SUBORDINATED OLD MVA GUARANTEE

Exhibit 4.1

SUBORDINATED OLD MVA GUARANTEE

SUBORDINATED OLD MVA GUARANTEE (the “Subordinated Guarantee”) dated as of June 29, 2005, by MANULIFE FINANCIAL CORPORATION, a corporation organized under the laws of Canada (“MFC” or the “Guarantor”), in connection with certain deferred combination fixed and variable annuity contracts (hereinafter, the “Contracts”) issued by JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY, a stock life insurance company organized under the laws of the Commonwealth of Massachusetts (“JHVLICO”).

W I T N E S S E T H:

WHEREAS, JHVLICO is the issuer of Contracts which offer holders thereof the option to earn a guaranteed fixed return for specified periods, which has resulted in such holders receiving certain guarantee period interests; and

WHEREAS, the offer and sale of certain of such guarantee period interests has been registered under the Securities Act of 1933 by JHVLICO; and

WHEREAS, this Subordinated Guarantee uses the term “Guarantee Period” to refer to such specified periods that (a) are applicable to guarantee period interests that have been sold pursuant to such a registered offering and (b) commenced prior to June 29, 2005; and

WHEREAS, this Subordinated Guarantee is intended to enable (i) John Hancock Financial Services, Inc. (“JHFS”), the indirect owner of all of JHVLICO’s outstanding stock, to be exempt from filing certain periodic reports under the Securities Exchange Act of 1934 (“1934 Act”), which will relieve JHFS of costs and inconvenience, and (ii) JHVLICO to maintain its current exemption from filing certain periodic reports under the 1934 Act, which will relieve JHVLICO of costs and inconvenience; and

WHEREAS, as the indirect owner of all of JHFS’s and JHVLICO’s outstanding stock, the Guarantor also will indirectly benefit from the benefits to JHFS and JHVLICO referred to above;

NOW, THEREFORE, in consideration of the premises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Guarantor hereby agrees as follows:

SECTION 1. Guarantee . The Guarantor hereby unconditionally and irrevocably guarantees, as a principal and not merely as a surety, the full and punctual payment when due of all amounts payable by JHVLICO from a Guarantee Period to any holder, owner, annuitant or beneficiary under any Contract creating such interest, to any successor, legatee, heir, or assignee of any such person, to any other account or option under the Contract, or to any other account of any such person (all of the foregoing persons, accounts and options being referred to herein as “Payees”). For this purpose, the amounts payable by JHVLICO to a Payee from a Guarantee Period

SECTION 2. Gross Up . All payments made by the Guarantor to any Payee under this Subordinated Guarantee shall be made in full, free of and without withholding or deduction for, or on account of, any present or future Canadian Taxes (as defined below) (other than Excluded Taxes, as defined below) unless the withholding or deduction of such taxes by the Guarantor is required by law or by the administration or interpretation of such law and provided that, if the Guarantor shall be required by law to deduct or withhold any Canadian Taxes (other than Excluded Taxes) from or in respect of any payment or sum payable to the Payees, the payment or sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional amounts payable under this Section) the Payee receives an amount equal to the sum it would have received if no deduction or withholding had been made (the “Guarantor Additional Amounts”), and the Guarantor shall pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law.

For the purposes of this Section, “Canadian Taxes” means “any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Government of Canada, or any province, territory or political subdivision thereof, or any authority therein or thereof having power to tax” and “Excluded Taxes” means any Canadian Taxes which are imposed on a Payee with respect to any Contract: (a) by or on behalf of a Payee who is liable for such taxes, duties, assessments or governmental charges in respect of such Contract (i) by reason of his being a person with whom JHVLICO or the Guarantor is not dealing at arm’s length for the purposes of the Income Tax Act (Canada), or (ii) by reason of his having a connection with Canada or any province or territory thereof other than the mere holding, use or ownership or deemed holding, use or ownership of such Contract; (b) by or on behalf of a Payee who would not be liable for or subject to such withholding or deduction by making a claim for exemption to the relevant tax authority; or (c) more than 10 days after the Relevant Date (as defined below) except to the extent that the Payee thereof would have been entitled to Guarantor Additional Amounts on presenting the same for payment on the last day of such period of 10 days. For the purposes of this Section, “Relevant Date” means the date on which such payment first becomes due.

SECTION 3. Guarantee Absolute . The Guarantor agrees that this Subordinated Guarantee is a guarantee of payment and not of collection or collectibility, and that the obligations of the Guarantor hereunder shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: