Exhibit 4.2
AMENDMENT TO
GUARANTEE
AGREEMENT
This AMENDMENT TO GUARANTEE
AGREEMENT (this “Amendment”), dated as of June 29,
2005, is entered by and between JOHN HANCOCK FINANCIAL SERVICES,
INC., a Delaware corporation (the “Company”) and JOHN
HANCOCK VARIABLE LIFE INSURANCE COMPANY, a Massachusetts
corporation (“JHVLICO”).
W I T N E S S E T H:
WHEREAS, the Company and JHVLICO are parties to that
certain Guarantee Agreement dated December 30, 2002 (the
“Agreement”), pursuant to which the Company has
unconditionally guaranteed the full and punctual payment when due
of all amounts payable by JHVLICO with respect to Guarantee Period
Interests, as defined in the Agreement (the “JHFS
Guarantee”). Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the
Agreement;
WHEREAS, Manulife Financial Corporation
(“MFC”), a Canadian corporation and the ultimate
corporate parent of both the Company and JHVLICO, has
unconditionally guaranteed the full and punctual payment when due
of all amounts payable by JHVLICO with respect to guarantee period
interests issued on or after the date hereof under deferred
combination fixed and variable annuity contracts, pursuant to that
certain Subordinated New MVA Guarantee of MFC, dated as of the date
hereof (the “MFC Subordinated New MVA Guarantee”), and
filed as Exhibit 4(j) to the Registration Statement on Form
F-3
