Exhibit 3.2

================================================================================

                       JOHN HANCOCK LIFE INSURANCE COMPANY

                          AMENDED AND RESTATED BY-LAWS

                         As Adopted on February 11, 2002

================================================================================
<PAGE>

                                TABLE OF CONTENTS

Article I.  Name, Location ....................................................1

Section  1.01  Name............................................................1
Section  1.02  Principal Office................................................1
Section  1.03  Seal............................................................1

Article II.  Stockholder Meetings..............................................1

Section  2.01  Annual Meetings.................................................1
Section  2.02  Special Meetings................................................1
Section  2.03  Notice of Meetings..............................................2
Section  2.04  Quorum..........................................................2
Section  2.05  Consent of Stockholders in Lieu of Meeting......................2

Article III.  Board of Directors...............................................2

Section  3.01  General Powers..................................................2
Section  3.02  Number and Term of Office.......................................2
Section  3.03  Election of Directors...........................................3
Section  3.04  Annual and Regular Meetings.....................................3
Section  3.05  Special Meetings; Notice........................................3
Section  3.06  Quorum; Voting..................................................4
Section  3.07  Action By Telephonic Communications.............................4
Section  3.08  Action Without A Meeting........................................4
Section  3.09  Resignations....................................................4
Section  3.10  Removal of Directors............................................4
Section  3.11  Vacancies and Newly Created Directorships.......................5
Section  3.12  Compensation....................................................5
Section  3.13  Liability of Directors..........................................5

Article VI.  Committees........................................................5

Section  4.01  General.........................................................5
Section  4.02  Notices of Times of Meetings of Committees
               and Presiding Officers..........................................6
Section  4.03  Powers..........................................................6
Section  4.04  Proceedings.....................................................6
Section  4.05  Quorum and Manner of Acting.....................................6
Section  4.06  Action By Telephonic Communications.............................7
Section  4.07  Absent or Disqualified Members..................................7
Section  4.08  Resignations....................................................7
Section  4.09  Removal.........................................................7
Section  4.10  Vacancies.......................................................7


                                       i
<PAGE>

Article V.  Officers...........................................................7

Section  5.01  Number..........................................................7
Section  5.02  Election, Term of Office and Qualifications.....................8
Section  5.03  Resignations....................................................8
Section  5.04  Removal.........................................................8
Section  5.05  Vacancies and Newly Created Offices.............................8
Section  5.06  Authority and Duties of Officers................................8
Section  5.07  The Chairman of the Board; Vice Chairman of the Board...........8
Section  5.08  The Chief Executive Officer.....................................8
Section  5.09  The President...................................................9
Section  5.10  The Vice Presidents.............................................9
Section  5.11  The Secretary...................................................9
Section  5.12  The Chief Financial Officer....................................10
Section  5.13  The General Counsel............................................11
Section  5.14  The Treasurer..................................................11
Section  5.15  Additional Officers............................................11
Section  5.16  Compensation...................................................12
Section  5.17  Surety  Bonds..................................................12

Article VI.  Execution of Instruments, Borrowing of Money and Deposit
             of Corporate Funds...............................................12

Section  6.01  General Provisions.............................................12
Section  6.02  Execution of Instruments.......................................12
Section  6.03  Corporate Indebtedness.........................................13
Section  6.04  Deposits.......................................................13
Section  6.05  Checks, Drafts, etc............................................14
Section  6.06  Sale, Transfer, etc., of Securities............................14
Section  6.07  Voting Upon Stock..............................................14

Article VII.  Capital Stock...................................................14

Section  7.01  Certificates of Stock..........................................14
Section  7.02  Transfer of Stock..............................................15
Section  7.03  Amount and Issuance............................................15

Article VIII.  Indemnification................................................15

Section  8.01  Nature of Indemnity for Directors and Officers.................15
Section  8.02  Nature of Indemnity for Employee and Agents....................16
Section  8.03  Limitations on Indemnities.....................................16
Section  8.04  Expenses to be Reimbursed......................................17
Section  8.05  Determination that Indemnification is Proper...................17
Section  8.06  Advance Payment of Expenses....................................17
Section  8.07  Survival.......................................................18
Section  8.08  Preservation of Other Rights...................................18


                                       ii
<PAGE>

Section  8.09  Insurance......................................................18
Section  8.10  Severability...................................................18
Section  8.11  Procedure for Indemnification of Directors and Officers........19

Article IX.  General Provisions...............................................19

Section  9.01  Fiscal Year....................................................19
Section  9.02  Contributions..................................................19
Section  9.03  Waivers of Notice..............................................19
Section  9.04  Divisions......................................................20
Section  9.05  Dividends......................................................20

Article X. Amendments; Emergency By-Laws......................................20

Section 10.01 Amendments......................................................20
Section 10.02 Emergency By-Laws...............................................21


                                       iii
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

                          (a Massachusetts corporation)

                          AMENDED AND RESTATED BY-LAWS

Article I. Name; Location

      Section 1.01 Name: The name of the Company is

                       John Hancock Life Insurance Company

      Section 1.02 Principal Office: The principal office of the Company shall
be located at John Hancock Place, 200 Clarendon Street, Boston, Massachusetts;
provided, however, that the Board of Directors shall be authorized to change the
location of the principal office of the Company. The Company, in addition to its
principal office, may establish and maintain such other offices and places of
business as the Board of Directors or its designee may, from time to time,
determine.

      Section 1.03 Seal: The corporate seal of the Company shall bear the name
of the Company and the year of its incorporation. The form of the seal shall be
subject to alteration by the Board of Directors and the seal may be used by
causing it or a facsimile to be impressed or affixed or printed or otherwise
reproduced. Any officer or Director of the Company shall have authority to affix
the corporate seal of the Company to any document requiring the same.

Article II. Stockholder Meetings

      Section 2.01 Annual Meetings: The Annual Meeting of the stockholders of
the Company, for the election of Directors and for the transaction of such other
business as properly may come before such meeting, shall be held at the
Company's principal office, immediately following the annual meeting of the
Board of Directors of John Hancock Financial Services, Inc. or at such other
date, time and place within six months after the end of the Company's fiscal
year as shall be fixed from time to time by the Board of Directors and set forth
in a notice of meeting given in accordance with these By-Laws.

      Section 2.02 Special Meetings: Special meetings of the stockholders may be
called at any time by the Chairman of the Board of Directors, the Chief
Executive Officer (or, in the event of his or her absence or disability, by the
President) or by the Board of Directors. Notice of a special meeting shall be
given in accordance with these By-Laws. Such special meetings of the
stockholders shall be held at such places, within or without the Commonwealth of
Massachusetts, as shall be specified in the notice of meeting or waivers of
notice thereof.

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 1 of 21
<PAGE>

      Section 2.03 Notice of Meetings: The Secretary or an Assistant Secretary
shall cause notice of the date, time, place and purpose(s) of each Annual
Meeting or special meeting of stockholders to be mailed, delivered,
electronically mailed or transmitted by facsimile at least seven (7) calendar
days prior to the meeting, to each stockholder of record entitled to vote at his
or her address as the same appears in the Company's records of stockholders at
the time of such mailing. Notice of any meeting of stockholders need not be
given to any stockholder who shall sign a written waiver thereof, whether before
or after the meeting or to any stockholder who shall attend such meeting in
person or by proxy. Notice of any adjourned meeting of the stockholders of the
Company need not be given.

      Section 2.04 Quorum: Except as at the time otherwise required by statute
or by the Articles of Organization, the presence at any stockholders' meeting,
in person or by proxy, of the holders of record of shares of stock (of any
class) entitled to vote at the meeting, aggregating a majority of the total
number of shares of stock of all classes then issued and outstanding and
entitled to vote at the meeting, shall be necessary and sufficient to constitute
a quorum for the transaction of business.

      Section 2.05 Consent of Stockholders in Lieu of Meeting: Whenever the vote
of stockholders at a meeting thereof is required or permitted to be taken for or
in connection with any corporate action, by any statute, by the Articles of
Organization or by these By-Laws, the meeting and vote of stockholders may be
dispensed with if all of the stockholders who would have been entitled to vote
upon the action if such meeting were held shall consent in writing to such
corporate action being taken.

Article III. Board of Directors

      Section 3.01 General Powers: The property, affairs and business of the
Company shall be managed by the Board of Directors. The Board of Directors may
exercise all the powers of the Company, whether derived from law or the Articles
of Organization, except such powers as are, by statute, by the Articles of
Organization or by these By-Laws, vested solely in the stockholders of the
Company.

      Section 3.02 Number and Term of Office: The Board of Directors shall
consist of a number of Directors that shall be fixed from time to time by a
majority of the Directors then in office; provided, however, that the Board
shall at no time consist of

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 2 of 21
<PAGE>

fewer than three Directors, divided into not fewer than three classes, one class
to be elected at each Annual Meeting of stockholders, for a term of three years;
and provided, further, that at least one Director shall be an individual who is
neither an officer nor a member of the Board of Directors of John Hancock
Financial Services, Inc. or any of its other direct or indirect subsidiaries.

      Section 3.03 Election of Directors: Except as otherwise provided herein,
the Directors shall be elected at the Annual Meeting of the stockholders. In the
event of the failure to elect Directors at an Annual Meeting of the
stockholders, then Directors may be elected at any regular or special meeting of
stockholders entitled to vote for the election of Directors. At each meeting of
the stockholders for the election of Directors, provided a quorum is present,
the Directors shall be chosen and elected by a majority of the votes cast at
such election. Notwithstanding the foregoing, any vacancies in the Board of
Directors occurring by enlargement of the Board or otherwise, may be filled by
majority vote of the remaining Directors or at any Annual or special meeting of
stockholders.

      Section 3.04 Annual and Regular Meetings: The annual meeting of the Board
of Directors for the purpose of electing officers and for the transaction of
such other business as may come before the meeting shall be held as soon as
possible following adjournment of the annual meeting of the stockholders at the
place of such annual meeting of the stockholders. Notice of such annual meeting
of the Board of Directors need not be given. The Board of Directors from time to
time may by resolution provide for the holding of regular meetings and fix the
place (which may be within or without the Commonwealth of Massachusetts) and the
date and hour of such meetings. Notice of regular meetings need not be given,
provided, however, that if the Board of Directors shall fix or change the time
or place of any regular meeting, notice of such action shall be mailed promptly,
or sent by telephone, including a voice messaging system or other system or
technology designed to record and communicate messages, telegraph, facsimile,
electronic mail or other electronic means, to each Director who shall not have
been present at the meeting at which such action was taken, addressed to him or
her at his or her usual place of business, or shall be delivered to him or her
personally. Notice of such action need not be given to any Director who attends
the first regular meeting after such action is taken without protesting the lack
of notice to him or her, prior to or at the commencement of such meeting, or to
any Director who submits a signed waiver of notice, whether before or after such
meeting.

      Section 3.05 Special Meetings; Notice: Special meetings of the Board of
Directors shall be held whenever called by the Chief Executive Officer (or, in
the event of his or her absence or disability, by the President or any Vice
President), or by the Chairman or Vice Chairman, if any, of the Board of
Directors, at such place (within or without the Commonwealth of Massachusetts),
date and hour as may be specified in the respective notices or waivers of notice
of such meetings. Special meetings of the Board of Directors may be called on
twenty-four (24) hours' notice, if notice is given to each Director personally
or by telephone, including a voice messaging system, or other system or
technology designed to record and communicate messages, telegraph, facsimile,

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 3 of 21
<PAGE>

electronic mail or other electronic means, or on five (5) days' notice, if
notice is mailed to each Director, addressed to him or her at his or her usual
place of business. Notice of any special meeting need not be given to any
Director who attends such meeting without protesting the lack of notice to him
or her, prior to or at the commencement of such meeting, or to any Director who
submits a signed waiver of notice, whether before or after such meeting, and any
business may be transacted thereat.

      Section 3.06 Quorum; Voting: A majority of the Directors then in office
(but not less than one-third of the total number of Directors as then fixed by
the Board of Directors) shall constitute a quorum at any meeting of the Board of
Directors, but a lesser number may adjourn any meeting from time to time. When a
quorum is present at any meeting of Directors, a majority of the Directors in
attendance thereat shall, except where a larger vote is required by law, the
Articles of Organization or these By-Laws, be authorized to decide any question
brought before such meeting.

      Section 3.07 Action By Telephonic Communications: Participation of a
Director by telephone or video conference, in accordance with applicable law, at
any meeting of the Board of Directors shall constitute attendance of such
Director at such meeting.

      Section 3.08 Action Without A Meeting: Any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a meeting
if, prior to such action, written resolutions or consents thereto are signed by
all members of the Board, and such written resolutions or consents are filed
with the minutes of proceedings of the Board.

      Section 3.09 Resignations: Any Director may resign at any time by
delivering a written resignation to either the Chairman of the Board, or the
Secretary. Unless otherwise specified therein, such resignation shall take
effect upon delivery.

      Section 3.10 Removal of Directors: Any Director may be removed at any
time, either for or without cause, upon the affirmative vote of the holders of a
majority of the outstanding shares of stock of the Company entitled to vote for
the election of such Director, at a special meeting of such stockholders called
for the purpose, consistent with applicable law. Any vacancy in the Board of
Directors caused by any removal may be filled by the stockholders entitled to
vote for the election of the Director so removed. If such stockholders do not
fill such vacancy at such meeting, such vacancy may be filled in the manner
provided in Section 3.11 hereof.

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 4 of 21
<PAGE>

      Section 3.11 Vacancies and Newly Created Directorships: If any vacancies
shall occur in the Board of Directors, or if the authorized number of Directors
shall be increased, the Directors then in office shall continue to act, and such
vacancies shall be filled by a majority of the Directors then in office, though
less than a quorum. A Director elected to fill a vacancy shall hold office for
the unexpired term of his or her predecessor and until his or her successor has
been elected and qualified or until his or her earlier death, resignation or
removal. A Director elected to fill a newly created directorship shall hold
office for the term remaining of the class to which he or she is elected and
until his or her successor has been elected and qualified or until his or her
earlier death, resignation or removal. In lieu of filling any vacancy the Board
of Directors may reduce the number of Directors pursuant to Section 3.02.

      Section 3.12 Compensation: The amount, if any, which each Director shall
be entitled to receive as compensation for such Director's services as such
shall be fixed from time to time by the Board of Directors.

      Section 3.13 Liability of Directors: No Director of the Company shall be
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except to the extent that such exculpation from
liability is not permitted by applicable law as the same exists or may hereafter
be amended. A Director or a member of any Committee designated by the Board of
Directors, in the performance of his or her duties, shall be fully protected in
relying in good faith on the books of accounts or reports made to the Company by
any of its officials, or by an independent certified public accountant, or by an
appraiser selected with reasonable care by the Board of Directors, or by any
such Committee, or in relying in good faith upon other records of the Company.
No amendment to or repeal of this provision shall apply to or have any effect on
the liability or alleged liability of any Director for or with respect to any
acts or omissions of such Director occurring prior to such amendment or repeal.

Article IV. Committees

      Section 4.01 General: The Board of Directors may designate a Committee of
Finance and one or more other committees, each such committee to consist of such
number of Directors, not less than two, as from time to time may be fixed by the
Board of Directors. The Board of Directors may designate one or more Directors
as alternate members of any such committee, who may replace any absent or
disqualified member or members at any meeting of such committee. Thereafter,
members (and alternate members, if any) of each such committee may be designated
at the annual meeting of the Board of Directors or at any other time. Any such
committee may be abolished or re-designated from time to time by the Board of
Directors. Each member (and each alternate member) of any such committee
(whether designated at an annual meeting of the Board of Directors or to fill a
vacancy or otherwise) shall hold office until his or her

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 5 of 21
<PAGE>

successor shall have been designated or until he or she shall cease to be a
Director, or until his or her earlier death, resignation or removal.

      Section 4.02 Notices of Times of Meetings of Committees and Presiding
Officers: Meetings of a committee shall be held upon call of the Chief Executive
Officer, or upon call of the chairman of such committee or two members of such
committee. Meetings of each committee may also be held at such other times as it
may determine. A meeting of a committee shall be held at such place and upon
such notice as shall be determined by the person or persons who call such
meeting. Any such chairman, if present, or such member or members of each
committee as may be designated by the Chief Executive Officer shall preside at
meetings thereof or, in the event of the absence or disability of any thereof or
failing such designation, the committee shall select from among its members
present a presiding officer. Meetings of any committee may be attended by
Directors who are not members of such committee unless the chairman of such
committee requests otherwise.

      Section 4.03 Powers: Each committee of the Board of Directors shall have
and may exercise such powers of the Board as shall be specified by the Board. An
action by any such committee shall, for purposes of these By-Laws, and
otherwise, be deemed to be the same as an action by the Board of Directors;
provided, however, that no committee shall have or exercise any powers which may
not be delegated to a committee under applicable law. Any committee may be
granted by the Board of Directors power to authorize the seal of the Company to
be affixed to any or all papers which may require it.

      Section 4.04 Proceedings: Each such committee may fix its own rules of
procedure and may meet at such place (within or without the Commonwealth of
Massachusetts), at such time and upon such notice, if any, as it shall determine
from time to time. Each such committee shall keep minutes of its proceedings and
shall report such proceedings to the Board of Directors at the meeting of the
Board of Directors next following any such proceedings.

      Section 4.05 Quorum and Manner of Acting: At all meetings of any
committee, the presence of members (or alternate members) constituting a
majority of the members then serving on such committee shall constitute a quorum
for the transaction of business, provided that the quorum for the Committee of
Finance shall be the lesser of a majority or three (3) of its members. The act
of the majority of the members present at any meeting at which a quorum is
present shall be the act of such committee. Any action required or permitted to
be taken at any meeting of any such committee may be taken without a meeting, if
all members of such committee shall consent to such action in writing and such
writing or writings are filed with the minutes of the proceedings of the
committee. Notwithstanding anything to the contrary set forth in this Section
4.05 or elsewhere in these By-Laws, committees of two Directors may operate
otherwise as determined by the Board of Directors.

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 6 of 21
<PAGE>

      Section 4.06 Action by Telephonic Communications: Members of any committee
designated by the Board of Directors may participate in a meeting of such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this provision shall constitute
presence in person at such meeting.

      Section 4.07 Absent or Disqualified Members: In the absence or
disqualification of a member of any committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he, she
or they constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member.

      Section 4.08 Resignations: Any member (and any alternate member) of any
committee may resign at any time by delivering a written notice of resignation,
signed by such member, to the Chairman or the Secretary. Unless otherwise
specified therein, such resignation shall take effect upon delivery. Any
resignation from the Board of Directors shall automatically constitute a
resignation from any committee on which such Director may serve.

      Section 4.09 Removal: Any member (and any alternate member) of any
committee may be removed at any time, either for or without cause, by resolution
adopted by the Board of Directors. Removal of a Director as such shall
automatically constitute removal from any committees on which such Director may
serve.

      Section 4.10 Vacancies: If any vacancy shall occur in any committee, by
reason of disqualification, death, resignation, removal or otherwise, the
remaining members (and any alternate members) shall continue to act, and any
such vacancy may be filled by the Board of Directors.

Article V. Officers

      Section 5.01 Number: The officers of the Company shall be a Chief
Executive Officer, President, one or more Vice Presidents, (including, without
limitation, Senior Executive Vice Presidents, Executive Vice Presidents, Senior
Vice Presidents, Vice Presidents, Second Vice Presidents and Senior Managing
Directors, or other positions of equivalent rank), as the Board of Directors may
from time to time determine, a Clerk (also referred to herein as a Secretary), a
Treasurer, a Chief Financial Officer, a General Counsel and such other officers
as may be appointed in accordance with the provisions of Section 5.15 hereof.
The Board of Directors may also elect from its own membership a Chairman of the
Board of Directors and a Vice Chairman.

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 7 of 21
<PAGE>

      Section 5.02 Election, Term of Office and Qualifications: The officers
(except such officers as may be appointed in accordance with the provisions of
Section 5.15 hereof) shall be elected by the Board of Directors. Each officer
shall hold office until the next ensuing annual meeting of the Board of
Directors and until such officer's successor shall have been elected and
qualified, or until such officer's death, or until such officer shall resign in
the manner provided in Section 5.03 hereof, or shall have been removed in the
manner provided in Section 5.04 hereof or until such officer's employment
ceases. Any number of offices may be held by the same person. Each of the
Chairman of the Board and the Vice Chairman, if any, shall be and remain a
Director of the Company during his or her respective term of office. No other
officer need be a Director.

      Section 5.03 Resignations: Any officer may resign at any time by
delivering a written resignation to the Chief Executive Officer, the President
or the Secretary. Unless otherwise specified therein, such resignation shall
take effect upon delivery.

      Section 5.04 Removal: Any officer may be removed from office, either for
or without cause, by the Board of Directors. Any officer or agent appointed in
accordance with the provisions of Section 5.15 hereof may also be removed,
either for or without cause, by the Chief Executive Officer, or any other
officer upon whom such power of removal shall have been conferred by the Board
of Directors.

      Section 5.05 Vacancies and Newly Created Offices: If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification
or any other cause, or if a new office shall be created, then such vacancies or
newly created offices may be filled by the Board of Directors or, in the case of
any office created pursuant to Section 5.15 hereof, by any officer upon whom
such power shall have been conferred by the Board of Directors.

      Section 5.06 Authority and Duties of Officers: Except as may otherwise be
provided by the Board of Directors, the officers of the Company shall have such
authority and shall exercise such powers and perform such duties as may be
specified in these By-Laws, provided that in any event each officer shall
exercise such powers and perform such duties as may be required by law.

      Section 5.07 The Chairman of the Board; Vice Chairman of the Board: The
Chairman of the Board shall preside at all meetings of the Board of Directors
and of the stockholders. The Chairman shall perform such other duties as from
time to time may be assigned by, and shall be responsible solely to, the Board
of Directors. The Vice Chairman, if any, shall perform the duties of the
Chairman in the Chairman's absence.

      Section 5.08 The Chief Executive Officer: The Chief Executive Officer
shall have general control and supervision of the policies and operations of the
Company and shall see that all orders and resolutions of the Board of Directors
are carried into effect. He or she shall manage and administer the Company's
business and affairs and shall also perform all duties and exercise all powers
usually pertaining to the office of a chief

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 8 of 21
<PAGE>

executive officer of a corporation. He or she shall have the authority to sign,
in the name and on behalf of the Company, checks, orders, contracts, leases,
notes, drafts and other documents and instruments in connection with the
business of the Company, and together with the Secretary or an Assistant
Secretary, conveyances of real estate and other documents and instruments to
which the seal of the Company is affixed. He or she shall have the authority to
cause the employment or appointment of such employees and agents of the Company
as the conduct of the business of the Company may require, to fix their
compensation, and to remove or suspend any such employee or agent. The Chief
Executive Officer shall, in the absence of the Chairman of the Board and Vice
Chairman, if any, preside at all meetings of the Board of Directors and at all
meetings of stockholders. The Chief Executive Officer shall be vested with the
powers, and perform the duties, of the Chairman of the Board in the absence of
the Chairman and the Vice Chairman, if any. He or she shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

      Section 5.09 The President: The President, subject to the authority of the
Chief Executive Officer, shall be the Chief Operating Officer of the Company and
shall have primary responsibility for, and authority with respect to, the
management of the day-to-day business and affairs of the Company. He or she
shall have the authority to sign, in the name and on behalf of the Company,
checks, orders, contracts, leases, notes, drafts and other documents and
instruments in connection with the business of the Company, and together with
the Secretary or an Assistant Secretary, conveyances of real estate and other
documents and instruments to which the seal of the Company is affixed. The
President shall have the authority to cause the employment or appointment of
such employees and agents of the Company as the conduct of the business of the
Company may require, to fix their compensation, and to remove or suspend any
employee or agent elected or appointed by the President. The President shall
perform such other duties and have such other powers as the Board of Directors
or the Chief Executive Officer may from time to time prescribe.

      Section 5.10 The Vice Presidents: The Board of Directors may, from time to
time, elect one or more Vice Presidents, (including, without limitation, Senior
Executive Vice Presidents, Executive Vice Presidents, Senior Vice Presidents,
Vice Presidents, Second Vice Presidents and Senior Managing Directors or
positions of equivalent rank). Each Vice President shall have such powers and
perform such duties as from time to time may be assigned by the Board of
Directors, the Chief Executive Officer or the President. Any Vice President may
sign (unless the President or another Vice President shall have signed)
certificates representing stock of the Company the issuance of which shall have
been authorized by the Board of Directors.

      Section 5.11 The Secretary: The Secretary shall have the following powers
and duties:

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 9 of 21
<PAGE>

            (a) The Secretary shall keep or cause to be kept a record of all the
      proceedings of the meetings of the stockholders and of the Board of
      Directors in books provided for that purpose.

            (b) The Secretary shall cause all notices to be duly given in
      accordance with the provisions of these By-Laws and as required by
      statute.

            (c) The Secretary shall be the custodian of the seal of the Company
      and cause such seal (or a facsimile thereof) to be affixed to all
      certificates representing stock of the Company prior to the issuance
      thereof and to all instruments the execution of which on behalf of the
      Company under its seal shall have been duly authorized in accordance with
      these By-Laws, and when so affixed he or she may attest the same.

            (d) The Secretary shall have charge of the stock books of the
      Company and cause the stock and transfer books to be kept in such manner
      as to show at any time the amount of the stock of the Company of each
      class issued and outstanding, the names and the addresses of the holders
      of record thereof, the number of shares held by each holder and the time
      when each became such holder of record.

            (e) The Secretary shall sign (unless the Treasurer, an Assistant
      Treasurer or Assistant Secretary shall have signed) certificates
      representing stock of the Company the issuance of which shall have been
      authorized by the Board of Directors.

            (f) The Secretary shall perform, in general, all duties incident to
      the office of Secretary and such other duties as are given to the
      Secretary by these By-Laws or as from time to time may be assigned by the
      Board of Directors, the Chief Executive Officer, the President or the
      General Counsel.

      Section 5.12 The Chief Financial Officer: The Chief Financial Officer
shall have the following powers and duties:

            (a) He or she shall be the principal financial and accounting
      officer of the Company and shall be responsible for all financial and
      operating statements, tax reports and returns, and reports to government
      agencies.

            (b) He or she shall have charge and supervision over and be
      responsible for the moneys, securities, receipts and disbursements of the
      Company, and shall keep or cause to be kept full and accurate records of
      all receipts of the Company.

            (c) He or she shall cause the moneys and other valuable effects of
      the Company to be deposited in the name and to the credit of the Company
      in such

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 10 of 21
<PAGE>

      banks or trust companies or with such bankers or other depositaries as
      shall be selected in accordance with Section 6.04 of these By-Laws.

            (d) He or she shall cause the moneys of the Company to be disbursed
      by checks or drafts (signed as provided in Section 6.05 of these By- Laws)
      upon the authorized depositaries of the Company and cause to be taken and
      preserved proper vouchers for all moneys disbursed.

            (e) He or she shall render to the Board of Directors, the Chief
      Executive Officer or the President, whenever requested, a statement of the
      financial condition of the Company and of all his or her transactions as
      Chief Financial Officer, and render a full financial report at the annual
      meeting of the stockholders, if called upon to do so.

            (f) He or she shall be empowered from time to time to require from
      all officers or agents of the Company reports or statements giving such
      information as he or she may desire with respect to any and all financial
      transactions of the Company.

            (g) He or she may sign (unless the Treasurer, an Assistant Treasurer
      or the Secretary or an Assistant Secretary shall have signed) certificates
      representing stock of the Company, the issuance of which shall have been
      authorized by the Board of Directors.

            (h) He or she shall perform, in general, all duties as may be
      specified in these By-Laws or as may be assigned to him or her from time
      to time by the Board of Directors, the Chief Executive Officer or the
      President.

      Section 5.13 The General Counsel: The General Counsel shall be the
principal legal officer of the Company and shall be responsible for all legal
affairs of the Company. He or she shall perform all other duties as may be
assigned to him or her from time to time by the Board of Directors, the Chief
Executive Officer or the President.

      Section 5.14 The Treasurer: The Treasurer shall perform such duties and
exercise such powers as may be assigned to him or her from time to time by the
Chief Financial Officer. In the absence of the Chief Financial Officer, the
duties of the Chief Financial Officer may be performed and his or her powers may
be exercised by the Treasurer; subject in any case to review and superseding
action by the Board of Directors or the Chief Executive Officer or the
President.

      Section 5.15 Additional Officers: The Board of Directors may appoint such
other officers and agents as it may deem appropriate, and such other officers
and agents shall hold their offices for such terms and shall exercise such
powers and perform such duties as may be determined from time to time by the
Board of Directors. The Chairman of the Board, the Chief Executive Officer or
the President may appoint additional officers

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 11 of 21
<PAGE>

to hold office at the pleasure of the appointing officer. Such officers may
include members of the Chairman's Staff or the President's Staff, Department
Heads or members of the staff of a Sector or Department Head, who are not
elected officers. Such an appointed officer shall have such powers and duties as
may be assigned by the Chairman of the Board, the Chief Executive Officer or the
President or by his or her Sector or Department Head. The Board of Directors
from time to time may delegate to any other officer or agent the power to
appoint any such subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties. Any such officer or
agent may remove any such subordinate officer appointed by him or her, for or
without cause.

      Section 5.16 Compensation: The salaries of the Chairman of the Board and
all other officers of the Company shall be fixed in a manner as determined by
the Board of Directors.

      Section 5.17 Surety Bonds: In case the Board of Directors shall so
require, any officer or agent of the Company shall execute to the Company a bond
in such sum and with such surety or sureties as the Board of Directors may
direct, conditioned upon the faithful performance of his or her duties to the
Company, including responsibility for negligence and for the accounting for all
property, moneys or securities of the Company which may come into his or her
possession.


Article VI. Execution of Instruments, Borrowing of Money and Deposit of
            Corporate Funds

      Section 6.01 General Provisions: The Chief Executive Officer, the
President, any Vice President (including, without limitation, Senior Executive
Vice Presidents, Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents, Second Vice Presidents and Senior Managing Directors or positions of
equivalent rank), the Secretary, any Assistant Secretary, the Chief Financial
Officer, the Treasurer or any Assistant Treasurer may enter into any contract or
execute and deliver any instrument in the name and on behalf of the Company. The
Board of Directors, the Chief Executive Officer or the President may authorize
any other officer or agent to enter into any contract or execute and deliver any
instrument in the name and on behalf of the Company. Any such authorization may
be general or limited to specific contracts or instruments.

      Section 6.02 (a) Execution of Instruments: Except as otherwise provided by
the Board of Directors, and in addition to the provisions of the foregoing
Section 6.01, each of the following officers or employees of the Company (i) the
Chairman of the Board, the President, the Vice Chairman of the Board, the Chief
Financial Officer, the Chief Investment Officer, the Chief Administrative
Officer, the General Counsel, any Senior Executive Vice President, any Executive
Vice President, any Senior Vice President, any Vice President, any Second Vice
President, any Executive Managing Director, the Treasurer, any Assistant
Treasurer, or any Treasury Officer, (ii) any Senior Managing

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 12 of 21
<PAGE>

Director, any Managing Director, any Director or any other employee of the Bond
and Corporate Finance Group of the Investment Sector (or any successor thereto)
holding a title of equivalent rank or (iii) any Senior Investment Officer, any
Investment Officer or any other employee of the Real Estate Investment Group of
the Investment Sector (or any successor thereto) holding a title of equivalent
rank, or any one of them, is hereby authorized to execute and seal with the
corporate seal, acknowledge and deliver any and all instruments required in
connection with any investment, sale or loan authorized by or pursuant to
authority granted by the Committee of Finance. In addition, the Chairman of the
Board, the Chief Financial Officer or the Chief Investment Officer, may at their
discretion designate and authorize any employee of the Company to execute and
seal with the corporate seal, acknowledge and deliver any and all instruments
required in connection with any investment, sale or loan authorized by or
pursuant to authority granted by the Committee of Finance.

      (b) Except as otherwise provided by the Board of Directors, each of the
Chairman of the Board, the President, the Vice Chairman of the Board, the Chief
Financial Officer, the Chief Investment Officer, the Chief Administrative
Officer, the General Counsel, the Senior Executive Vice Presidents, the
Executive Vice Presidents, the Senior Vice Presidents, the Vice Presidents, the
Second Vice Presidents, the Executive Managing Directors, the Senior Managing
Directors, the Secretary and the Assistant Secretaries, or any one of them, is
hereby authorized to waive, alter, modify or change any of the conditions or
provisions of any policy or contract issued by the Company and to execute or
modify any contract of reinsurance; such authority shall be exercised only with
the approval of or in accordance with the policy established by the Policy
Committee.

      Section 6.03 Corporate Indebtedness: No loans or advances shall be made by
the Company to others, or contracted on behalf of the Company, and no negotiable
paper shall be issued in its name, unless and except as authorized by the Board
of Directors, or a committee thereof, or the Chief Executive Officer. Any such
authorization may be general or confined to specific instances. Any officer of
the Company thereunto so authorized may effect loans and advances by or to the
Company, and may make, execute and deliver promissory notes, bonds or other
evidences of indebtedness of the Company. Any officer of the Company thereunto
so authorized may pledge, hypothecate or transfer as security for the payment of
any and all loans, advances, indebtedness and liabilities of the Company any and
all stocks, bonds, other securities and other personal property at any time held
by the Company, and to that end may endorse, assign and deliver the same and do
every act and thing necessary or proper in connection therewith.

      Section 6.04 Deposits: Any funds of the Company may be deposited from time
to time in such banks, trust companies or other depositaries as may be
determined by the Board of Directors, or a committee thereof, or the Chief
Executive Officer, or by such officers or agents as may be authorized by the
Board of Directors or the Chief Executive Officer to make such determination.

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                       Page 13 of 21
<PAGE>

      Section 6.05 Checks, Drafts, etc.: All notes, drafts, bills of exchange,
acceptances, checks, endorsements and other evidences of indebtedness of the
Company and its orders for the payment of money shall be signed by such officer
or officers or such agent or agents of the Company, and in such manner, as the
Board of Directors, or a committee thereof, from time to time may determine.

      Section 6.06 Sale, Transfer, etc., of Securities: Subject to the
limitation contained in these By-Laws, and except as otherwise provided by the
Board of Directors, the Chairman of the Board, the President, the Chief
Financial Officer or any Vice President (including, without limitation, Senior
Executive Vice Presidents, Executive Vice Presidents, Senior Vice Presidents,
Vice Presidents, Second Vice Presidents, Executive Managing Directors and Senior
Managing Directors or positions of equivalent rank), the Treasurer, the
Secretary, an Assistant Treasurer or a Treasury Officer of the Company with the
approval in writing of the Treasurer, the Controller, the Auditor, an Associate
Auditor or an Assistant Auditor is hereby authorized to do any and all things
necessary to assign or transfer any stock in any corporation or any bonds,
debentures, notes or other evidences of indebtedness now or hereafter owned by
or standing in the name of the Company, and may make, execute and deliver in the
name of and as the act of the Company, under its corporate seal, any and all
instruments in writing necessary or proper to carry such sales, transfers,
endorsements and assignments into effect.

      Section 6.07 Voting Upon Stock: Unless otherwise ordered by the Board of
Directors, the President, the Chief Financial Officer, Treasurer or any Vice
President (including, without limitation, Senior Executive Vice Presidents,
Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Second Vice
Presidents, Executive Managing Directors and Senior Managing Directors or
positions of equivalent rank) shall have full power and authority on behalf of
the Company to attend and to act and to vote, or in the name of the Company to
execute proxies to vote, at any meeting of stockholders of any corporation in
which the Company may hold stock, and at any such meeting shall possess and may
exercise, in person or by proxy, any and all rights, powers and privileges
incident to the ownership of such stock. The Board of Directors may, from time
to time, confer like powers upon any other person or persons.

Article VII. Capital Stock

      Section 7.01 Certificates of Stock: (a) Every holder of stock in the
Company shall be entitled to have a certificate, signed by, or in the name of
the Company by, the Chairman of the Board or Vice Chairman, if any, or the
President or any Vice President and by the Treasurer or any Assistant Treasurer,
certifying the number of shares owned by such stockholder in the Company.

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 14 of 21
<PAGE>

      (b) Certificates representing shares of stock of the Company shall be in
such form as shall be approved by the Board of Directors.

      (c) There shall be entered upon the stock books of the Company at the time
of issuance of each share the number of the certificate issued, the name of the
person owning the shares represented thereby, the number and class of such
shares, and the date of issuance thereof. Every certificate exchanged or
returned to the Company shall be marked "Cancelled", with the date of
cancellation.

      Section 7.02 Transfer of Stock: (a) Transfers of shares of the stock of
the Company shall be made on the books of the Company by the holder of record
thereof, in person or by the holder's attorney thereunto duly authorized by a
power of attorney duly executed in writing and filed with the Secretary of the
Company or with any of its transfer agents, upon surrender of the certificate or
certificates properly endorsed or accompanied by proper instruments of transfer,
representing such shares.

      (b) The Company shall be entitled to treat the holder of record of any
share or shares of stock as the absolute owner thereof for all purposes, and
accordingly shall not be bound to recognize any legal, equitable or other claim
to or interest in such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise
expressly provided by applicable law.

      Section 7.03 Amount and Issuance: The total number of shares and the par
value, if any, of each class of stock which the Company is authorized to issue
shall be stated in the Company's Articles of Organization. The Board of
Directors may at any time issue all or from time to time any part of the
unissued capital stock of the Company from time to time authorized under the
Articles of Organization, and may determine, subject to any requirements of law,
the consideration for which stock is to be issued and the manner of allocating
such consideration between capital and surplus.

Article VIII. Indemnification

      Section 8.01. Nature of Indemnity for Directors and Officers: The Company
shall indemnify any person who is or was or has agreed to become a Director or
Officer of the Company and who was, is or may be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of (i) any action alleged to have been taken or omitted
in such capacity, (ii) activities with a non-profit organization, or pro bono or
volunteer services, which services have been requested or endorsed by the
Company or (iii) service at the Company's request with respect to any employee
benefit plan. In addition, the Company shall indemnify any person, whether or
not such person is or was a Director or Officer of the Company, who is or was
serving or has agreed to serve at the request of the Company as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise in which the Company has a financial interest, direct or indirect,
and who was,

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 15 of 21
<PAGE>

is or may be made a party to any Proceeding by reason of any action alleged to
have been taken or omitted in such capacity.

      Any indemnification of an individual pursuant to this Section 8.01 (unless
ordered by a court) shall be made by the Company, unless a determination is made
that the individual failed to act in good faith and in a manner in which he or
she reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful; provided that, to
the extent that a present or former director or officer of the Company or of
another entity covered under this Section 8.01 has been successful on the merits
or otherwise in defense of any Proceeding, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

      Notwithstanding the foregoing, the Company shall not be obligated to
indemnify a director or officer of the Company or of another entity covered
under this Section 8.01 in respect of a Proceeding (or part thereof) instituted
by such director or officer, unless such Proceeding (or part thereof) has been
authorized by the Board of Directors.

      Section 8.02 Nature of Indemnity for Employees and Agents: The Company may
indemnify any person who is or was or has agreed to become an employee or agent
of the Company, or who is or was serving or has agreed to serve at the request
of the Company as an employee or agent of another corporation, partnership,
joint venture, trust or other enterprise in which the Company has a financial
interest, direct or indirect, and who was or is or may be made a party to a
Proceeding by reason of (i) any action alleged to have been taken or omitted in
such capacity, (ii) activities with a non-profit organization, or pro bono or
volunteer services, which services have been requested or endorsed by the
Company or (iii) service at the Company's request with respect to any employee
benefit plan. Any indemnification of a present or former employee or agent under
this Section 8.02 (unless ordered by a court) may be made by the Company, unless
a determination is made that the present or former employee or agent failed to
act in good faith and in a manner in which he or she reasonably believed to be
in or not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

      Section 8.03 Limitation on Indemnities: In the case of an action or suit
by or in the right of the Company to procure a judgment in its favor against any
person described in Sections 8.01 and 8.02 above, (i) such indemnification shall
be limited to expenses (including attorneys' fees) actually and reasonably
incurred by such person in the defense or settlement of such action or suit and
(ii) no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the Company
unless and only to the extent that the court in which such action or suit was
brought shall determine that, despite the adjudication of liability but in view
of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 16 of 21
<PAGE>

      No indemnification shall be provided for a person with respect to any
matter as to which he or she shall have been adjudicated in any proceeding not
to have acted in good faith in the reasonable belief that his action was in the
best interest of the Company or, to the extent that such matter relates to
service with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.

      Section 8.04 Expenses to be Reimbursed: Without limitation, any
indemnification provided by the Company pursuant to Section 8.01 shall cover, or
with respect to an indemnification provided pursuant to Section 8.02, may cover,
judgments, fines, court costs, reasonable attorneys' fees and the cost of
reasonable settlements, to the extent such expenses are actually and reasonably
incurred in connection with the Proceeding.

      Section 8.05 Determination that Indemnification is Proper: Any
indemnification of a present or former director or officer of the Company or of
another entity under Section 8.01 hereof (unless ordered by a court) shall be
made by the Company unless a determination is made that indemnification of the
present or former director or officer is not proper in the circumstances because
he or she has not met the applicable standard of conduct set forth in Section
8.01. Any indemnification of a present or former employee or agent of the
Company or of another entity under Section 8.02 hereof (unless ordered by a
court) may be made by the Company unless a determination is made that
indemnification of the present or former employee or agent is not proper in the
circumstances because he or she has not met the applicable standard of conduct
set forth in Section 8.02. Any such determination shall be made, with respect to
a person who is a Director or Officer of the Company at the time of such
determination, (1) by a majority vote of the Directors of the Company who are
not parties to such action, suit or proceeding, even though less than a quorum,
or (2) by a committee of such Directors designated by majority vote of such
Directors, even though less than a quorum, or (3) if there are no such
Directors, or if such Directors so direct, by independent legal counsel in a
written opinion, or (4) by the stockholders.

      The termination of any Proceeding by judgment, order, settlement,
conviction, or upon a plea or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, that the person
had reasonable cause to believe that his or her conduct was unlawful.

      Section 8.06 Advance Payment of Expenses: Expenses (including attorneys'
fees) incurred by a director or officer described in Section 8.01 in defending
any Proceeding shall be paid by the Company in advance of the final disposition
of such Proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it should be determined that such
person is not entitled to be indemnified by the Company as authorized in this
Article. Such expenses (including attorneys' fees) incurred by employees or
agents described in Section 8.02 in defending

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 17 of 21
<PAGE>

any Proceeding may be so paid upon such terms and conditions, if any, as the
Company deems appropriate. The Board of Directors may authorize the Company's
counsel to represent any director, officer, employee or agent in any action,
suit or proceeding, whether or not the Company is a party to such action, suit
or proceeding.

      Section 8.07 Survival: The foregoing indemnification provisions shall be
deemed to be a contract between the Company and each director, officer, employee
and agent who serves in any such covered capacity at any time while these
provisions, as well as the relevant provisions of any applicable law, are in
effect. Any repeal or modification of these provisions or applicable law shall
not affect any right or obligation then existing with respect to any state of
facts then or previously existing or any Proceeding previously or thereafter
brought or threatened based in whole or in part upon any such state of facts.
Rights arising under this Article may not be modified retroactively without the
consent of any affected director, officer, employee or agent or former director,
officer, employee or agent.

      Section 8.08 Preservation of Other Rights: The indemnification provided
under this Article VIII shall not be deemed exclusive of any other rights to
which any person may be entitled under any by-law, agreement, vote of
stockholders or disinterested Directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

      Section 8.09 Insurance: The Company may purchase and maintain insurance on
behalf of any person who is or was or has agreed to become a Director, Officer,
employee or agent of the Company, or is or was serving or has agreed to serve at
the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such person or on such
person's behalf in any capacity, or arising out of such person's status as such,
whether or not the Company would have the power to indemnify him or her against
such liability under the provisions of this Article VIII.

      Section 8.10 Severability: If this Article VIII or any portion hereof
shall be invalidated on any ground by any court, then the Company shall
nevertheless indemnify each director or officer and may indemnify each employee
or agent of the Company as to costs, charges and expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement with respect to any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Company, to the
fullest extent permitted by any applicable portion of this Article VIII that
shall not have been invalidated and to the fullest extent permitted by
applicable law.

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 18 of 21
<PAGE>

      Section 8.11 Procedure for Indemnification of Directors and Officers: Any
indemnification of a director or officer pursuant to these By-Laws, or advance
of costs, charges and expenses to a director or officer under Section 8.06 of
these By-Laws, shall be made promptly, and in any event within thirty (30) days,
upon the written request of the director or officer. If the Company denies a
written request for indemnity or advancement of expenses, in whole or in part,
or if payment in full pursuant to such request is not made within thirty (30)
days, the right to indemnification or advances as granted by this Article VIII
shall be enforceable by the director or officer in a court of law. Such person's
costs and expenses incurred in connection with successfully establishing his or
her right to indemnification, in whole or in part, in any such action shall also
be indemnified by the Company. It shall be a defense to any action (other than
an action brought to enforce a claim for the advance of costs, charges and
expenses under Section 8.06 of these By-Laws where the required undertaking of
repayment, if any, has been received by the Company) that the claimant has not
met the standard of conduct requiring indemnification by the Company, but the
burden of proving such defense shall be on the Company. Neither the failure of
the Company (including its Board of Directors, its independent legal counsel,
and its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
Section 8.01 of these By-Laws, nor the fact that there has been an actual
determination by the Company (including its Board of Directors, its independent
legal counsel, and its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.


Article IX. General Provisions

      Section 9.01 Fiscal Year: The fiscal year of the Company shall be the
calendar year.

      Section 9.02 Contributions: The Directors may, subject to the limits and
restrictions imposed by law and subject to such rules and regulations consistent
with law that they may make, make contributions of such sums of money as they
determine to be reasonable for public welfare or for charitable, scientific or
educational purposes.

      Section 9.03 Waivers of Notice: Whenever any notice is required to be
given by law, or under the provisions of the Articles of Organization or of
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent to notice. Attendance of a person at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 19 of 21
<PAGE>

the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice.

      Section 9.04 Divisions: The Chairman of the Board acting in concert with
the Chief Executive Officer shall from time to time establish and define the
functions of such sectors, departments and divisions thereof as may be deemed
desirable for the proper and efficient management of the Company.

      Subject to the executive authority of the Chairman of the Board and/or the
Chief Executive Officer, Sector and Department Heads or in their absence their
respective assistants shall have full responsibility and equivalent authority
for the functions assigned to them, subject to the action of the appropriate
committees and the Board.

      Section 9.05 Dividends: (a) Subject to any applicable provisions of law,
dividends upon the shares of the Company may be declared by the Board of
Directors at any regular or special meeting of the Board of Directors and any
such dividend may be paid in cash, property, or shares of the Company's capital
stock.

      (b) A member of the Board of Directors, and each member of any committee
designated by the Board of Directors, shall be fully protected in relying in
good faith upon the records of the Company and upon such information, opinions,
reports or statements presented to the Company by any of its officers or
employees, or committees of the Board of Directors, or by any other person as to
matters the Director reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Company, as to the value and amount of the assets,
liabilities and/or net profits of the Company, or any other facts pertinent to
the existence and amount of surplus or other funds from which dividends might
properly be declared and paid.


Article X. Amendments; Emergency By-Laws

      Section 10.01 Amendments: All By-Laws of the Company, whether adopted by
the Board of Directors or the stockholders, shall be subject to amendment,
alteration or repeal, and new By-Laws may be made, either:

            (a) By the affirmative vote of the holders of record of a majority
      of the outstanding shares of stock of the Company entitled to vote, given
      at any annual or special meeting, the notice or waiver of notice of which
      shall have specified or summarized the proposed amendment, alteration,
      repeal, or new By-Law; or

            (b) By the Board of Directors, except as to By-Laws that, in
      accordance with applicable law, the Articles of Organization or these
      By-Laws, are subject to amendment, alteration or repeal only by vote of
      the stockholders.

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 20 of 21
<PAGE>

      Section 10.02 Emergency By-Laws: The Board of Directors may adopt
additional or alternative By-Laws or provisions hereof to be operative during an
emergency in the manner contemplated by and subject to applicable law.

--------------------------------

        John Hancock Life Insurance Company - Amended & Restated By-Laws


                                  Page 21 of 21