.
                                                                               .
                                                                               .
EXHIBIT 4(a)(ii)


JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)              (John Hancock(R) LOGO)
A STOCK LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------


                                                   
OVERNIGHT MAILING ADDRESS:    ANNUITY SERVICE OFFICE:    HOME OFFICE:
[164 Corporate Drive               [P.O. Box 9505        [Bloomfield Hills, MI]
Portsmouth, NH 03801-6815]  Portsmouth, NH 03802-9505
                            For Inquiries or Assistance
                              in Resolving Complaints:
                                  1-800-344-1029]


                THIS IS A LEGAL CERTIFICATE - READ IT CAREFULLY.

 WE AGREE to pay the benefits of this Certificate in accordance with its terms.

           THIS CERTIFICATE is issued in consideration of the Payment.

John Hancock Life Insurance Company (U.S.A.) ("the Company") will pay an annuity
benefit commencing on the Maturity Date to the Payee as directed by the Owner,
in accordance with the Annuity Payments provision of this Certificate. Unless
another available option under this Certificate is elected, annuity benefit
payments will be payable for a guaranteed period of 10 years and as long
thereafter as the Annuitant lives. If the Owner dies while this Certificate is
in effect prior to the Maturity Date, we will pay a Death Benefit to the
Beneficiary upon receipt of all required claim forms and proof of death of the
Owner at the Annuity Service Office.

                           FIFTEEN DAY RIGHT TO REVIEW

THE OWNER MAY CANCEL THE CERTIFICATE BY RETURNING IT TO OUR ANNUITY SERVICE
OFFICE OR AGENT AT ANY TIME WITHIN 15 DAYS AFTER RECEIPT OF THE CERTIFICATE.
WITHIN 7 DAYS OF RECEIPT OF THE CERTIFICATE BY US, WE WILL PAY THE ACCOUNT
VALUE, ADJUSTED BY ANY MARKET VALUE ADJUSTMENT COMPUTED ON THE DATE THE
CERTIFICATE IS RECEIVED BY US, TO THE OWNER.

WHEN THE CERTIFICATE IS ISSUED AS AN INDIVIDUAL RETIREMENT ANNUITY, DURING THE
FIRST 7 DAYS OF THIS 15 DAY PERIOD, WE WILL RETURN THE GREATER OF (I) ACCOUNT
VALUE, ADJUSTED BY ANY MARKET VALUE ADJUSTMENT OR (II) AN AMOUNT EQUAL TO THE
PAYMENT.

We hold reserves for our guarantees under this Contract in a non-unitized MVA
Separate Account established within the General Account. The assets of the MVA
Separate Account are subject to the liabilities that arise out of the other
business that we conduct. General Account assets are also available to meet the
guarantees under this Contract as well as our other general obligations.

        SIGNED FOR US at Boston, Massachusetts, on the Certificate Date.


         /s/ John DesPrez III                       /s/ Emanuel Alves
- -------------------------------------   ----------------------------------------
              President                                 Secretary

      Modified Single Premium Deferred Annuity with Market Value Adjustment
                                Non-Participating

AMOUNTS PAYABLE UNDER THIS CERTIFICATE MAY BE SUBJECT TO AN UPWARD OR DOWNWARD
MARKET VALUE ADJUSTMENT. AMOUNTS WITHDRAWN UNDER THIS CERTIFICATE MAY BE SUBJECT
TO AN EARLY WITHDRAWAL CHARGE.

09MVAGRP



INTRODUCTION

This is a Modified Single Premium Annuity Certificate. It is effective when we
receive your Payment and apply the Net Payment to the Account Value. We
determine Account Value during the Initial Guarantee Period shown on the
Specifications Page based on the Net Payment and the Initial Guaranteed Interest
Rate. After that, and prior to the Maturity Date while you are still living, the
Account Value will accumulate based on the interest rate we guarantee for each
Subsequent Guarantee Period selected. Amounts withdrawn prior to the end of any
Guarantee Period are subject to a Market Value Adjustment and possible
Withdrawal Charges, which could reduce the withdrawal amount and any remaining
Account Value below the Payment.

You must allocate the Payment to one Guarantee Period.

On the Maturity Date, if the Annuitant and Owner are still living, the
Certificate will provide for Annuity Payments to the Payee based upon the
Annuity Option selected. Fixed annuity dollar amounts are guaranteed by the
Company.



TABLE OF CONTENTS                                                           PAGE
- -----------------                                                           ----
                                                                         
PART 1 - DEFINITIONS ....................................................     3
PART 2 - GENERAL PROVISIONS .............................................     4
PART 3 - OWNER, BENEFICIARY .............................................     6
PART 4 - PAYMENT ........................................................     6
PART 5 - GUARANTEE PERIOD, SUBSEQUENT GUARANTEE PERIODS .................     6
PART 6 - MARKET VALUE ADJUSTMENT (MVA) FORMULA ..........................     7
PART 7 - INTEREST ON ACCOUNT VALUE ......................................     7
PART 8 - WITHDRAWAL(S) ..................................................     8
PART 9 - FEES AND DEDUCTIONS ............................................     9
PART 10 - DEATH BENEFITS ................................................     9
PART 11 - ANNUITY PAYMENTS ..............................................    10




PART 1: DEFINITIONS


                           
WE AND YOU                    "We", "us" and "our" means the Company. "You" or
                              "your" means the Owner of this Certificate.

ACCOUNT VALUE                 The amount we hold under this Certificate for you
                              at any given time. On the Certificate Date, the
                              Account Value is equal to the Net Payment.
                              Thereafter, we determine the Account Value as
                              specified in the Certificate, "Part 7: Interest on
                              Account Value."

ANNUITANT                     Any individual person or persons whose life is
                              used to determine the duration of Annuity Payments
                              involving life contingencies. The Annuitant is as
                              designated on the Specifications Page, unless
                              changed prior to the Maturity Date.

ANNUITY OPTION                The method selected by you for Annuity Payments
                              made by us.

ANNUITY PAYMENT(S)            Payment(s) by us to you or your designated Payee,
                              which commence on or after the Maturity Date and
                              are in accordance with the Annuity Option elected
                              under the terms of this Certificate.

ANNUITY SERVICE OFFICE        Any office designated by us for the receipt of
                              Payment and processing of Owner requests. The
                              Annuity Service Office is shown on the Certificate
                              Cover Page.

BENEFICIARY                   The person, persons or entity to whom certain
                              benefits are payable following the death of an
                              Owner, or if the Owner is a non natural person, an
                              Annuitant.

CERTIFICATE ANNIVERSARY       The anniversary of the Certificate beginning
                              twelve consecutive months from the Certificate
                              Date and each year thereafter.

CERTIFICATE DATE              The date of issue of this Certificate as
                              designated on the Specifications Page.

CERTIFICATE YEAR              The period of time measured twelve consecutive
                              months from the Certificate Date or any
                              Certificate Anniversary thereafter.

CONTINGENT BENEFICIARY        The person, persons or entity, who becomes the
                              Beneficiary if the Beneficiary is not alive when a
                              benefit is due and payable.

ENDORSEMENT                   An Endorsement modifies the Certificate to which
                              it is attached. Endorsements must be signed by an
                              officer of the Company in order to be effective.

GENERAL ACCOUNT               All of the Company's assets other than the assets
                              in segregated asset accounts which are maintained
                              as "insulated" separate accounts under applicable
                              law.

GROSS WITHDRAWAL AMOUNT       The amount deducted from the Account Value for a
                              full or partial withdrawal. For a full withdrawal
                              such amount is the Account Value. For a partial
                              withdrawal, it is the amount you request plus any
                              applicable Withdrawal Charge, adjusted by any
                              applicable Market Value Adjustment.

IN WRITING                    Unless otherwise stated, means a notice provided
                              in a format acceptable to us based on the type of
                              request, which is received at our Annuity
                              Servicing Office.

INTERNAL REVENUE CODE (IRC)   The Internal Revenue Code of 1986, as amended from
                              time to time, and any successor statute of similar
                              purposes.

INITIAL GUARANTEE PERIOD      The period of time beginning on the Certificate
                              Date that the Initial Guaranteed Interest Rate is
                              in effect. The Initial Guarantee Period continues
                              for the period shown on the Specifications Page.

INITIAL GUARANTEED INTEREST   The compound annual rate, shown on the
RATE                          Specifications Page of the Certificate, credited
                              to the Account Value during the Initial Guarantee
                              Period under the terms of the Certificate.



                                                                         Page 3




                           
MATURITY DATE                 The date on which Annuity Payments are scheduled
                              to commence. It is the date specified on the
                              Specifications Page, unless changed.

MEASURING PERSON              The person on whose life annuity payments will be
                              based.

NET PAYMENT                   The Payment less the amount of premium tax, if
                              any, deducted from the Payment.

OWNER(S)                      The person, persons or entity entitled to the
                              ownership rights under this Certificate. The Owner
                              is as designated on the Specifications Page,
                              unless changed.

PAYEE                         Any of the person(s) or entity to whom Annuity
                              Payments are to be made.

PAYMENT                       An amount paid to us by you that we accept as
                              consideration for the benefits provided by this
                              Certificate.

QUALIFIED CERTIFICATE         A Certificate issued under a Qualified Plan.

QUALIFIED PLANS               Retirement plans, which receive favorable tax
                              treatment under sections 401, 403, 408, 408A, 414
                              or 457, of the Internal Revenue Code of 1986, as
                              amended.

MVA SEPARATE ACCOUNT          A non-registered separate account that we
                              established within the General Account and in
                              which we hold reserves for our guarantees under
                              the Contract. Our other General Account assets are
                              also available to meet the guarantees under the
                              Contract and our other obligations. The assets of
                              the MVA Separate Account are subject to the
                              liabilities that arise out of the other business
                              that we conduct.

SUBSEQUENT GUARANTEE PERIOD   A period of time beginning on the day following
                              expiry of the immediately preceding Guarantee
                              Period.


PART 2: GENERAL PROVISIONS

ENTIRE CERTIFICATE

This Certificate is an agreement between the Owner(s) and the Company. The
entire Certificate consists of this Certificate, any Riders, Endorsements and
application, if one is attached.

The benefits and values available under this Certificate are not less than the
minimum required by any statute of the state in which this Certificate is
delivered. We have filed a detailed statement of the method used to calculate
the benefits and values with the Department of Insurance in the state in which
this Certificate is delivered, if required by law.

You may also have access to (i) information for you or a member of your family,
regarding elder care needs and questions, either directly or through a third
party arrangement, and (ii) assistance that may help you identify various elder
care service agencies available in your community.

MODIFICATION

Only the President, a Vice President, or the Secretary of the Company has
authority to agree on our behalf to any alteration of the Certificate or to any
waiver of our rights or requirements. The alteration or waiver must be in
writing. We will not change or modify this Certificate without your consent
except as may be required to make it conform to any applicable law or regulation
or any ruling issued by a government agency; or unless we have reserved the
right to change the terms herein.

CHANGE IN MATURITY DATE

Prior to the Maturity Date, an Owner may request in writing a change of the
Maturity Date. Any extension of the Maturity Date will be subject to our
approval.

ASSIGNMENT

You may assign this Certificate, except as otherwise provided, at any time prior
to the Maturity Date. Your interest, any interest of the Annuitant and of any
revocable Beneficiary shall be subject to the terms of the assignment. We will
not be on notice of any assignment unless it is in writing. We will not be
liable for any payments made or actions we take


                                                                         Page 4



before the assignment is accepted by us. An absolute assignment will revoke the
interest of any revocable Beneficiary. We assume no responsibility for the
validity or sufficiency of any assignment.

If this Certificate is issued in a tax qualified plan, this Certificate is
subject to assignment restrictions for Federal Income Tax purposes. In such
event, this Certificate shall not be sold, assigned, discounted, or pledged as
collateral for a loan or as security for the performance of an obligation or for
any other purpose, to any person other than us.

CLAIMS OF CREDITORS

All benefits and payments under this Certificate shall be exempt from the claims
of creditors of the Certificate Owner to the extent permitted by law.

MISSTATEMENT AND PROOF OF AGE, SEX OR SURVIVAL

We may require proof of age, sex or survival of any person upon whose age, sex
or survival an Annuity Payment depends. If the age or sex of the Annuitant has
been misstated, the benefits will be those which the Annuity Payment would have
provided for the correct age and sex. If we have made incorrect Annuity
Payments, the amount of any underpayment will be paid immediately. The amount of
any overpayment will be deducted from future Annuity Payments. We will uniformly
charge or credit interest in accordance with state law, as applicable.

NON-PARTICIPATING

Your Certificate is non-participating and will not share in our profits or
surplus earnings. We will pay no dividends on your Certificate.

CANCELLATION FOR MINIMUM ACCOUNT VALUE

If, as a result of any partial withdrawal, the Account Value would be reduced to
less than the Minimum Account Value, indicated on the Specifications Page, we
may cancel this Certificate and pay you the amount equal to that which would be
paid as a result of a Total Withdrawal, as described in Part 8, "Withdrawals".

REPORTS

We will send you any reports required by law.

CURRENCY AND PLACE OF PAYMENTS

All payments made to or by us shall be made in the lawful currency of the United
States of America at the Annuity Service Office or elsewhere if we consent.

NOTICES AND ELECTIONS

To be effective, all notices and elections you make under this Certificate must
be in writing, signed by you and received by us at the Annuity Service Office.
Unless otherwise provided in this Certificate, all notices, requests and
elections will be effective when received by us at our Annuity Service Office,
complete with all necessary information and your signature.

ISSUE STATE

This Certificate will be governed by the laws of the jurisdiction indicated on
the Specifications Page.

SECTION 72(s)

The provisions of this Certificate shall be interpreted so as to comply with the
requirements of Section 72(s) of the Internal Revenue Code.


                                                                         Page 5



PART 3: OWNER, BENEFICIARY

OWNER

The Owner of this Certificate shall be the person, persons or entity designated
on the Specifications Page unless otherwise changed by you in writing. If
amounts become payable to the Beneficiary under this Certificate, the
Beneficiary becomes the Owner of this Certificate.

BENEFICIARY

Upon the death of the Owner, any surviving Owner will become the Beneficiary. If
there is no surviving Owner, the Beneficiary will be as designated on the
Specifications Page, unless otherwise changed during the Owner's lifetime. If no
such Beneficiary is living, the Beneficiary is the "Contingent Beneficiary". If
no Beneficiary or Contingent Beneficiary is living, the Beneficiary is the
estate of the deceased Owner.

CHANGE OF OWNER, ANNUITANT, BENEFICIARY

Subject to the rights of an irrevocable Beneficiary, you may request to change
the Owner, Annuitant, or Beneficiary by sending us notice in writing. Any such
request must be received at our Annuity Service Office and approved by us. If we
approved a change of Beneficiary, it will take effect on the date the request is
signed. If we approve a change of Owner or Annuitant, it will take effect on the
date we received the request at the Annuity Service Office. The Annuitant may
not be changed after the Maturity Date. You need not send us the Certificate
unless we request it. We will not be liable for any payments or actions we take
before we approve the change.

If any Annuitant is changed and any Owner is not an individual, the entire
interest in the Certificate must be distributed to the Owner within five years
of the change.

PART 4: PAYMENT

The Certificate is not effective until Payment is received by us at our Annuity
Service Office or such other place as we may designate. The Payment deposited
into the Certificate can not exceed the Maximum Payment Limit shown on the
Specifications Page. Upon request we will consider, applying nondiscriminatory
financial factors, waiving any of the above conditions.

ALLOCATION OF NET PAYMENT

When we receive the Payment, the Net Payment will be allocated to the Initial
Guarantee Period as shown on the Specifications Page.

PART 5: GUARANTEE PERIOD, SUBSEQUENT GUARANTEE PERIODS

GUARANTEE PERIOD

The Guarantee Period may be either the Initial Guarantee Period or a Subsequent
Guarantee Period. We allocate the Payment to the Initial Guarantee Period
elected and shown on the Specifications Page. Thereafter, any allocation of your
Account Value will be in a Subsequent Guarantee Period then available under this
Certificate. The Initial Guarantee Period is measured from the date your Payment
is allocated to the Guarantee Period. All Subsequent Guarantee Periods are
measured from the first day following the last day of the immediately preceding
Guarantee Period.


                                                                         Page 6



SUBSEQUENT GUARANTEE PERIODS

At least 15 days, but not more than 45 days prior to the expiration of the
initial Guarantee Period and any Subsequent Guarantee Period, we will provide
you with a written notice of the expiry of the Guarantee Period and notice of
the Subsequent Guarantee Periods available. Unless we receive written
instructions from You selecting a Subsequent Guarantee Period from those then
available, upon expiration of any Guarantee Period, a Subsequent Guarantee
Period of one year will commence. If a one year Guarantee Period is not
available, you will be placed in the next shortest available Guarantee Period.
Any Subsequent Guarantee Period will begin the day after the expiration of the
immediately proceeding Guarantee Period. We do not subject an amount to a Market
Value Adjustment when it is applied to a Subsequent Guarantee Period.

If you elect a Subsequent Guarantee Period that extends beyond the Maturity Date
shown on the Specifications Page, your Maturity Date will be extended to the
last day of that Subsequent Guarantee Period. In no event will you be permitted
to elect a Subsequent Guarantee Period longer than the shortest Guarantee Period
ending on or after the Maximum Maturity Date shown on the Specifications Page.

PART 6: MARKET VALUE ADJUSTMENT (MVA) FORMULA

Any amounts withdrawn or converted to Annuity Payments on any date other than
the period 30 days after the expiration of the Guarantee Period may be adjusted
upward or downward by the application of a Market Value Adjustment Factor
described below.

The Market Value Adjustment Factor is determined by the following formula:

           n
           --
           12
   l + i
[---------]
 l + j + k

Where k, i, j and n are defined as follows:

i = guaranteed rate in effect for the current Guarantee Period for this
Certificate

j = rate offered on a Guarantee Period equal to number of months remaining in
the current Guarantee Period, as of the date your request is processed. For
purposes of this calculation, months remaining will be rounded up to the next
nearest whole number. If a rate for this duration is not available, the Company
will declare a rate solely for this purpose that is consistent with rates for
durations that are currently available

k = Adjustment Factor, as indicated on the Specifications Page

n = number of months from date that any amounts withdrawn or converted to
Annuity Payments are processed to the end of your current Guarantee Period. In
the case of partial months, n is rounded up to the next month.

The amount of Market Value Adjustment, if any, upon withdrawal is specified in
Part 8, "Withdrawals."

The Market Value Adjustment is equal to A x (B-1) where A is the amount subject
to adjustment, and B is the Market Value Adjustment factor above. The Market
Value Adjustment may be positive or negative.

PART 7: INTEREST ON ACCOUNT VALUE

The Account Value is the value of the amount allocated to the Guarantee Period,
reduced by any Gross Withdrawal Amounts and reduced by any other applicable
charges described in the Certificate and accumulated with interest. The Account
Value will accumulate at a rate of interest determined by us and in effect on
the date the amount is allocated to the Guarantee Period. The Initial Guaranteed
Interest Rate is shown on the Specification Page. The Initial Guaranteed
Interest Rate may vary based on the amount of the Payment allocated to the
Guarantee Period and will apply throughout the Initial Guarantee Period. At the
commencement of any Subsequent Guarantee Period, the interest rate credited will
be at least equal to our declared interest rate then in effect for new policies
of the same size with Guarantee Periods of the same duration commencing at the
beginning of the Subsequent Guarantee Period. All


                                                                         Page 7



such declared interest rates will be expressed on an annual effective basis and
will never be less than the guaranteed minimum interest rate required by law, if
any. The interest credited on any given day will be a rate which, if compounded
daily for one year, would equal the applicable declared interest rate.

PART 8: WITHDRAWALS

You may withdraw part or all of the Account Value at any time before the earlier
of the death of an Owner or Annuitant if the Owner is a non natural person or
the Maturity Date by sending us a notice in writing.

We will not defer payment more than six months beyond the date we receive such
notice. If we defer payment for more than 30 days, the amount deferred will earn
interest at a rate not less than the minimum required by law.

FREE WITHDRAWAL AMOUNT

The Free Withdrawal Amount will equal the greater of a) the annual Required
Minimum Distribution amount for Owners of Qualified Certificates aged 70 1/2 or
more or b) the amount of any interest credited to the Account Value during the
12 months prior to the date of your request, less any Gross Withdrawal Amount(s)
taken during this 12 month period.

TOTAL WITHDRAWAL

Upon receipt of your request to withdraw all of your Account Value, we will
terminate the Certificate and we will pay you the following amount:

F + [(A - F) x M] - W, WHERE:

F = the Free Withdrawal Amount;

A = the Account Value, reduced by any applicable Annual Fee;

M = the Market Value Adjustment Factor;

W = the Withdrawal Charge.

PARTIAL WITHDRAWAL(S)

You may withdraw less than your entire Account Value. However, requests for
amounts in excess of the Free Withdrawal Value are subject to a Withdrawal
Charge, a Market Value Adjustment and will be determined using the following
calculation:

F + [(G - F) x M] - W, WHERE:

F = the Free Withdrawal Amount;

G = the Gross Withdrawal Amount;

M = the Market Value Adjustment Factor;

W = the Withdrawal Charge.

We do not restrict the frequency of withdrawals. However, amounts withdrawn must
be no less than the Minimum Partial Withdrawal Amount shown on the Certificate's
Specifications Pages. Any withdrawal which would reduce the Account Value to
less than the Minimum Account Value, indicated on the Specifications Page, may
be treated as a request for a Total Withdrawal of your Account Value.

WITHDRAWAL CHARGE

If a withdrawal is made from the Certificate prior to the Maturity Date, a
Withdrawal Charge may be assessed against the portion of the Account Value being
withdrawn. The amount of the Withdrawal Charge and when it is assessed is
discussed below

     1)   The Free Withdrawal Amount is defined above and may be withdrawn free
          of a Withdrawal Charge and is not subject to a Market Value
          Adjustment.


                                                                         Page 8



     2)   Any amounts withdrawn in excess of the Free Withdrawal Amount will be
          subject to a Withdrawal Charge, if any. The Withdrawal Charge is
          determined by multiplying the Gross Withdrawal Amount less any annual
          administration fee and Free Withdrawal Amount by the applicable
          Withdrawal Charge percentage shown on the Specifications Page.

     3)   No Withdrawal Charge will apply to withdrawals made at the end of a
          Guarantee Period as described in "Part 5: Guarantee Period, Subsequent
          Guarantee Period". A request for withdrawal at the end of a Guarantee
          Period must be received in writing during the 30 day period
          immediately following the end of that Guarantee Period.

PART 9: FEES AND DEDUCTIONS

ANNUAL FEE

To compensate us for assuming certain administrative expenses, we may charge an
Annual Fee as set forth on the Specifications Page. Prior to the Maturity Date,
the Annual Fee is deducted from the Account Value on each Certificate
Anniversary. If the Account Value is totally withdrawn on any date other than
the Certificate Anniversary, we will deduct the total amount of the Annual Fee
from the amount paid. After the Maturity Date, the Annual Fee is deducted on a
pro rata basis from each Annuity Payment.

TAXES

We may charge certain taxes against your Payment, Account Value, payment of
Death Benefit, or Annuity Payments (either at the time of Payment, full
withdrawal, or when Annuity Payments commence), as appropriate. Such taxes may
include premium taxes or other taxes levied by any government entity which we
determine have resulted from the establishment or maintenance of the MVA
Separate Account, or from the receipt by us of Payments, or from the issuance of
this Certificate, or from the commencement or continuance of Annuity Payments
under this Certificate.

PART 10: DEATH BENEFITS

DEATH BEFORE MATURITY DATE

If any Owner dies prior to the Maturity Date (or date Annuity Payments begin, if
earlier) the Death Benefit will be equal to the Account Value, as of the date on
which written notice and proof of death and all required claim forms are
received in good order at the Company's Annuity Service Office.

On the death of the last surviving Annuitant, the Owner becomes the new
Annuitant, if the Owner is an individual. If any Owner is a non natural person,
the death of an Annuitant is treated as the death of an Owner.

If the co-Owner predeceases the Owner, the Owner will be treated as the
Beneficiary.

The Beneficiary may continue the Certificate as the Owner, subject to the
requirements of Section 72(s) of the Internal Revenue Code. If the Certificate
cannot continue under Section 72(s), or if the Beneficiary elects not to
continue the Certificate, the Death Benefit will be distributed under one of the
following provisions:

     (i)   as an Annuity Option as described within Part 11: "Annuity Payments";
           or

     (ii)  over the life of the Beneficiary, or over a period not to extend
           beyond the life expectancy of the Beneficiary, with all such
           distributions beginning within one year from the date of the Owner's
           Death; or

     (iii) the entire interest in the Certificate must be distributed within
           five (5) years of the Owner's Death; or

     (iv)  in one lump sum.

Withdrawal Charges will be waived on any withdrawals under (ii), (iii) or (iv).
If the Beneficiary dies before distributions under (ii) or (iii) are complete,
the remaining Death Benefit must be distributed in a lump sum immediately. If
there is more than one Beneficiary, the foregoing provisions will independently
apply to each Beneficiary.

The Certificate will terminate if the Death Benefit is taken in one sum.


                                                                         Page 9



If the Beneficiary decides to continue the Certificate as the Owner, subject to
Section 72(s), the new Owner must carry out the current Guarantee Period and
thereafter, applicable Market Value Adjustments will apply to amounts withdrawn
as described under the Certificate. Such amounts may be adjusted upward or
downward by the application of a Market Value Adjustment Factor. Subject to the
rights of an irrevocable Beneficiary, the new Owner in such instance may name a
new Beneficiary and, if no Beneficiary is so named, the decedent Beneficiary's
estate will be the Beneficiary.

If the Certificate is held as part of a Qualified Plan, the terms of your
Qualified Plan Endorsement form will control.

We will permit the Owner to limit the Death Benefit option(s) to be offered to
any named Beneficiary, if the Owner provides notice in writing to the Company
prior to death and the desired option(s) is one provided for in this
Certificate.

DEATH BENEFIT ON OR AFTER MATURITY DATE

On or after the date Annuity Payments begin, if the Annuitant dies, the Death
Benefit will depend on the Annuity Option selected in accordance with Part 11:
"Annuity Payments".

PROOF OF DEATH

Proof of death is required upon the death of the Annuitant or the Owner. Proof
of death is one of the following received at the Annuity Service Office:

     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.

     c)   Any other proof satisfactory to us.

PART 11: ANNUITY PAYMENTS

GENERAL

Any amounts payable under this Certificate may be converted to Annuity Payments
in accordance with one or more of the Annuity Options described below, subject
to any restrictions of Internal Revenue Code section 72(s). Once Annuity
Payments commence, the Annuity Option and the Annuitant may not be changed.

We will pay annuity benefits in the form of Annuity Payment(s) on the life of
the Annuitant, to the Payee, if living, on the Maturity Date. Annuity Payments
will commence on or after the Maturity Date and continue for the period of time
provided for under the Annuity Option You elect.

MATURITY DATE

On the Maturity Date or other date elected to commence Annuity Payments, we will
convert the Account Value adjusted by any Market Value Adjustment as described
in Part 6 of this Certificate, into Annuity Payments. The amount used to
determine the first Annuity Payment will be measured as of a date not more than
10 business days prior to the Maturity Date.

Only a Certificate Value of $5,000 or more may be applied to one of the annuity
payment options offered. If the amount of the first annuity payment would be
less than our minimum requirements then in effect, we may make a single payment,
adjusted by any Market Value Adjustment as described in Part 6 of this
Certificate, on the date the first payment is payable. This single payment is in
place of all other benefits provided by this Certificate.

CALCULATION USED TO DETERMINE ANNUITY PAYMENT(S)

The amount of each Annuity Payment is determined by applying the amounts which
will be converted to Annuity Payment(s) to the appropriate table(s) identified
by this Certificate. We guarantee the dollar amount of each Annuity Payment.
Annuity Payments will never be less than that available by applying the Account
Value adjusted by any Market Value Adjustment as described in Part 6 of this
Certificate, to buy a single premium immediate annuity then offered by us, or by
one of our affiliated companies if we do not offer a single premium immediate
annuity.


                                                                         Page 10



DESCRIPTION OF ANNUITY OPTIONS

The following annuity payment options are available under this Certificate for a
single life:

     a.   Life Annuity with a Guaranteed Period of 5, 10, or 20 Years. Under
          this option we will make payments for the guaranteed period elected,
          and as long thereafter as the Measuring Person lives.

     b.   Life Annuity. Under this option, we will make payments throughout the
          lifetime of the Measuring Person. No further payments will be made
          after the death of the Measuring Person.

     c.   A single sum or any other option which we may make available including
          joint lives.

ALTERNATIVE ANNUITY OPTIONS

Instead of settlement in accordance with the Annuity Options described above,
you may choose an alternate form of settlement acceptable to us. Once Annuity
Payments commence, the form of settlement may not be changed.


                                                                         Page 11



TABLE OF PAYMENT RATES

The rates shown below are guaranteed minimum rates. The actual rates that we
will apply will be the greater of these guaranteed minimum rates and the current
rates in effect at the time Annuity Payments begin. Information regarding our
current rates will be available to any Owner upon request.

                       MONTHLY ANNUITY PAYMENT RATE TABLE



 AGE OF MEASURING            LIFE ANNUITY WITH GUARANTEED
PERSON ON BIRTHDAY                      PERIOD
   NEAREST DATE      --------------------------------------------
 OF FIRST PAYMENT    5 YEARS   10 YEARS   20 YEARS   LIFE ANNUITY
- ------------------   -------   --------   --------   ------------
                                            
        55             3.07      3.05       3.00         3.07
        56             3.14      3.13       3.07         3.14
        57             3.21      3.20       3.13         3.22
        58             3.29      3.28       3.20         3.30
        59             3.38      3.36       3.27         3.39
        60             3.47      3.45       3.34         3.48
        61             3.57      3.54       3.42         3.58
        62             3.67      3.64       3.50         3.68
        63             3.78      3.74       3.58         3.79
        64             3.89      3.85       3.66         3.91
        65             4.02      3.97       3.74         4.03
        66             4.15      4.09       3.83         4.17
        67             4.29      4.22       3.91         4.31
        68             4.44      4.36       4.00         4.46
        69             4.60      4.50       4.08         4.63
        70             4.78      4.66       4.17         4.81
        71             4.96      4.82       4.25         5.00
        72             5.16      4.99       4.32         5.21
        73             5.38      5.17       4.40         5.44
        74             5.61      5.36       4.47         5.69
        75             5.83      5.56       4.53         5.95
        76             6.13      5.76       4.59         6.24
        77             6.41      5.97       4.64         6.55
        78             6.71      6.18       4.69         6.89
        79             7.03      6.40       4.73         7.25
        80             7.38      6.62       4.77         7.65
        81             7.74      6.83       4.80         8.08
        82             8.13      7.04       4.82         8.55
        83             8.54      7.25       4.84         9.06
        84             8.97      7.45       4.86         9.61
        85             9.41      7.63       4.87        10.21
        86             9.87      7.80       4.88        10.86
        87            10.33      7.96       4.89        11.57
        88            10.80      8.10       4.90        12.32
        89            11.26      8.23       4.90        13.12
        90            11.71      8.35       4.91        13.96
        91            12.15      8.45       4.91        14.84
        92            12.57      8.54       4.91        15.75
        93            12.97      8.62       4.91        16.69
        94            13.35      8.69       4.91        17.66
        95 and over   13.73      8.75       4.91        18.67


These rates are based on the Annuity 2000 mortality table for Females projected
for improvement using projection scale G. Interest is at an annual effective
rate of 1.5%.


                                                                         Page 12



JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)              (John Hancock(R) LOGO)
A STOCK LIFE INSURANCE COMPANY

                               SPECIFICATIONS PAGE


                                         
TYPE OF CONTRACT/CERTIFICATE: [QUALIFIED]   MATURITY DATE               [8/1/2032]
CONTRACT/CERTIFICATE DATE:     [8/1/2009]   MAXIMUM MATURITY DATE       [8/1/2052]
PAYMENT:                       [$250,000]   CONTRACT/CERTIFICATE NUMBER   [000111]
OWNER:                  [DOROTHY HANCOCK]   ISSUE STATE:                      [MA]
CO-OWNER:                     [JAMES DOE]   OWNER'S AGE                       [52]
ANNUITANT                  [JOHN HANCOCK]   ANNUITANT'S AGE                   [52]
CO-ANNUITANT             [NON APPLICABLE]




                                                              INITIAL GUARANTEE PERIOD
INITIAL GUARANTEE PERIOD   INITIAL GUARANTEED INTEREST RATE        EXPIRATION DATE
- ------------------------   --------------------------------   ------------------------
                                                        
        [3 Years]                       [3.95%]                      [8/1/2012]



                                              
ADJUSTMENT FACTOR                                     [0.25%]
ANNUAL FEE                                           [$0-$75]
PARTIAL WITHDRAWAL LIMITATIONS:
MINIMUM PARTIAL WITHDRAWAL AMOUNT                     [$1000]
MINIMUM ACCOUNT VALUE AFTER PARTIAL WITHDRAWAL        [$5000]
MAXIMUM PAYMENT                                  [$1,000,000]


[THIS CONTRACT/CERTIFICATE IS INTENDED FOR ISSUES AS TO A TAX-QUALIFIED
RETIREMENT PLAN UNDER THE INTERNAL REVENUE CODE FOR TAX-FAVORED STATUS. UNLESS
OTHERWISE REQUIRED TO QUALIFY FOR SUCH STATUS, LANGUAGE IN THIS
CONTRACT/CERTIFICATE REFERRING TO FEDERAL TAX STATUS OR RULES IS INFORMATIONAL
AND INSTRUCTIONAL. SUCH LANGUAGE IS NOT SUBJECT TO APPROVAL OR DISAPPROVAL BY
THE STATE IN WHICH THE CONTRACT/CERTIFICATE IS ISSUED FOR DELIVERY. PLEASE SEEK
THE ADVICE OF YOUR OWN TAX ADVISOR REGARDING YOUR INDIVIDUAL TAX TREATMENT.]


                                       S.1


[TABLES OF WITHDRAWAL CHARGES:

APPLICABLE TO ACCOUNT VALUE DURING THE INITIAL GUARANTEE PERIOD:



                   CONTRACT/CERTIFICATE YEAR AT TIME OF WITHDRAWAL
                   -----------------------------------------------
GUARANTEE PERIOD    1    2    3    4    5    6    7    8    9   10
- ----------------   --   --   --   --   --   --   --   --   --   --
                                  
     1 YEAR        0%
     2 YEAR        0%   0%
     3 YEAR        7%   7%   6%
     4 YEAR        7%   7%   6%   6%
     5 YEAR        7%   7%   6%   6%   5%
     6 YEAR        7%   7%   6%   6%   5%   4%
     7 YEAR        7%   7%   6%   6%   5%   4%   3%
     8 YEAR        7%   7%   6%   6%   5%   4%   3%   3%
     9 YEAR        7%   7%   6%   6%   5%   4%   3%   3%   2%
     10 YEAR       7%   7%   6%   6%   5%   4%   3%   3%   2%   1%


APPLICABLE TO ACCOUNT VALUE DURING ANY SUBSEQUENT GUARANTEE PERIOD:



                    YEARS SINCE THE COMMENCEMENT OF THE SUBSEQUENT
                      GUARANTEE PERIOD AT THE TIME OF WITHDRAWAL
                   ------------------------------------------------
GUARANTEE PERIOD    1    2    3    4    5    6    7    8    9   10
- ----------------   --   --   --   --   --   --   --   --   --   --
                                  
     1 YEAR        0%
     2 YEAR        0%   0%
     3 YEAR        5%   5%   4%
     4 YEAR        5%   5%   4%   4%
     5 YEAR        5%   5%   4%   4%   3%
     6 YEAR        5%   5%   4%   4%   3%   3%
     7 YEAR        5%   5%   4%   4%   3%   3%   2%
     8 YEAR        5%   5%   4%   4%   3%   3%   2%   1%
     9 YEAR        5%   5%   4%   4%   3%   3%   2%   1%   0%
     10 YEAR       5%   5%   4%   4%   3%   3%   2%   1%   0%   0%


                                                                               ]


                                       S.2


                            BENEFICIARY INFORMATION



Beneficiary(s)                          [John Doe]



Contingent Beneficiary(s)               [Jane Doe.]


                                      S.3