HANCOCK JOHN VARIABLE ANNUITY ACCOUNT H, N-4 EL, 1996-07-18

HANCOCK JOHN VARIABLE ANNUITY ACCOUNT H
N-4 EL, 1996-07-18

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<PAGE>

As filed with the Securities and Exchange Commission on July 18, 1996
File No. 33-____
811-____
________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [X]

PRE-EFFECTIVE AMENDMENT NO. ___ [_]
POST-EFFECTIVE AMENDMENT NO. ___ [_]

AND/OR

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]

AMENDMENT NO. ___ [_]

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT H
(EXACT NAME OF REGISTRANT)

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)

JOHN HANCOCK PLACE, BOSTON, MA 02117
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 572-5060

SANDRA M. DADALT, ESQUIRE
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
JOHN HANCOCK PLACE
BOSTON, MA 02117
(NAME AND ADDRESS OF AGENT FOR SERVICE)

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of the Registration Statement.

An indefinite number or amount of securities is being registered by this
Registration Statement, pursuant to Rule 24f-2 under the Investment Company Act
of 1940. The $500 filing fee required by Rule 24f-2 is paid herewith. The
securities being registered are units of interest under variable annuity
contracts.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT H

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
Form N-4 Item Prospectus Caption
- ------------- ------------------

<S> <C>
1. Cover Page................................... Cover Page

2. Definitions.................................. Special Terms; Variable Account
Valuation Procedures

3. Synopsis..................................... Synopsis of Expense Information;
Summary Information

4. Condensed Financial
Information................................. Not Applicable

5. General Description of
Registrant, Depositor and
Portfolio Companies......................... Cover Page; Summary Information; The
Company; The Separate Account; The Trust;
Voting Privileges

6. Deductions and Expenses...................... The Trust; The MVA Fixed Account;
Charges Under the Contracts;
Distribution of the Contracts

7. General Description of Variable
Annuity Contracts........................... The MVA Fixed Account; The
Contracts; The Accumulation Period;
The Annuity Period; Miscellaneous
Provisions; Changes in Applicable Law -
Funding and Otherwise

8. Annuity Period............................... The Annuity Period

9. Death Benefit................................ The Accumulation Period; The Annuity
Period

10. Purchases and Contract Values................ The Contracts; Variable Account
Valuation Procedures; Distribution of the
Contracts

11. Redemptions.................................. Charges Under the Contracts -
Contingent Deferred Sales Load; The
Accumulation Period - Surrender of
Contract, Partial Withdrawals;
Miscellaneous Provisions - Deferment of
Payment; Summary Information - 10 Day
Free-Look Provision

12. Taxes........................................ Federal Income Taxes

13. Legal Proceedings............................ Legal Proceedings

14. Table of Contents of Statement
of Additional Information................... Table of Contents of Statement of
Additional Information
</TABLE>
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT H

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
Statement of Additional
Form N-4 Item Information Caption
- ------------- -----------------------

<S> <C>
15. Cover Page......................... Cover Page

16. Table of Contents.................. Table of Contents

17. General Information and
History........................... Not Applicable

18. Services........................... Services Agreement

19. Purchase of Securities Being
Offered........................... Not Applicable

20. Underwriters....................... Not Applicable

21. Calculation of Performance
Data.............................. Calculation of Performance Data

22. Annuity Payments................... Calculation of Annuity Payments

23. Financial Statements............... Separate Account Financial Statements
</TABLE>
<PAGE>

SUBJECT TO COMPLETION, DATED JULY 18, 1996

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

DEFERRED COMBINATION FIXED AND VARIABLE ANNUITY CONTRACTS

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT H

PROSPECTUS - __, 1996

The deferred annuity contracts described in this prospectus may be funded
by any one or more of the ten subaccounts ("Subaccounts") of John Hancock
Variable Annuity Account H ("Separate Account"), and by the Market Value
Adjustment Fixed Account ("MVA Fixed Account"). The Separate Account is a
separate investment account of John Hancock Mutual Life Insurance Company
("Company"). The contracts are issued as group or individual contracts. An
individual's interest in a group contract is evidenced by the issuance of a
separate Certificate. In some states, contracts are offered on an individual
basis, with the issuance of an individual contract. The Certificates and
individual contracts are collectively referred to herein as the "Contracts."

The Contracts are designed to provide retirement benefits under tax
qualified plans, as well as under non-qualified arrangements. All funds
accumulate on a tax-deferred basis under the Contracts. You may elect a
variable return investment option through the Separate Account or a guaranteed
interest investment option through the MVA Fixed Account, or a combination of
these two options.

Under the variable return investment option, you can choose among one or
more of the following Subaccounts of the Separate Account: V.A.International,
V.A. Emerging Growth , V.A. Discovery, V.A. Independence Equity, V.A. Sovereign
Investors, V.A. 500 Index, V.A. Sovereign Bond, V.A. Strategic Income, V.A.
World Bond, and V.A. Money Market. The assets of each Subaccount will be
invested in a corresponding series, or "Fund," of the John Hancock Declaration
Trust ("Trust"), a mutual fund advised by John Hancock Advisers, Inc.
("Adviser"). The prospectus for the Trust accompanies this prospectus, and
describes the investment objectives, policies and risks of the Trust.

Under the MVA Fixed Account guaranteed interest investment option, you can
choose among various available Guarantee Periods, each of which has its own
interest rate and expiration date. Amounts allocated to the MVA Fixed Account
are credited with interest at a fixed rate for the entire Guarantee Period. A
Market Value Adjustment, or "MVA," positive or negative, may be made upon
annuitization or any withdrawal, surrender or transfer prior to the last day of
any Guarantee Period. However, the amount of any MVA is subject to the
limitations described under "The MVA Fixed Account."

Currently, the number of investment options that may be selected to fund
the Contracts is limited to 18.

This prospectus sets forth information about the Contracts that a
prospective investor ought to know before investing. A statement of additional
information ("SAI") for the Separate Account, dated __, 1996, has been filed
with the Securities and Exchange Commission ("Commission") and is incorporated
herein by reference. The SAI, the table of contents of which appears at page 42
of this prospectus, is available without charge upon written or oral request
made to the Company's Servicing Office at the address or telephone number below.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE. IT IS NOT
VALID UNLESS ACCOMPANIED BY THE CURRENT PROSPECTUS FOR THE TRUST.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INTERESTS IN THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR INSURED,
ENDORSED, OR GUARANTEED BY THE U.S. GOVERNMENT, ANY BANK, THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, ENTITY OR
PERSON, AND INVOLVE INVESTMENT RISKS INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

Servicing Office

JOHN HANCOCK INVESTORS SERVICES CORPORATION
P.O. BOX 9298
BOSTON, MASSACHUSETTS 02205-9298

TELEPHONE 800-824-0335
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
SPECIAL TERMS..................................................... 4
SYNOPSIS OF EXPENSE INFORMATION................................... 6
SUMMARY INFORMATION............................................... 10
SEPARATE ACCOUNT FINANCIAL INFORMATION............................ 15
THE COMPANY....................................................... 15
THE SEPARATE ACCOUNT.............................................. 15
THE TRUST......................................................... 16
THE MVA FIXED ACCOUNT............................................. 17
Guaranteed Rates/Guarantee Periods............................... 17
Market Value Adjustment.......................................... 18
MVA Gain and Loss Limitations.................................... 19
Investments by the Company....................................... 19
CHARGES UNDER THE CONTRACTS....................................... 20
Charges For Mortality And Expense Risks.......................... 20
Charges for Administrative Services.............................. 20
Contingent Deferred Sales Load................................... 20
Nursing Home Waiver of CDSL Charge............................... 22
Optional Death Benefit Charges................................... 22
Variations in Charges............................................ 22
Premium or Similar Taxes......................................... 23
THE CONTRACTS..................................................... 24
Purchase of Contracts............................................ 24
Premium Payments by Wire......................................... 24
THE ACCUMULATION PERIOD........................................... 25
Allocation of Premium Payments................................... 25
Value of Accumulation Units...................................... 25
Determination of MVA Fixed Account Value......................... 25
Transfers Among Subaccounts and Guarantee Periods................ 26
Dollar-Cost Averaging............................................ 26
Surrender of Contract; Partial Withdrawals....................... 26
Systematic Withdrawal............................................ 27
Standard Death Benefit........................................... 28
Optional One Year Stepped-Up Death Benefit....................... 28
Optional Accidental Death Benefit................................ 28
Payment of Death Benefits........................................ 28
THE ANNUITY PERIOD................................................ 29
Variable Monthly Annuity Payments................................ 30
Fixed Monthly Annuity Payments................................... 30
Annuity Options.................................................. 31
Transfers........................................................ 31
Other Conditions................................................. 32
VARIABLE ACCOUNT VALUATION PROCEDURES............................. 32
MISCELLANEOUS PROVISIONS.......................................... 33
Restriction on Assignment........................................ 33
Deferment of Payment............................................. 33
Reservation of Rights............................................ 33
Owner and Beneficiary............................................ 33
</TABLE>

2
<PAGE>

<TABLE>
<S> <C>
FEDERAL INCOME TAXES.............................................. 34
The Separate Account, the MVA Fixed Account, and the Company..... 34
Contracts Purchased Other Than to Fund a Tax Qualified Plan...... 34
Diversification Requirements..................................... 35
Contracts Purchased to Fund a Tax Qualified Plan................. 35
Withholding of Taxes............................................. 38
See Your Own Tax Adviser......................................... 38
SEPARATE ACCOUNT PERFORMANCE...................................... 39
REPORTS........................................................... 40
VOTING PRIVILEGES................................................. 40
CHANGES IN APPLICABLE LAW - FUNDING AND OTHERWISE................. 40
LEGAL PROCEEDINGS................................................. 41
DISTRIBUTION OF THE CONTRACTS..................................... 41
REGISTRATION STATEMENT ........................................... 41
EXPERTS AND FINANCIAL STATEMENTS.................................. 42
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION.......... 42
APPENDIX A - SAMPLE MARKET VALUE ADJUSTMENT CALCULATIONS..........
APPENDIX B - VARIABLE ANNUITY INFORMATION FOR INDIVIDUAL
RETIREMENT ANNUITIES.............................................
</TABLE>

THE CONTRACTS OFFERED BY THIS PROSPECTUS MAY NOT BE AVAILABLE IN ALL STATES.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE OR SOLICIT AN OFFER IN THAT STATE.

3
<PAGE>

SPECIAL TERMS

As used in this prospectus, the following terms have the indicated
meanings:

ACCUMULATION PERIOD: the period referred to in the term "Accumulation Unit."

ACCUMULATION UNIT: a unit of measurement used in determining the value of an
Owner's interest in a Subaccount during the period prior to the commencement of
annuity payments or, if earlier, the surrender of the Contract. The value of an
Accumulation Unit will reflect the investment experience of the Subaccount and
vary in dollar amount.

ACCUMULATED VALUE: accumulated value of all Subaccounts and the MVA Fixed
Account Value under a Contract.

DATE OF MATURITY: the date elected by the Owner as of which annuity payments
will commence. The election is subject to certain conditions described in "The
Annuity Period." The Contract specifies a "Provisional Date of Maturity" as
discussed under "The Annuity Period."

ANNUITANT: the person designated in the Contract as such.

ANNUITY OPTION: the provisions under which a series of annuity payments is
made to the Annuitant or other payee, such as the Life Annuity with Ten Years
Certain.

ANNUITY UNIT: a unit of measurement used in determining the amount of any
variable annuity payment. The value of an Annuity Unit for each Subaccount will
depend upon the assumed investment rate and the investment experience of that
Subaccount, and will vary in dollar amount.

CONTRACT YEAR: the 12 month period following the date of issue of the Contract
and each 12 month period thereafter. In Certificates issued under group
Contracts, these periods are the "Certificate Year."

FIXED ANNUITY OPTION: an annuity option under which the Company promises to pay
the Annuitant, or any other payee designated by the Owner, fixed payments.

GENERAL ACCOUNT: comprises all assets of the Company other than those in the
Separate Account, and other than those in any other legally segregated separate
account established by the Company.

GUARANTEE PERIOD: the period for which a Guaranteed Rate is credited.

GUARANTEED RATE: the rate of interest credited during any Guarantee Period, on
an effective annual basis.

MARKET VALUE ADJUSTMENT: positive or negative adjustment, subject to limitation,
to MVA Fixed Account Value that is paid out at a time other than the last day of
a Guarantee Period.

MVA FIXED ACCOUNT VALUE: the amount of premium payments allocated or
transferred to Guarantee Periods, plus interest and any positive Market Value
Adjustment, less any withdrawals (including any contingent deferred sales load)
and deductions for fees, charges and any premium or similar taxes, and any
negative Market Value Adjustment.

4
<PAGE>

OWNER: the person or entity, usually the one to whom the Contract is issued,
who has the sole right to exercise all rights and privileges under the Contract
except as otherwise provided in the Contract. As used in this prospectus, Owner
includes the "Participant" referred to in Certificates under Contracts issued on
a group basis.

SURRENDER VALUE: the amount that is payable upon a surrender of the Contract
prior to the Date of Maturity. Surrender Value is equal to the Accumulated
Value of a Contract after all applicable adjustments and deduction of all
applicable charges.

VARIABLE ANNUITY OPTION: an annuity option under which the Company makes to the
Annuitant, or any other payee designated by the Owner, payments which vary in
amount in accordance with the net investment experience of the Subaccounts
selected by the Owner. Not all of the Subaccounts are available under the
Contracts during the annuity period.

WE, US, OUR: mean the Company.

YOU, YOUR: mean the Owner.

5
<PAGE>

SYNOPSIS OF EXPENSE INFORMATION

The purpose of this synopsis is to provide an understanding of the various
costs and expenses that the Owner will bear directly or indirectly. The
synopsis includes expenses of the Separate Account and the Trust. For a more
complete description of the fees and charges applicable under the Contracts, see
"Charges Under the Contracts." The management fees charged the Funds and their
annual operating expenses are more fully described in the prospectus for the
Trust.

CONTRACT OWNER TRANSACTION EXPENSES

CONTINGENT DEFERRED SALES LOAD (or "CDSL," as a percentage of premium payments
withdrawn in excess of the Free Withdrawal Value) /1/

<TABLE>
<CAPTION>
YEARS FROM DATE OF
PREMIUM PAYMENT TO CDSL
DATE OF SURRENDER OR WITHDRAWAL PERCENTAGE
------------------------------- ----------

<S> <C>
7 or more ....................................................................... 0%
6 but less than 7 ............................................................... 2%
5 but less than 6 ............................................................... 3%
4 but less than 5 ............................................................... 4%
3 but less than 4 ............................................................... 5%
2 but less than 3 ............................................................... 5%
less than 2 ..................................................................... 6%

ANNUAL CONTRACT FEE /2/ ............................................................ $30
</TABLE>

SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of Account Value)

<TABLE>
<CAPTION>
Initial Premium Payment
-----------------------
Less than $250,000
$250,000 or More
-------- --------

<S> <C>
Mortality and Expense Risk Charge ................................... 0.90% 0.90%
Administration Charge ............................................... 0.35% 0.10%
----- -----
Total 1.25% 1.00%
==== ====
</TABLE>

__________________________________

/1/In any Contract Year an Owner may withdraw, without a CDSL, an amount equal
to 10% of the Accumulated Value as of the beginning of the Contract Year less
any prior withdrawals during the Contract Year. This is the "Free Withdrawal
Value."
/2/The annual Contract Fee is deducted on Contracts having an Accumulated Value
of less than $10,000. The Contract Fee is deducted at the beginning of each
Contract Year after the first and at a full surrender during a Contract Year.
The Contract Fee is assessed only during the Accumulation Period, and is
referred to as the "Certificate Fee" in Certificates issued under group
Contracts.

6
<PAGE>

TRUST ANNUAL EXPENSES (as a percentage of average net assets)

<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL FUND
FUND FEES EXPENSES/3/ EXPENSES
---- ------- -------- --------
<S> <C> <C> <C>

John Hancock V.A. International Fund 0.90% 0.25% 1.15%

John Hancock V.A. Emerging Growth Fund 0.75% 0.25% 1.00%

John Hancock V.A. Discovery Fund 0.75% 0.25% 1.00%

John Hancock V.A. Independence Equity Fund 0.70% 0.25% 0.95%

John Hancock V.A. Sovereign Investors Fund 0.60% 0.25% 0.85%

John Hancock V.A. 500 Index Fund 0.35% 0.25% .60%

John Hancock V.A. Sovereign Bond Fund 0.50% 0.25% .75%

John Hancock V.A. Strategic Income Fund 0.60% 0.25% .85%

John Hancock V.A. World Bond Fund 0.75% 0.25% 1.00%

John Hancock V.A. Money Market Fund 0.50% 0.25% 0.75%
</TABLE>

_____________________

/3/ Other Fund expenses are based on estimates for the current fiscal year.

EXAMPLES

If you surrender your Contract at the end of the applicable time period,
you would pay the following current expenses on a $1,000 investment allocated to
one of the Subaccounts listed, assuming 5% annual return on assets:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
V.A. INTERNATIONAL............................................... $79 $123
V.A. EMERGING GROWTH............................................. 78 118
V.A. DISCOVERY................................................... 78 118
V.A. INDEPENDENCE EQUITY......................................... 77 117
V.A. SOVEREIGN INVESTORS......................................... 76 114
V.A. 500 INDEX................................................... 74 106
V.A. SOVEREIGN BOND.............................................. 75 110
V.A. STRATEGIC INCOME............................................ 76 114
V.A. WORLD BOND.................................................. 78 118
V.A. MONEY MARKET................................................ 75 110
</TABLE>

7
<PAGE>

If you annuitize at the end of the applicable time period, or if you do not
surrender your Contract, you would pay the following current expenses on a
$1,000 investment allocated to one of the Subaccounts listed, assuming 5% annual
return on assets:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>

V.A. INTERNATIONAL.................................................. $25 $78
V.A. EMERGING GROWTH................................................ 24 73
V.A. DISCOVERY...................................................... 24 73
V.A. INDEPENDENCE EQUITY............................................ 23 72
V.A. SOVEREIGN INVESTORS............................................ 22 69
V.A. 500 INDEX...................................................... 20 61
V.A. SOVEREIGN BOND................................................. 21 65
V.A. STRATEGIC INCOME............................................... 22 69
V.A. WORLD BOND..................................................... 24 73
V.A. MONEY MARKET................................................... 21 65
</TABLE>

________________

The annual Contract Fee reflected in the examples has been expressed as an
annual percentage of assets based on the Company's experience with other
variable annuity contracts using the same contract fee provision.

The examples do not give effect to any premium taxes that may be
applicable, or to any of the charges described under "Optional Benefit Riders,"
below. The examples should not be considered representations of past or future
expenses; actual expenses may be greater than or less than those shown above.

OPTIONAL BENEFIT RIDERS

The Company offers, subject to state availability, three optional
benefit riders that may be elected by the Owner. A separate monthly charge
is made for each rider selected. The charge, as applicable, is made pro-rata
based on relative values through a reduction in Accumulation Units of the
Subaccounts and dollar amounts in the Guarantee Periods under a Contract.

The applicable charge is equal to the Accumulated Value at the beginning of
each month multiplied by 1/12th of the following annual percentage rates. With
respect to the Nursing Home Waiver of CDSL Rider, the applicable charge will be
assessed only upon the Accumulated Value associated with premium payments upon
which a CDSL would continue to be applicable at the time the charge is assessed.

<TABLE>
<S> <C>
ONE YEAR STEPPED-UP DEATH BENEFIT RIDER ............................................. 0.15%

ACCIDENTAL DEATH BENEFIT RIDER (terminates at age 80) ............................... 0.10%

NURSING HOME WAIVER OF CDSL RIDER ................................................... 0.05%
</TABLE>

For a description of these riders, see "One Year Stepped-Up Death Benefit
Rider" and "Accidental Death Benefit Rider" under "The Accumulation Period," and
"Nursing Home Waiver of CDSL Rider" under "Charges Under the Contracts."

8
<PAGE>

MARKET VALUE ADJUSTMENT AND CHARGES APPLICABLE TO THE MVA FIXED ACCOUNT

Except when effected on the last day of a Guarantee Period, surrenders,
transfers or partial withdrawals from the MVA Fixed Account, including amounts
withdrawn to provide an annuity or death benefit, are subject to a Market Value
Adjustment that may increase or reduce the amount of MVA Fixed Account Value
paid out by the Company. The Market Value Adjustment is computed pursuant to a
formula that includes upward and downward limitations, as described under "The
MVA Fixed Account-Market Value Adjustment." Of the expenses summarized above,
only the "Contingent Deferred Sales Load," "Annual Contract Fee," and "Optional
Benefit Riders" charges are applicable to the MVA Fixed Account.

9
<PAGE>

SUMMARY INFORMATION

The Contracts are designed for purchase by individuals doing their own
retirement planning, including plans and trusts that do not qualify for special
tax treatment under the Internal Revenue Code of 1986, as amended ("Code"), and
for purchase in connection with (1) pension and profit-sharing plans qualified
under Section 401(c) of the Code, known as "H.R. 10 plans," (2) pension or
profit-sharing plans qualified under Sections 401(a) or 403(a) of the Code,
known as "corporate plans," (3) plans qualifying under Section 401(k) of the
Code, (4) annuity purchase plans adopted under the provisions of Section 403(b)
of the Code by public school systems and certain other tax-exempt organizations,
and (5) individual retirement annuity plans satisfying the requirements of
Section 408 of the Code. For additional information pertaining to the purchase
of a Contract as an Individual Retirement Annuity, see "Appendix B - Variable
Annuity Information for Individual Retirement Annuities".

The Company has appointed its affiliated company, John Hancock Investors
Services Corporation ("JHISC"), as its Servicing Agent for the purpose of
facilitating various administrative, processing, servicing and similar functions
related to the Contracts. JHISC may be reached at the address and telephone
number shown on the cover page of this prospectus.

In order to accommodate "employer-related" plans funded by the Contracts,
Contract forms using "unisex" purchase rates, i.e., rates the same for males and
females, are available. Any questions you have as to whether you are
participating in an employer-related plan should be directed to your employer.
Any other question you or your employer may have with respect to this topic can
be directed to JHISC.

THE CONTRACTS

The Contracts offered are "flexible premium" deferred annuity Contracts
under which premium payments may be made in a single sum or at intervals until
the Date of Maturity. At that time annuity payments by the Company will commence
unless the Owner elects to surrender the Contract, in which case, the Surrender
Value will be paid.

An application for a Contract is available from broker-dealers and certain
financial institutions who are participating in the distribution of the
Contracts. Applications are also available directly from the Company by
contacting JHISC. Upon completion, the application is transmitted, along with
the premium payment, to JHISC for processing. See "The Contracts."

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT H

The Separate Account is a separate investment account of the Company. It is
operated as a unit investment trust and supports the variable benefits payable
under the Contracts. There are currently ten Subaccounts within the Separate
Account: V.A. International, V.A. Emerging Growth, V.A. Discovery, V.A.
Independence Equity, V.A. Sovereign Investors, V.A. 500 Index, V.A. Sovereign
Bond, V.A. Strategic Income, V.A. World Bond, and V.A. Money Market. Each
Subaccount invests in a corresponding Fund of the Trust. The Trust is a "series"
type mutual fund.

Each Fund has a different investment objective. The Adviser provides
investment management services to the Funds for which it receives a fee from the
Trust. The Adviser utilizes sub-advisers for three of the Funds. John Hancock
Advisers International Limited ("JHAI") provides sub-investment management
services for the V.A. International Fund; Independence Investment Associates,
Inc. ("IIA") provides sub-advisory services for the V.A. Independence Equity
Fund; and Sovereign Asset Management Corporation ("SAMCO") (together with JHAI
and IIA, the "Sub-advisers") provides sub-advisory services for the V.A.
Sovereign Investors Fund. The Sub-advisers are indirect, wholly-owned
subsidiaries of the Company. Each

10
<PAGE>

Sub-adviser receives a fee from the Adviser for these services which in no way
increases the costs borne by the Trust, the Account, or the Owners.

For a more detailed description of the Trust, see its prospectus which
accompanies this prospectus.

MVA FIXED ACCOUNT INVESTMENT OPTIONS

Any amount allocated by the Owner to the MVA Fixed Account earns interest
at a Guaranteed Rate. The level of the Guaranteed Rate depends on the length of
the Guarantee Period selected by the Owner. We currently make available various
Guarantee Periods with durations of up to ten years.

If amounts are transferred, surrendered or otherwise paid out at any time
other than the last day of the applicable Guarantee Period, a Market Value
Adjustment will be applied that will increase or decrease the amount of MVA
Fixed Account Value paid out. Accordingly, the Market Value Adjustment can
result in gains or losses which are subject to limitations as described under
the "MVA Fixed Account."

For a more complete discussion of the MVA Fixed Account investment options
and Market Value Adjustment, see "The MVA Fixed Account."

PRINCIPAL UNDERWRITER AND DISTRIBUTOR

John Hancock Funds, Inc. ("JHFI"), a registered broker-dealer affiliate of
the Company, acts as principal underwriter of the Account and principal
distributor of the Contracts. The Contracts are offered through broker-dealers
and financial institutions.

INVESTMENT OF PREMIUM PAYMENTS

Premium payments received under Contracts, after deduction of any premium
or similar taxes, are allocated to one or more of the Subaccounts and/or one or
more of the Guarantee Periods in the MVA Fixed Account, as directed by the
Owner.

Premium payments may be mailed to JHISC, P. O. Box 9298, Boston, MA 02205-
9298. All checks or other money orders should be made payable to John Hancock.
Procedures also have been established for the receipt of premium payments by
wire order. See "Payments by Wire" under "The Contracts."

MINIMUM AND MAXIMUM PREMIUM PAYMENTS

Each premium payment must be at least $500. The total premium payments may
not exceed $1,000,000 in any Contract Year, without our prior approval. No
premium payments may be made within six months prior to the Annuitant's 85th
birthday or thereafter. These limits may be waived by the Company.

11
<PAGE>

FEES AND CHARGES

ACCOUNT CHARGES

Charges made directly to the Account include daily charges aggregating
0.90% annually for mortality and expense risks, and daily charges at the annual
rate of 0.35% and 0.10% under Contracts with initial premium payments of less
than $250,000 and $250,000 or more, respectively. These charges are based on the
average daily net asset value of each Subaccount, and reduce the unit values of
the Subaccounts.

FUND CHARGES

Management fees at annual rates ranging from 0.35% to 0.90% of average
daily net assets are paid by the Funds to the Adviser. The Funds also incur
charges for other expenses incurred in their operations. Management fees and
other expenses are reflected in the net asset value of each Fund's shares.

WITHDRAWAL CHARGES

A withdrawal charge, or contingent deferred sales load (the CDSL), if
applicable, is deducted from the amount of any premium payment withdrawn from
the Accumulated Value under a Contract, including any partial withdrawal or any
full withdrawal upon a surrender of the Contract. The charge is 6% for
withdrawals made in the first two years from the date we receive a premium
payment, and decreases decrementally to zero in the seventh year. The charge
does not apply to any premium payments withdrawn after seven years from the date
we receive the payments. In any Contract Year, up to 10% of the Accumulated
Value as of the beginning of the Contract Year, less any prior withdrawals
during the Contract Year, may be withdrawn without a CDSL. The CDSL also does
not apply to a withdrawal made to provide an annuity or a death benefit or, if
necessary, to meet minimum distribution requirements under qualified plans, or
under the waiver described in the next paragraph.

NURSING HOME WAIVER OF CDSL CHARGE

Subject to state availability, an optional "Nursing Home Waiver of CDSL"
rider may be elected at the time the Owner applies for a Contract. Under this
benefit, the CDSL, if otherwise applicable, will be waived on any withdrawals if
beginning at least 90 days after the date of issue, the Owner becomes confined
to a long term care facility ("LTCF") for at least 90 consecutive days, subject
to certain conditions. At the beginning of each month, we make a charge for this
rider equal to 1/12th of 0.05% (annual percentage rate) of the Accumulated Value
associated with premium payments upon which a CDSL would continue to be
applicable at the time the charge is assessed. The benefit is not available for
applicants over age 75.

CONTRACT FEE AND CERTAIN OTHER CHARGES

An annual Contract Fee of $30 is deducted during the Accumulation Period
under Contracts having an Accumulated Value of less than $10,000. The Company
reserves the right to increase the Contract Fee up to $50, subject to applicable
state regulations. No Contract Fee will be deducted if the Accumulated Value is
$10,000 or more. Charges also may be made for any taxes or interest expenses
attributable to the Contracts or the Account.

Deductions are also made for any applicable premium or similar taxes based
on the amount of a premium payment. Currently, such taxes in certain states are
up to 5% of each premium payment. In addition, separate monthly charges are made
for the optional death benefit riders described under "Death Benefits" below.

A more detailed description of all fees and charges applicable under the
Contracts appears under "Charges

12
<PAGE>

Under the Contracts." Fees and charges of the Trust are described in its
prospectus which is attached to this prospectus.

WITHDRAWAL PRIOR TO DATE OF MATURITY

At any time before annuity payments begin, if the Annuitant is living, a
Contract may be surrendered in full for its Surrender Value or a portion of the
Accumulated Value may be withdrawn, subject to applicable charges and certain
limits. See "Surrender of Contract; Partial Withdrawals" under "The Contracts."
A 10% tax penalty may be applicable to withdrawals before the Owner attains age
59 1/2. A Market Value Adjustment may also be applied. See "The MVA Fixed
Account."

SYSTEMATIC WITHDRAWAL

The Accumulated Value of a Contract may be systematically withdrawn on a
monthly, quarterly, semi-annual or annual basis, as elected by the Owner.
Systematic withdrawals in any Contract Year in excess of 10% of the Accumulated
Value as of the beginning of the Contract Year may be subject to a CDSL. See
"Contingent Deferred Sales Load" under "Charges Under the Contracts." A minimum
Accumulated Value of $15,000 is required to start the program and certain other
conditions apply. See "Systematic Withdrawal" under "The Accumulation Period."

DOLLAR COST AVERAGING

The Owner may elect to have amounts automatically transferred from the
Money Market Subaccount into one or more of the other Subaccounts of the
Account. Transfers of $250 or more may be made monthly, quarterly, semi-annually
or annually. A minimum Accumulated Value of $15,000 is required to start the
program. See "Dollar Cost Averaging" under "The Accumulation Period."

DEATH BENEFITS

STANDARD DEATH BENEFIT

The Contracts include a standard death benefit payable upon the death of
the Annuitant prior to the Date of Maturity. The beneficiary will receive the
greater of (a) the Accumulated Value, adjusted by any Market Value Adjustment,
and (b) the aggregate amount of the premium payments made under the Contract,
less any prior withdrawals and CDSLs.

OPTIONAL ONE YEAR STEPPED-UP DEATH BENEFIT

At the time a Contract is applied for, the Owner may elect a one year
stepped-up death benefit rider designed to enhance the death benefit payable to
the beneficiary. Under this rider the benefit payable will be the greater of (a)
the standard death benefit, and (b) the highest Accumulated Value, adjusted by a
Market Value Adjustment, of the Contract as of any Contract anniversary
preceding the date of receipt of due proof of death together with any required
settlement instructions and preceding the Contract anniversary nearest the
Annuitant's 81st birthday, plus any premium payments, less any withdrawals and
CDSLs, since such Contract anniversary. See "Optional One Year Stepped-Up Death
Benefit" under "The Accumulation Period." At the beginning of each month, we
make a charge for this rider equal to 1/12th of 0.15% (annual percentage rate)
of the Accumulated Value of the Contract at that time. This one year stepped-up
death benefit is not available for applicants over age 79.
13
<PAGE>

OPTIONAL ACCIDENTAL DEATH BENEFIT

Subject to state availability, at the option of the Owner, an accidental
death benefit rider may be elected. Under this rider, upon the accidental death
of the Annuitant prior to the earlier of the Date of Maturity or the
Annuitant's 80th birthday, the beneficiary will receive, in addition to any
other death benefit, an amount equal to the Accumulated Value of the Contract,
as of the date of the accident, upon receipt of due proof of the Annuitant's
death together with any required instructions as to method of settlement, up to
a maximum of $200,000. The benefit only may be elected at the time the Contract
is applied for, and is not available to applicants over age 79. At the beginning
of each month, we make a charge for this rider equal to 1/12th of 0.10% (annual
percentage rate) of the Accumulated Value of the Contract at that time.

10 DAY FREE-LOOK PROVISION

An Owner may return an individual Contract for any reason within 10 days
after its receipt and receive in cash the Accumulated Value, adjusted by any
Market Value Adjustment, plus any deductions previously made from premium
payments for premium or similar taxes. Owners returning individual Contracts
issued in Idaho, Nebraska, North Carolina, Oklahoma, South Carolina, Washington,
West Virginia, and Utah, and all individual Contracts issued under an individual
retirement account, will receive gross premium payments made. If the individual
Contract is issued in California to an Owner 60 years of age or older, the Owner
may return the individual Contract within 30 days after its receipt, and, in
that event, the gross premium payments made will be refunded to the Owner.

In most states, the rights to return Contracts described in the preceding
paragraph apply only to Contracts issued in individual form. In some states,
however, such rights may also apply to certificates under Contracts issued in
group form.

14
<PAGE>

SEPARATE ACCOUNT FINANCIAL INFORMATION

The Separate Account has not yet commenced operations and therefore has no
assets or liabilities. Accordingly, neither this prospectus nor the SAI
contains any financial statements for the Separate Account.

THE COMPANY

The Company is a mutual life insurance company organized under the laws of
the Commonwealth of Massachusetts in 1862. The Company's Home Office is located
at 200 Clarendon Street, Boston, Massachusetts 02117.

The Company is a major financial services company with more than $80
billion of assets under management.

THE SEPARATE ACCOUNT

The Separate Account is a separate account of the Company established under
Massachusetts law on April 8, 1996. The Separate Account, although an integral
part of the Company, meets the definition of a "separate account" under the
Federal securities laws and is registered as a unit investment trust under the
Investment Company Act of 1940, as amended ("1940 Act").

The Separate Account's assets are the property of the Company and the
obligations under the Contracts are the obligations of the Company. Each
Contract provides that the portion of the Separate Account's assets equal to the
reserves and other liabilities under the Contract with respect to the Separate
Account shall not be chargeable with liabilities arising out of any other
business the Company may conduct. In addition to the net assets and other
liabilities for Contracts, the Separate Account's assets include assets derived
from charges made by the Company and, possibly, funds contributed by the Company
to commence operation of the Subaccounts. From time to time these additional
assets may be transferred in cash by the Company to its general account. Before
making any such transfer, the Company will consider any possible adverse impact
the transfer might have on any Subaccount.

Income, gains and losses, whether or not realized, from assets allocated to
the Separate Account are, in accordance with the Contracts, credited to or
charged against the Separate Account without regard to other income, gains or
losses of the Company.

There currently are ten Subaccounts in the Separate Account: the V.A.
International, V.A. Emerging Growth, V.A. Discovery, V.A. Independence Equity,
V.A. Sovereign Investors, V.A. 500 Index, V.A. Sovereign Bond, V.A. Strategic
Income, V.A. World Bond and V.A. Money Market Subaccounts. The assets in each
Subaccount are invested in shares of a corresponding Fund of the Trust. The
assets of one Subaccount are not necessarily legally insulated from liabilities
associated with another Subaccount. New subaccounts may be added and made
available to Owners. Prior to the date of this prospectus, the Separate Account
had no operations.

15
<PAGE>

THE TRUST

The Trust is a "series" type of mutual fund that is registered under the
1940 Act as an open-end diversified management investment company and organized
as a Massachusetts business trust. The Trust serves as an investment medium for
the Account and for the John Hancock Variable Annuity Account JF established by
the John Hancock Variable Life Insurance Company ("JHVLICO"). In the future,
other unit investment trust separate accounts established by the Company,
JHVLICO, and other unaffiliated life insurance companies for variable life
insurance policies and variable annuity contracts may also invest in the Trust.
A full description of the Trust, its investment objectives, policies and
restrictions, its charges and expenses, and all other aspects of its operation
is contained in its attached prospectus (which should be read carefully before
investing) and the SAI referred to therein, which should be read together with
this prospectus. Among other items, the description of the need to monitor
events on the part of the Trust's Board of Trustees for possible conflicts
between separate accounts and other consequences should be noted.

The following is a brief summary of the investment objectives of each Fund
of the Trust.

JOHN HANCOCK V.A. INTERNATIONAL FUND - seeks long-term growth of capital. The
Fund invests primarily in equity securities of foreign companies and
governments.

JOHN HANCOCK V.A. EMERGING GROWTH FUND - seeks long-term growth of capital.
The potential for growth of capital is the sole basis for selection of portfolio
securities. Current income is not a factor in this selection.

JOHN HANCOCK V.A. DISCOVERY FUND - seeks long-term growth of capital. The
Fund invests primarily in common stocks of companies of all levels of
capitalization which are believed by the Fund's managers to offer superior
prospects for growth. Current income is not a factor of consequence in the
selection of stocks for the Fund.

JOHN HANCOCK V.A. INDEPENDENCE EQUITY FUND - seeks above-average total
return, consisting of capital appreciation and income. The Fund will diversify
its investments to create a portfolio focused on stocks of companies that
management believes are undervalued and have improving fundamentals over both
the intermediate and long term.

JOHN HANCOCK V.A. SOVEREIGN INVESTORS FUND - seeks long-term growth of capital
and income without assuming undue market risks. At times, however, because of
market conditions, the Fund may find it advantageous to invest primarily for
current income. The Fund invests primarily in common stocks of seasoned
companies in sound financial condition with a long record of paying increasing
dividends.

JOHN HANCOCK V.A. 500 INDEX FUND - seeks to provide investment results that
correspond to the total return performance of the Standard & Poor's 500 Stock
Price Index ("S&P 500 Index"). The 500 Index Fund normally invests at least 80%
of the Fund's assets in common stocks of companies that comprise the S&P 500
Index in approximately the same proportions as they are represented in the
Index. (Requisite disclosure regarding use of the Standard & Poor's name is
included in the Trust's prospectus, attached hereto.)

JOHN HANCOCK V.A. SOVEREIGN BOND FUND - seeks a high level of current income
consistent with prudent investment risk. The Fund invests primarily in a
diversified portfolio of investment grade fixed income securities of U.S. and
foreign issuers, although the Fund may invest up to 25% of its total assets in
lower-rated high-yield, high-risk fixed income securities.

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<PAGE>

JOHN HANCOCK V.A. STRATEGIC INCOME FUND - seeks a high level of current
income. The Fund invests primarily in foreign government and corporate fixed
income securities, U.S. Government securities and lower-rated high-yield, high-
risk fixed income securities of U.S. issuers.

JOHN HANCOCK V.A. WORLD BOND FUND - seeks competitive total investment
return, consisting of current income and capital appreciation. The Fund invests
primarily in a global portfolio of high-grade, fixed income securities.

JOHN HANCOCK V.A. MONEY MARKET FUND - seeks maximum current income consistent
with capital preservation and liquidity. The Fund invests only in high-quality
money market instruments.

_______________________________________

Prospective investors should carefully read the risk disclosures contained in
the Trust prospectus with regard to the investment risks of the high-yield,
high-risk fixed income securities invested in by the John Hancock V.A. Sovereign
Bond Fund and the John Hancock V.A. Strategic Income Fund.

The Company will purchase and redeem shares of the Trust for the Separate
Account at their net asset value without any sales or redemption charges. The
shares of the Trust represent an interest in the Funds that correspond to the
Subaccounts of the Separate Account. Any dividend or capital gains
distributions received by the Separate Account will be reinvested in shares of
the respective Funds at their net asset value as of the dates paid. Any such
distribution will result in a reduction in the value of the shares of the Fund
from which the distribution was made. However, the total net asset value of the
Separate Account, or of any Fund, will not change because of such distribution.

On each Valuation Date, shares of each Fund are purchased or redeemed by the
Company for each Subaccount based on, among other things, the amount of net
premium payments allocated to the Subaccount, dividends and distributions
reinvested, transfers to, from and among Subaccounts, all to be effected as of
that date. Such purchases and redemptions are effected at the net asset value
per share for each Fund determined on that same Valuation Date.

THE MVA FIXED ACCOUNT

The MVA Fixed Account is a "nonunitized" separate account established by the
Company. A nonunitized separate account is a separate account in which the
Contract Owner has no claim on, or participation in the performance of, the
assets held in the account. Investments purchased with amounts allocated to the
MVA Fixed Account are the property of the Company, and any favorable investment
performance on the assets held in the MVA Fixed Account accrues solely to the
Company's benefit. All benefits relating to the Accumulated Value of amounts
allocated to the MVA Fixed Account are guaranteed by the Company to the extent
provided under the Contracts.

GUARANTEED RATES/GUARANTEE PERIODS

Amounts allocated by the Owner to the MVA Fixed Account earn interest at a
Guaranteed Rate commencing with the date of allocation. The Guaranteed Rate
continues for a number of years, i.e., the Guarantee Period, selected by the
Owner. At the end of the Guarantee Period, the Accumulated Value in that
Guarantee Period, including interest accrued thereon, will be automatically
transferred to the Money Market Subaccount unless the Owner elects to: (a)
withdraw such Accumulated Value from the Contract, (b) allocate all or a portion
of the Accumulated Value to a new Guarantee Period of the same duration as the
expiring Guarantee Period, or (c) allocate all or a portion of the Accumulated
Value to a different Guarantee Period or periods or to one or more of the
Subaccounts. The Company must be notified of any election by the Owner at
JHISC's office in a form satisfactory to it within 30 days prior to the end of
the expiring Guarantee Period. The first day of any new Guarantee Period or
other reallocation will be the day after the end of the prior Guarantee Period.
The Company will notify the Owner at least 30 days prior to the end of any
Guarantee Period. A Guarantee Period will not be available if it extends beyond
the Date of Maturity.

The Company currently makes available Guarantee Periods of various
durations. At any time, the Guarantee Periods may be one year and multiple year
periods of up to ten years. The Company reserves the right to add or delete
Guarantee Periods from those that are available at any time for new allocations.
Each

17
<PAGE>

Guarantee Period has its own Guaranteed Rate, which may differ from those for
other Guarantee Periods. We may, at our discretion, change the Guaranteed Rate
for future Guarantee Periods. These changes will not affect the Guaranteed
Rates being paid on Guarantee Periods that have already commenced. Each
allocation or transfer of an amount to a Guarantee Period commences the running
of a new Guarantee Period with respect to that amount, which will earn a
Guaranteed Rate that will continue unchanged until the end of that period. With
respect to all Contracts issued on an individual basis, and to Contracts issued
on a group basis where required under state law the Company will not make
available any Guarantee Period offering a Guaranteed Rate below 3%.

The Company declares the Guaranteed Rates from time to time as market
conditions and other factors dictate. The Company advises an Owner of the
Guaranteed Rate for a chosen Guarantee Period at the time a premium payment is
received, a transfer is effectuated or a Guarantee Period is renewed.

The Company has no specific formula for establishing the Guaranteed Rates
for the Guarantee Periods. The rates may be influenced by, but not necessarily
correspond to, interest rates generally available on the types of investments
acquired with amounts allocated to the Guarantee Period. See "Investments by the
Company," below. The Company, in determining Guaranteed Rates, may also
consider, among other factors, the duration of a Guarantee Period, regulatory
and tax requirements, sales and administrative expenses borne by the Company,
risks assumed by the Company, the Company's profitability objectives, and
general economic trends.

THE COMPANY'S MANAGEMENT MAKES THE FINAL DETERMINATION OF THE GUARANTEED RATES
TO BE DECLARED. THE COMPANY CANNOT PREDICT OR ASSURE THE LEVEL OF ANY FUTURE
GUARANTEED RATES.

Information concerning the Guaranteed Rates applicable to the various
Guarantee Periods, and the durations of the Guarantee Periods offered, at any
time may be obtained from the Company by calling JHISC at the telephone number
indicated on the cover page of this prospectus.

MARKET VALUE ADJUSTMENT

If any MVA Fixed Account Value is withdrawn, transferred or otherwise paid
out before the end of the Guarantee Period in which it is being held, a Market
Value Adjustment will be applied. This generally includes amounts that are paid
out as death benefits pursuant to the Contract, amounts applied to an annuity
option, and amounts paid as a single sum in lieu of an annuity. No Market Value
Adjustment will be applied to amounts that are paid out on the last day of a
Guarantee Period.

The Market Value Adjustment may increase or decrease the amount of MVA
Fixed Account Value being withdrawn, transferred or otherwise paid out. The
comparison of two Guaranteed Rates determines whether the Market Value
Adjustment produces an increase or a decrease. The first rate to compare is the
Guaranteed Rate for the existing Guarantee Period from which amounts are being
transferred or withdrawn. The second rate is the Guaranteed Rate then being
offered for new Guarantee Periods of the same duration as that remaining in the
existing Guarantee Period. If the first rate exceeds the second by more than
1/2%, the Market Value Adjustment produces an increase. If the first rate does
not exceed the second by at least 1/2%, the Market Value Adjustment produces a
decrease. Sample calculations are shown in Appendix A.

The Market Value Adjustment will be determined by multiplying the amount
being withdrawn or transferred from the Guarantee Period (before deduction of
any applicable CDSL) by the following factor:

n/12
1 + g
(-----------------) - 1
1 + c + .005

where,

18
<PAGE>

. g is the Guaranteed Rate in effect for the current Guarantee Period (in
decimal form).

. c is the current Guaranteed Rate (in decimal form) in effect for new
Guarantee Periods with durations equal to the number of years remaining
in the current Guarantee Period (rounded up to the nearest whole number
of years). If not available, the Company will declare a Guaranteed Rate
solely for this purpose that is consistent with interest rates for
Guarantee Periods that are currently available.

. n is the number of complete months from the date of withdrawal to the
end of the current Guarantee Period. (Where less than one complete month
remains, n will equal one unless the withdrawal is made on the last day
of the Guarantee Period, in which case no adjustment will apply.)

MVA GAIN AND LOSS LIMITATIONS

In no event will the Market Value Adjustment exceed, in a positive or
negative direction, the amount of any excess interest earned during a Guarantee
Period up to the point of withdrawal or surrender. Excess interest means the
dollar amount of interest earned on the amount being withdrawn or transferred
since the beginning of the Guarantee Period in excess of the amount of interest
that would have been earned had the effective annual interest rate been 3%. See
Appendix A.

INVESTMENTS BY THE COMPANY

The Company's obligations with respect to the MVA Fixed Account are
supported by its General Account assets, which also support other general
obligations incurred by the Company. Subject to applicable law, the Company has
sole discretion over the investment of assets in the MVA Fixed Account and the
General Account, and neither account is subject to registration under the 1940
Act.

Amounts in the Company's General Account and the MVA Fixed Account will be
invested in compliance with applicable state insurance laws and regulations
concerning the nature and quality of investments for the General Account.

The Company intends to consider the return available on the instruments in
which it intends to invest amounts allocated to the MVA Fixed Account when it
establishes Guaranteed Rates. Such return is only one of the factors considered
in establishing the Guaranteed Rates. See "Guaranteed Rates/Guarantee Periods,"
above.

The Company expects that amounts allocated to the MVA Fixed Account will be
invested according to its detailed investment policy and guidelines, in fixed
income obligations, including corporate bonds, mortgages, mortgage-backed and
asset-backed securities and government and agency issues having durations in the
aggregate consistent with those of the Guarantee Periods. The Company intends to
invest proceeds from the Contracts attributable to the MVA Fixed Account
primarily in domestic investment-grade securities. In addition, derivative
contracts will be used only for hedging purposes, to reduce the ordinary
business risk of the Contracts associated with changes in interest rates, and
not for speculating on future changes in the financial markets. Notwithstanding
the foregoing, the Company is not obligated to invest amounts allocated to the
MVA Fixed Account according to any particular strategy.

Because of exemptive and exclusionary provisions, interests in the MVA
Fixed Account have not been registered under the Securities Act of 1933 and the
MVA Fixed Account has not been registered under the Investment Company Act of
1940. Accordingly, neither the MVA Fixed Account nor any interests therein are
subject to the provisions of these Acts, and the Company has been advised that
the staff of the Commission has not reviewed the disclosure in this Prospectus
relating to the MVA Fixed Account. Disclosure regarding the MVA Fixed Account
may, however, be subject to certain generally-applicable provisions of the
Federal securities laws relating to accuracy and completeness of statements made
in prospectuses.
19
<PAGE>

CHARGES UNDER THE CONTRACTS

CHARGES FOR MORTALITY AND EXPENSE RISKS

While variable annuity payments to Annuitants will vary in accordance with
the investment performance of the Separate Account, the amount of such payments
will not be decreased because of adverse mortality experience of Annuitants as a
class or because of an increase in actual expenses of the Company over the
expense charges provided for in the Contracts. The Company assumes the risk that
Annuitants as a class may live longer than expected (necessitating a greater
number of annuity payments) and that its expenses may be higher than the
deductions for such expenses. The Company also provides a standard death benefit
and waives any CDSL upon the death of the Annuitant.

In return for the assumption of these mortality and expense risks, the
Company makes a daily charge to the assets of the Separate Account. The daily
charge is at the rate of 0.002466%, or 0.90% annually, of which 0.45% is for
mortality risks and 0.45%, for expense risks. The Company reserves the right to
revise the amounts of the charge as between mortality risks and expense risks,
should estimates change, but the aggregate charge will not exceed 0.90% on an
annual basis.

CHARGES FOR ADMINISTRATIVE SERVICES

The Company maintains an account for each Owner and Annuitant and makes all
disbursements of benefits. The Company also furnishes such administrative and
clerical services, including the calculation of Accumulation Unit values and the
values and interests determined thereby, as are required for each Subaccount.
The Company makes disbursements from Separate Account funds to pay obligations
chargeable to the Separate Account and maintains the accounts, records, and
other documents relating to the business of the Separate Account required by
regulatory authorities. These administrative services may be performed by the
Company, by JHISC, or by one or more of the Company's other affiliates. For
these and other administrative services, the Company makes a daily charge to the
assets of the Separate Account and assesses, during the Accumulation Period, a
Contract Fee of $30 on all Contracts having an Accumulated Value of less than
$10,000. The Contract Fee will be deducted at the beginning of each Contract
Year after the first and at a full surrender during a Contract Year. The Company
reserves the right to increase this fee up to a maximum of $50 subject to state
regulations. No Contract Fee will be deducted if the Accumulated Value is
$10,000 or more. The Contract Fee will be deducted from each Subaccount and
each Guarantee Period in the same proportion that the Accumulated Value in that
Subaccount or Guarantee Period bears to the full Accumulated Value.

The daily administrative charge is 0.000959%, or 0.35% on an annual basis,
under any Contracts with an initial premium payment of less than $250,000; and
0.000274%, or 0.10% on an annual basis, under any Contracts with an initial
premium payment of $250,000 or more. The different charges reflect the fact that
the cost of administering larger Contracts will tend to be smaller in proportion
to the Contract's Accumulated Value and that amounts realized by the Company
from expense charges made under smaller Contracts will be lower.

The administrative services charges are not designed, nor are they
expected, to exceed the Company's cost in providing these services.

CONTINGENT DEFERRED SALES LOAD

A contingent deferred sales load, or CDSL, may be assessed whenever a
Contract is surrendered for cash prior to the Date of Maturity ("total
withdrawal" or "surrender") or whenever an amount less than the total
Accumulated Value is withdrawn from a Contract prior to the Date of Maturity
("partial withdrawal"). This charge is used to help defray expenses relating to
the sales of the Contracts, including commissions paid and other distribution
costs.

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<PAGE>

An Owner may withdraw in any Contract Year up to 10% of the Accumulated
Value as of the beginning of the Contract Year without the assessment of any
CDSL. This is the Free Withdrawal Value. If, in any Contract Year, the Owner
withdraws an aggregate amount in excess of 10% of the Accumulated Value as of
the beginning of the Contract Year, the amount withdrawn in excess of 10% is
subject to a CDSL to the extent that the excess is attributable to premium
payments made within seven years of the date of withdrawal or surrender.

No CDSL is assessed on amounts applied to provide an annuity or to pay a
death benefit. Also, no CDSL will apply to certain withdrawals if an Owner has
elected the nursing home waiver of CDSL rider described under "Nursing Home
Waiver of CDSL" below. Amounts withdrawn to satisfy the minimum distribution
requirements for tax qualified plans funded by a Contract are not subject to a
CDSL in any Contract Year. Amounts above the minimum distribution requirements
are subject to a CDSL.

The CDSL percentage charge depends upon the number of years that have
elapsed from the date of premium payment to the date of its withdrawal, as
follows:

<TABLE>
<CAPTION>
Years from Date
of Premium Payment to CDSL
Date of Surrender or Withdrawal Percentage
------------------------------- -----------

Whenever a CDSL is imposed, it is deducted from each Subaccount of the
Separate Account and each Guarantee Period of the MVA Fixed Account in the
proportion that the amount subject to the CDSL in each bears to the total amount
subject to the CDSL. In calculating the CDSL, all amounts withdrawn plus all
Contract Fees and CDSLs are assumed to be deducted first from the earliest
purchase payment, and then from the next earliest purchase payment, and so forth
until all payments have been exhausted, satisfying the first-in first out, or
"FIFO," method of accounting. The CDSL only applies to premium payments, not to
any earnings or appreciation. For a discussion of the taxation of partial
withdrawals, see "Contracts Purchased Other Than to Fund a Tax Qualified Plan"
under "Federal Income Taxes."

To the extent that any CDSL is applicable, the Accumulated Value will
generally be reduced by the amount of the CDSL, as well as by the actual dollar
amount of the withdrawal request. Any positive MVA will reduce the amount
deducted from the Accumulated Value by the amount of the positive MVA. Any
negative MVA will increase the amount deducted by the amount of the negative
MVA. The CDSL is calculated based upon the full amount by which the Accumulated
Value is reduced, adjusted for any MVA, and subject to the conditions noted
above.

For example, assume a Contract is issued on January 1, 1996, that the
Owner makes premium payments of $5,000 on January 1, 1996, $1,000 on
January 1, 1997, and $1,000 on January 1, 1998. Assume that the Accumulated
Value on January 1, 1999, is $9,000 and that a partial withdrawal is made
by the Owner in the amount of $6,000 (no tax withholding) on June 1, 1999.
The CDSL in this case, assuming no prior partial withdrawals, would equal
$272.23.

In calculating the CDSL under the FIFO method, the January 1, 1996,
$5,000 premium payment is first reduced by the three $30 Contract Fees
assessed on January 1, 1997, 1998, and 1999, i.e., to $4,910. Ten percent
of the Accumulated Value on January 1, 1999, i.e., $900, the free
withdrawal

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<PAGE>

amount, is then deducted leaving $4,010.

The remaining balance of the $5,000 January 1, 1996, premium payment,
i.e., $4,010, is then withdrawn in its entirety and is assessed a CDSL of
$200.50 (.05 x $4,010). All of the $1,000 January 1, 1997, premium payment
is to be withdrawn and is assessed a CDSL of $50 (.05 x $1,000). To make up
the remainder of the $6,000 paid to the Owner, $362.23 is withdrawn from
the January 1, 1998, premium payment. This is assessed a CDSL of $21.73
(.06 x $362.23).

Therefore, the total amount paid to the Owner is $6,000 and the total
CDSL is $272.23. The above example assumes all amounts withdrawn are after
the application of any Market Value Adjustment.

Withdrawals made prior to the Owner attaining age 59 1/2 may be subject to
certain adverse tax consequences. A Federal penalty of 10% is generally
applicable to the taxable portion (earnings) of a premature withdrawal from the
Contract. See "Penalty for Premature Withdrawals" under "Federal Income Taxes."

To the extent that the proceeds from the CDSLs may be insufficient to cover
distribution costs, the Company may recover them from its General Account assets
which may consist of, among other things, proceeds derived from mortality and
expense risk charges deducted from the Separate Account, and charges for the
optional benefits described in this prospectus.

NURSING HOME WAIVER OF CDSL

Subject to state availability, an optional Nursing Home Waiver of CDSL
rider may be elected when the Contract is applied for. Under this benefit, the
CDSL, if otherwise applicable, will be waived as to any withdrawals if,
beginning at least 90 days after the Contract date of issue, the Owner becomes
confined to a nursing home facility for at least 90 consecutive days and
receives skilled nursing care. The Company must receive a request for a
withdrawal and adequate proof of confinement no later than 90 days after
discharge from the facility, and the confinement must be prescribed by a
physician and medically necessary. This rider is not available to Contract
applicants 75 years of age or older, or to applicants who were confined to a
nursing home within the prior two years. Reference should be made to the rider
for a complete description of its terms, conditions and benefits. At the
beginning of each month, a charge equal to 1/12th of .05% (annual percentage
rate) is made against the Accumulated Value associated with premium payments
upon which a CDSL would continue to be applicable at the time the charge is
assessed. The charge is made through a pro-rata reduction in Accumulation Units
of the Subaccounts and dollar amounts in the Guarantee Periods, based on
relative values.

OPTIONAL DEATH BENEFIT CHARGES

Separate monthly charges are made for the optional One Year Stepped-Up
Death Benefit and Accidental Death Benefit riders offered by the Company. In
each case, the charge for the rider is made through a pro-rata reduction in
Accumulation Units of the Subaccounts and dollar amounts in the Guarantee
Periods, based on relative values. The charge, made at the beginning of each
month, is equal to the Accumulated Value at that time multiplied by 1/12th of
the following applicable annual percentage rates: One Year Stepped-Up Death
Benefit rider - 0.15%; Accidental Death Benefit rider - 0.10%. See "Optional One
Year Stepped-Up Death Benefit Rider" and "Optional Accidental Death Benefit
Rider" under "The Accumulation Period."

VARIATIONS IN CHARGES

In the future, the Company may allow a reduction in or the elimination of
the CDSL, the charge for the Nursing Home Waiver of CDSL rider, the charge for
expense risks, the administrative services charge, or the annual Contract Fee,
or the charge for the One Year Stepped-Up Death Benefit rider or

22
<PAGE>

Accidental Death Benefit rider, under Contracts sold to groups or classes of
individuals in a manner resulting in a reduction in the expenses associated with
the sale of such Contracts and the benefits offered, or the costs associated
with administering or maintaining the Contracts.

The entitlement to such a reduction in or elimination of charges and fees
will be determined by the Company based upon factors such as the following: (1)
the size of the initial premium payment, (2) the size of the group or class, (3)
the total amount of premium payments expected to be received from the group or
class and the manner in which premium payments are remitted, (4) the nature of
the group or class for which the Contracts are being purchased and the
persistency expected from that group or class as well as the mortality risks
associated with that group or class, (5) the purpose for which the Contracts are
being purchased and whether that purpose makes it likely that costs and expenses
will be reduced, or (6) the level of commissions paid to selling broker-dealers
or certain financial institutions with respect to Contracts within the same
group or class.

The Company will make any reduction in charges or fees according to its own
rules in effect at the time an application for a Contract is approved. The
Company reserves the right to change these rules from time to time. Any
variation in charges or fees will reflect differences in costs and services,
will apply uniformly to all prospective Contract purchasers in the group or
class, and will not be unfairly discriminatory to the interests of any Owner.

PREMIUM OR SIMILAR TAXES

Several states and local governments impose a premium or similar tax on
annuities. Currently, such taxes range up to 5% of the Accumulated Value applied
to an Annuity Option. Ordinarily, any state-imposed premium or similar tax will
be deducted from the Accumulated Value only at the time of annuitization.

For Contracts issued in South Dakota the Company pays a tax on each premium
payment at the time it is made. The Company will deduct a charge for these taxes
from the Accumulated Value at the time of annuitization, death, surrender, or
withdrawal. Such a charge is equal to the applicable premium tax percentage
times the amount of Accumulated Value that is applied to an Annuity Option,
surrendered, withdrawn, or at death. The net economic effect of this procedure
is not significantly different than if the Company deducted the premium tax from
each premium payment when received.

________________________________

The charges described above (exclusive of taxes) and the Contracts' annuity
purchase rates will apply for the duration of each Contract and, except as noted
above, will not be increased by the Company. However, these charges do not
include all of the expenses which may be incurred for the account of Owners and
Annuitants. Additional charges will be made directly to the Separate Account for
taxes, if any, based on the income of, capital gains of, assets in, or the
existence of, the Separate Account and interest on funds borrowed. In addition,
the Company reserves the right to deduct premium taxes from premiums when paid.
Moreover, the Separate Account purchases and redeems shares of the Trust at net
asset value, a value which reflects the deduction from the assets of the Trust
of the applicable investment management fees and of certain operating expenses
listed under "Synopsis of Expense Information."

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<PAGE>

THE CONTRACTS

The descriptions herein are based on certain provisions of the Contracts.
Reference should be made to the actual Contracts and to the terms and
limitations of any tax qualified plan which is to be funded by such Contracts.
Tax qualified plans are subject to several requirements and limitations which
may affect the terms of any particular Contract or the advisability of taking
certain action permitted thereby.

PURCHASE OF CONTRACTS

Authorized representatives of the broker-dealer or financial institution
participating in the distribution of the Contracts will assist in the completion
of the application or the placing of an order for a Contract and will be
responsible for its transmittal, together with the necessary premium payment, to
the Company's Servicing Agent, JHISC. If the application or order is complete
and the Contract applied for is suitable, the Contract will be issued and
delivered to the Owner. If the completed application or order is received in
proper form, the initial premium payment accompanying the completed application
is applied within two business days after receipt. If an initial premium payment
is not applied within five business days after receipt, it will be refunded
unless the applicant consents to the retention of the premium payment until
receipt of information necessary to allow the issuance of the Contract.

Each premium payment must be at least $500 in amount. The total premium
payments in any Contract Year may not exceed $1,000,000. The maximum dollar
amount of transfers and payments to any one Subaccount in a Contract Year is
$1,000,000. While the Annuitant is living and the Contract is in force, premium
payments may be made at any time before the Date of Maturity, except that no new
premium payments may be made after the Annuitant reaches age 84 1/2 under
Contracts funding non-qualified arrangements, or age 70 1/2 under tax qualified
plans. A Contract will not be issued if the proposed Annuitant is older than age
84 1/2. The foregoing limits may be waived by the Company.

All checks or other forms of premium payment must be made payable to John
Hancock.

PREMIUM PAYMENTS BY WIRE

The initial premium payment may be transmitted by wire order from broker-
dealers and financial institutions participating in the distribution of the
Contracts. Wire orders accepted by the Company will be invested in the
investment options selected by the prospective Owner at the value next
determined following receipt in good order. Wire orders must include information
necessary to allocate the payment among the investment options selected by the
prospective Owner. Wire orders not accompanied by complete information may be
held for up to five business days in order to obtain the missing information. If
that information is not obtained within the five business day period, JHISC will
so advise the broker-dealer or financial institution involved and return the
premium payment immediately to the prospective Owner, unless he or she consents
to the retention of the premium payment by the Company until JHISC has received
the information not provided. A Contract will, nevertheless, not be issued,
until the Company receives and accepts a properly completed application. Until a
signed application is received and accepted, no further premium payments or
other transactions will be allowed.

If within ten days of the receipt of the initial premium payment by wire a
completed application is not received or an incomplete application received
cannot be completed, the initial premium payment will be returned to the
prospective Owner.

After a Contract has been issued, subsequent premium payments may be
transmitted by wire through the Owner's bank. Information as to the name of the
Company's bank, our account number and the ABA routing number may be obtained by
calling JHISC at the telephone number on the cover page of this prospectus. The

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<PAGE>

wire order must identify the Subaccounts and Guarantee Periods to which the
premium payment is to be allocated, and the dollar amount to be allocated to
each Subaccount and Guarantee Period. Banks may charge a fee for wire services.

THE ACCUMULATION PERIOD

ALLOCATION OF PREMIUM PAYMENTS

Premium payments are allocated by the Company to one or more of the
Subaccounts or Guarantee Periods, or among the Subaccounts and Guarantee
Periods, as specified by the Owner at the time of purchasing the Contract, and
as directed by the Owner from time to time thereafter. Any change in the
allocations will be effective as to premium payments made after the receipt by
JHISC of notice in form satisfactory to the Company.

Each premium payment allocated to a Subaccount purchases Accumulation
Units of that Subaccount at the value of such units next determined after the
receipt of such premium payment at JHISC. See "Variable Account Valuation
Procedures."

Currently, premium payments may be allocated to a maximum of 18 Subaccounts
and Guarantee Periods.

VALUE OF ACCUMULATION UNITS

The number of Accumulation Units of a Subaccount purchased with a specific
premium payment will be determined by dividing the premium payment by the
value of an Accumulation Unit in that Subaccount when the premium payment is
applied. The value of the Accumulation Units so purchased will vary in amount
thereafter, depending upon the investment performance of the Subaccount and the
charges and deductions made against the Subaccount. At any date prior to the
Date of Maturity, the total value of the Accumulation Units in a Subaccount
which have been credited to a Contract can be computed by multiplying the number
of such Accumulation Units by the appropriate Accumulation Unit Value in effect
for such date.

DETERMINATION OF MVA FIXED ACCOUNT VALUE

A Contract's MVA Fixed Account Value is guaranteed by the Company. The
Company bears the investment risk with respect to amounts allocated to the MVA
Fixed Account, except that (a) the Company may vary the Guaranteed Rate for
future Guarantee Periods (subject to the 3% effective annual minimum guaranteed
rate applicable to all Contracts issued on an individual basis and to Contracts
issued on a group basis where required under state law) and (b) the Market Value
Adjustment imposes investment risks on the Owner.

The Contract's MVA Fixed Account Value is the sum of the MVA Fixed Account
Values in each Guarantee Period on any date. The MVA Fixed Account Value in a
Guarantee Period is equal to the following amounts, in each case increased by
accrued interest at the applicable Guaranteed Rate:

. The amount of premium payments or transferred amounts allocated to
the Guarantee Period, including the amount of any positive Market Value
Adjustment; less

. The amount of any withdrawals, including any CDSLs, or transfers out of
the Guarantee Period; less

. The amount of any charges and fees deducted from that Guarantee Period;
less

. The amount of any negative Market Value Adjustment.

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<PAGE>

TRANSFERS AMONG SUBACCOUNTS AND GUARANTEE PERIODS

Not more than 12 times in each Contract Year the Owner may (a) transfer all
or any part of the Accumulation Units credited under a Contract from one
Subaccount to another Subaccount, or into a Guarantee Period or (b) transfer all
or any part of the dollar amount in one Guarantee Period to another Guarantee
Period, or to a Subaccount. However, transfers may not be made within 30 days of
the Date of Maturity, and transfers from one Subaccount or Guarantee Period to
another may not exceed $1,000,000 in value in any Contract Year. A transfer
pursuant to the dollar cost averaging feature discussed below does not count
toward the limitation of 12 transfers per Contract Year.

Transfers involving the Subaccounts will result in the redemption and/or
purchase of Accumulation Units on the basis of the respective unit values next
determined after receipt of notice satisfactory to the Company at JHISC.
Transfers from a Guarantee Period before its expiration date are subject to a
Market Value Adjustment. The amount of any positive or negative Market Value
Adjustment will be added to or deducted from the transferred amount.

An Owner may request a transfer in writing or, if a telephone transfer
authorization is in effect, by telephoning 800-824-0335. The Owner may send a
written request to JHISC at P.O. Box 9298, Boston, Massachusetts 02205-9298. Any
written request should include the Owner's name, daytime telephone number, and
Contract number, and identify the Subaccounts or Guarantee Periods from which
and to which transfers are to be made. Transfers will be effective on the date
of receipt at our Servicing Office, JHISC, of a request in form satisfactory to
us. The Company reserves the right to modify, suspend, or terminate telephone
transfers at any time without notice to the Owners.

An Owner who authorizes telephone transfers will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone transfer
instructions which the Company and/or JHISC reasonably believes to be genuine,
unless such loss, expense or cost is the result of the Company's and/or JHISC's
mistake or negligence. The Company and JHISC employ procedures which provide
safeguards against the execution of unauthorized transfers, and which are
reasonably designed to confirm that transfer instructions received by telephone
are genuine. These procedures include requiring personal identification, tape
recording calls, and providing written confirmation to the Owner.

DOLLAR COST AVERAGING

The Owner may elect to have automatically transferred on a monthly,
quarterly, semi-annual or annual basis, at no cost, Accumulation Units credited
to the Money Market Subaccount into one or more of the other Subaccounts. The
minimum amount of each transfer is $250. To begin the program, the Accumulated
Value must be at least $15,000. The program continues until it is discontinued
by the Owner, or the full liquidation of the Money Market Subaccount. Changes in
your dollar cost averaging instructions may be made by telephone or in writing
provided the telephone authorization option has been elected by the Owner. The
Company reserves the right to terminate the dollar cost averaging program at any
time. Automatic transfers into the Guarantee Periods are not permitted.

SURRENDER OF CONTRACT; PARTIAL WITHDRAWALS

Prior to the Date of Maturity, if the Annuitant is living, a Contract may
be surrendered for a cash payment of its Surrender Value, or a partial
withdrawal of the Accumulated Value may be made. The Surrender Value of a
Contract is the Accumulated Value, after any Market Value Adjustment, less any
applicable charges, including any CDSL. Accumulation Units will be redeemed at
their value next determined after the receipt by JHISC of notice of surrender or
partial withdrawal in form satisfactory to the Company. The amount of MVA Fixed
Account Value will be determined on the date of receipt by JHISC of such notice.
The value of any

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<PAGE>

Accumulation Units redeemed may be more or less than the premium payments
applied under the Contract, depending upon the value of the Trust's shares held
in a Subaccount at the time. Additionally, the Surrender Value of the MVA Fixed
Account, as adjusted by any applicable Market Value Adjustment, may be more or
less than the MVA Fixed Account Value. See "Market Value Adjustment" under "The
MVA Fixed Account" above. The resulting cash payment upon a surrender will be
reduced by any applicable CDSL and any unpaid Contract Fees or other charges.

Unless directed otherwise by the Owner, that portion of the Accumulated
Value of the Contract redeemed in a partial withdrawal will be redeemed in each
Subaccount and each Guarantee Period in the same proportion as the Accumulated
Value of the Contract is then allocated among the Subaccounts and the Guarantee
Periods. The Company will redeem Accumulation Units and/or withdraw dollar
amounts from the MVA Fixed Account so that the total amount of a partial
withdrawal (after any Market Value Adjustment) equals the dollar amount of the
partial withdrawal request. Any applicable CDSL will be determined after any
Market Value Adjustment and will reduce the remaining Accumulated Value in the
Separate Account and MVA Fixed Account, as the case may be. The CDSL, if any,
will not reduce the partial withdrawal payment made to the owner so long as the
Accumulated Value is sufficient to cover the CDSL.

Payments of Surrender Value, in a single sum, and partial withdrawal
payments, ordinarily will be made within seven days after receipt of the above
notice by JHISC. As described under "Miscellaneous Provisions-Deferment of
Payment," however, redemptions and payments may be delayed under certain
circumstances. See "Federal Income Taxes" for possible adverse tax consequences
of certain surrenders and partial withdrawals.

Any request for a surrender or partial withdrawal should be mailed to
JHISC, P. O. Box 9298, Boston, MA 02205-9298.

Without our approval, a partial withdrawal is not permitted for an amount
less than $100, nor may a partial withdrawal be made if the total remaining
Accumulated Value would be less than $1,000. If the CDSL Free Withdrawal Value
is at any time less than $100, then that amount must be withdrawn in full, in a
single withdrawal, before any further partial withdrawal is made. The Contract
may be terminated by the Company if the Accumulated Value of the Contract at any
time becomes zero.

SYSTEMATIC WITHDRAWAL

An optional systematic withdrawal plan enables the Owner to pre-authorize
periodic withdrawals. Owners electing the plan instruct the Company to withdraw
a percentage or a level dollar amount from the Contract on a monthly, quarterly,
semi-annual, or annual basis. The amount withdrawn will result in the
cancellation of Accumulation Units from each applicable Subaccount in the
Separate Account, and the deduction of dollar amounts from each applicable
Guarantee Period in the MVA Fixed Account, in the ratio that the value of each
bears to the total Accumulated Value. Currently, systematic withdrawal is
available to Owners who have an Accumulated Value of $15,000 or more. The
Company reserves the right to modify the eligibility rules or other terms and
conditions of this program at any time, without notice. Systematic withdrawals
in any Contract Year in excess of 10% of the Accumulated Value as of the
beginning of the Contract Year may be subject to a CDSL. The minimum systematic
withdrawal is $100. In the event that the modal amount of the withdrawal drops
below $100 or the Accumulated Value becomes less than $5,000, the plan will be
suspended by the Company and the Owner will be notified. The systematic
withdrawal will terminate upon cancellation by the Owner.

Systematic withdrawals are subject to the CDSL and Market Value Adjustment
described above. There may be tax consequences associated with the systematic
withdrawal plan. See "Federal Income Taxes."

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<PAGE>

STANDARD DEATH BENEFIT

If the Annuitant dies before the Date of Maturity, a standard death benefit
is payable. The death benefit will be the greater of (a) the Accumulated Value,
adjusted by any Market Value Adjustment, next determined following receipt by
JHISC of due proof of death together with any required instructions as to method
of settlement, and (b) the aggregate amount of the premium payments made under
the Contract, less any partial withdrawals and CDSLs.

Payment of the death benefit will be made in a single sum to the
beneficiary designated by the Owner prior to the Annuitant's death unless an
optional method of settlement has been elected by the Owner. If an optional
method of settlement has not been elected by the Owner, the beneficiary may
elect an optional method of settlement in lieu of a single sum. No deduction is
made for sales or other expenses upon such election. Payment will be made in a
single sum in any event if the death benefit is less than $5000. See "Annuity
Options" under "The Annuity Period". If there is no surviving beneficiary, the
Owner, or his or her estate is the beneficiary.

OPTIONAL ONE YEAR STEPPED-UP DEATH BENEFIT

The Owner may elect a one year stepped-up death benefit rider that is
designed to enhance the standard death benefit payable to the beneficiary. Under
this rider, upon the death of the Annuitant before the Date of Maturity, the
benefit payable will be the greater of (a) the standard death benefit, and (b)
the highest Accumulated Value, adjusted by any Market Value Adjustment, of the
Contract as of any Contract anniversary preceding the date of receipt of due
proof of death together with any required settlement instructions and preceding
the Contract anniversary nearest the Annuitant's 81st birthday, plus any premium
payments, less any withdrawals and CDSLs, since such Contract anniversary. The
rider is elected at the time a Contract is applied for. Reference should be made
to the rider for a complete description of its terms, conditions and benefits.
A monthly charge is made for this benefit, so long as the rider is in effect.
See "Charges Under the Contracts." This one year stepped-up death benefit is not
available for applicants over age 79.

OPTIONAL ACCIDENTAL DEATH BENEFIT

Subject to state availability, at the option of the Owner, an accidental
death benefit may be elected at the time the Contract is applied for. Under this
rider, upon the accidental death of the Annuitant prior to the earlier of the
Date of Maturity or the Annuitant's 80th birthday, the beneficiary will receive,
in addition to any other death benefit, an amount equal to the Accumulated Value
of the Contract, as of the date of the accident, upon receipt of due proof of
the Annuitant's death together with any required instructions as to method of
settlement, up to a maximum of $200,000. This benefit is not available to
applicants over age 79. Reference should be made to the rider for a complete
description of its terms, conditions and benefits. A monthly charge is made for
this rider as described under "Charges Under the Contracts."

PAYMENT OF DEATH BENEFITS

Distribution Requirements Following Death of Owner

The Code requires certain distribution provisions to be included in any
Contract used to fund other than a tax qualified plan. See "Federal Income
Taxes." Failure to include the required distribution provisions results in the
Contract not being treated as an annuity for Federal tax purposes. The Code
imposes comparable distribution requirements for Contracts used to fund tax
qualified plans. These required provisions for tax qualified plans will be
reflected by means of separate disclosures and endorsements furnished to
Owners.

The Code distribution requirements are expected to present few practical
problems when the Annuitant and Owner are the same person. Nevertheless, all
Owners of Contracts not used to fund a tax qualified plan and IRA Contract
Owners should be aware that the following distribution requirements are
applicable notwithstanding any provision to the contrary in the Contract (or in
this prospectus) relating to payment of the death benefit or death of the
Annuitant.

If the Owner dies before annuity payments have begun: (a) if the
beneficiary is the surviving spouse of the

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<PAGE>

Owner, the beneficiary may continue the Contract in force as Owner; or (b) if
the beneficiary is not the surviving spouse of the Owner, or if the beneficiary
is the surviving spouse of the Owner but does not choose to continue the
Contract, the entire interest in the Contract on the date of death of the Owner
must be: (i) paid out in full within five years of the Owner's death, or (ii)
applied in full towards the purchase of a life annuity on the beneficiary with
payments commencing within one year of the Owner's death. If the Owner dies on
or after annuity payments have begun, any remaining benefit must be paid out at
least as rapidly as under the method of making annuity payments then in effect.

The Code imposes comparable distribution requirements on tax qualified
plans.

If the Owner is not the Annuitant, "the entire interest in the Contract on
the date of death of the Owner" is equal to the Surrender Value if paid out in
full within five years of the Owner's death, or is equal to the Accumulated
Value if applied in full towards the purchase of a life annuity on the
beneficiary with payments commencing within one year of the Owner's death. Note
that "the entire interest in the Contract on the date of death of the Owner"
which is payable if the Owner dies before annuity payments have begun may be an
amount less than the death benefit which would have been payable if the
Annuitant had died instead.

Notice should be furnished promptly to JHISC upon the death of the Owner.

THE ANNUITY PERIOD

During the annuity period, the total value of a Contract may be allocated
among no more than four "Accounts." For this purpose, all Guarantee Periods
comprising the MVA Fixed Account are counted as one Account; each of the
Subaccounts is counted as one Account. Amounts allocated to the MVA Fixed
Account will provide annuity payments on a fixed basis; amounts allocated to the
Subaccounts will provide annuity payments on a variable basis. If more than four
Accounts are being used on the Date of Maturity, the Company will divide the
total Accumulated Value proportionately among the four Accounts with the largest
Accumulated Values.

Any Accumulated Value in the MVA Fixed Account at the Date of Maturity will
be subject to any positive or negative Market Value Adjustment that is
applicable at that time, before such amount is applied to provide annuity
payments.

Annuity payments will begin on the Date of Maturity if the Annuitant is
then living and the Contract has been in force for at least six months. Each
Contract will provide at the time of its issuance for a Life Annuity with Ten
Years Certain. Under this form of annuity, annuity payments are made monthly to
the Annuitant for life and, if the Annuitant dies within ten years after the
Date of Maturity, the payments remaining in the ten-year period will be made to
the contingent payee, subject to the terms of any supplementary agreement
issued. A different form of annuity may be elected by the Owner, as described in
"Annuity Options," below, prior to the Date of Maturity. However, the minimum
Accumulated Value that may be applied to an annuity form, other than a Life
Annuity with Ten Years Certain, is $5,000. Once a given form of annuity takes
effect, it may not be changed.

If the initial monthly annuity payment under a Contract would be less than
$50, the Company may make a single sum payment equal to the total Surrender
Value of the Contract on the date the initial payment would be payable, in place
of all other benefits.

Each Contract specifies a Provisional Date of Maturity at the time of its
issuance, which may be no earlier than six months after the date the first
payment is applied to the Contract. The Owner may subsequently elect a different
Date of Maturity, however. Unless otherwise permitted by the Company, such
subsequent date may be any earlier date provided it is no earlier than six
months after the date the first payment is applied to the Contract, nor later
than the maximum age specified in the Contract, generally age 85. The election
is made by

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<PAGE>

written notice received by JHISC before the Provisional Date of Maturity and at
least 31 days prior to the Date of Maturity. If a Date of Maturity different
from the Provisional Date of Maturity is not elected by the Owner, the
Provisional Date of Maturity shall be the Date of Maturity of the Contract.
Particular care should be taken in electing the Date of Maturity for Contracts
issued under tax qualified plans. See "Federal Income Taxes."

VARIABLE MONTHLY ANNUITY PAYMENTS

Variable monthly annuity payments under a Contract are determined by
converting each Subaccount's Accumulation Units credited to the Contract (less
any applicable premium tax) into the respective Annuity Units of each applicable
Subaccount on the Date of Maturity or some other date elected for commencement
of variable annuity payments.

The amount of each variable annuity payment after the first payment will
depend on the investment performance of the Subaccounts being used. If the
actual net investment return (after deducting all charges) of a Subaccount
during the period between the dates for determining two monthly payments based
on that Subaccount exceeds the "assumed investment rate" (explained below), the
latter monthly payment will be larger than the former. On the other hand, if the
actual net investment return is less than the assumed investment rate, the
latter monthly payment will be smaller than the former.

Assumed Investment Rate

The assumed investment rate for the variable annuity portion of the
Contracts will be 3 1/2% per year except as provided below. The assumed
investment rate is significant in determining the amount of the initial variable
monthly annuity payment and the amount by which subsequent variable monthly
payments are more or less than the initial variable monthly payment.

Where applicable state law so provides, an Owner may elect a Variable
Annuity Option with assumed investment rates of 5% or 6%, if such a rate is
available in the Owner's state. Election of a higher assumed investment rate
produces a larger initial annuity payment but also means that eventually the
monthly annuity payments would be smaller than if a lower assumed investment
rate had been elected.

Calculation of Annuity Units

Accumulation Units are converted into Annuity Units by first multiplying
the number of each Subaccount's Accumulation Units credited to the Contract on
the date of conversion by the appropriate Accumulation Unit Value as of ten
calendar days prior to the date the initial variable monthly annuity payment is
due. For each Subaccount the resulting value (less any applicable premium tax)
is then multiplied by the applicable annuity purchase rate, which reflects the
age and, possibly, sex of the Annuitant and the assumed investment rate,
specified in the Contract. This computation determines the amount of each
Subaccount's initial monthly variable annuity payment to the Annuitant. The
number of each Subaccount's Annuity Units to be credited to the Contract is then
determined by dividing the amount of each Subaccount's initial variable monthly
annuity payment by each Subaccount's Annuity Unit Value as of ten calendar days
prior to the date the initial payment is due.

FIXED MONTHLY ANNUITY PAYMENTS

The dollar amount of each fixed monthly annuity payment, specified during
the entire period of annuity payments according to the provisions of the annuity
form selected, will be determined by dividing the amount

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applied under the Fixed Annuity Option (net of any applicable premium taxes) by
$1,000 and multiplying the result by the greater of: (a) the applicable factor
shown in the appropriate table in the Contract; or (b) the factor currently
offered by the Company at the time of annuitization. This current factor may be
based on the sex of the payee unless prohibited by law.

ANNUITY OPTIONS

The Owner may elect an Annuity Option during the lifetime of the Annuitant
by written notice received by JHISC prior to the Date of Maturity of the
Contract. If no option is selected, Option A with Ten Years Certain will be
used. A beneficiary entitled to payment of a death benefit in a single sum may,
if no election has been made by the Owner prior to the Annuitant's death, elect
an Annuity Option by written notice received by JHISC prior to the date the
proceeds become payable. No option may be elected, other than the Life Annuity
with Ten Years Certain, if the Accumulated Value to be applied is less than
$5000, in which case we will make a payment equal to the total Surrender Value
on the date the initial payment would be payable in place of all other benefits.
Among the options available are the following Annuity Options.

Option A: Life Annuity with Payments for a Guaranteed Period

Monthly payments will be made for a guaranteed period of 5, 10 or 20 years
as selected by the Owner or Beneficiary and thereafter for as long as the payee
lives, with the guarantee that if the payee dies prior to the end of the
guaranteed period selected, payments will continue for the remainder of the
guaranteed period to a contingent payee, subject to the terms of any
supplementary agreement issued.

Option B: Life Annuity Without Further Payment on Death of Payee

Monthly payments will be made to the payee as long as he or she lives. No
minimum number of payments is guaranteed.

Option C: Joint and Last Survivor

Payments will be provided monthly, quarterly, semi-annually or annually for
your life and the life of your spouse/joint payee. Upon the death of one payee,
payments will continue to the surviving payee and stop upon the death of the
surviving payee.

Option D: Joint and 1/2 Survivor
Joint and 2/3 Survivor

Payments will be provided monthly, quarterly, semi-annually or annually for
your life and the life of your spouse/joint payee. Upon the death of one payee,
payments (reduced to 1/2 or 2/3 the full payment amount) will continue to the
surviving payee. Payments stop upon the death of the surviving payee.

Option E: Life Income With Cash Refund

Payments will be provided monthly, quarterly, semi-annually or annually for
your life. Upon your death, your contingent payee will receive a lump-sum
payment, if the total payments to you were less than your accumulated value at
the time of annuitization. The lump-sum payment, if any, will be for the
balance.

Option F: Income for a Fixed Period

Payments will be provided monthly, quarterly, semi-annually or annually for
a pre-determined period of time to a maximum of 30 years. If you die before the
end of the fixed period, payments will continue to your contingent payee until
the end of the period.

Option G: Income of a Specific Amount

Payments will be provided for a specific amount. Payments stop only when
the premium deposit applied and earnings have been completely paid out. If you
die before all payments are made, payments continue to your contingent payee
until the end of the contract.

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

Fixed and variable annuity payments are available with Annuity Options
A, B, C and D. Only fixed annuity payments are available with Annuity Options E,
F, and G. With respect to Options F and G, payments must continue for 10 years
unless the Contract has been in force for 5 years or more.

The Option A life annuity with five years guaranteed and Option B life
annuity without further payment on the death of payee are not available if the
Annuitant is more than 85 years of age on the Date of Maturity.

TRANSFERS

The procedures for and terms and conditions of transfers by an Annuitant
among Subaccounts during the annuity period are the same as for transfers by
Owners among Subaccounts during the Accumulation Period. See "Accumulation
Period --Transfers Among Subaccounts and Guarantee Periods." Such transactions
involve the redemption and purchase of Annuity Units in the same manner that
transfers during the Accumulation Period involve the redemption and purchase of
Accumulation Units. No transfers to or from a Fixed Annuity Option are
permitted.

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OTHER CONDITIONS

The Company reserves the right at its sole discretion to make available to
Owners and other payees optional methods of payment in addition to the Annuity
Options described in this prospectus and the applicable Contract.

Federal income tax requirements currently applicable to H.R. 10 and
individual retirement annuity plans provide that the period of years guaranteed
under Option A cannot be any greater than the joint life expectancies of the
payee and his or her designated beneficiary.

If the Owner dies on or after annuity payments have begun, any remaining
benefit must be paid out at least as rapidly as under the method of making
annuity payments then in effect. The Code imposes a comparable distribution
requirement for Contracts used to fund tax qualified plans.

VARIABLE ACCOUNT VALUATION PROCEDURES

VALUATION DATE. A Valuation Date is any date on which the New York Stock
Exchange is open for trading and on which the Trust values its shares. On any
date other than a Valuation Date, the Accumulation Unit Value or Annuity Unit
Value will be the same as that on the next following Valuation Date.

VALUATION PERIOD. A Valuation Period is that period of time from the beginning
of the day following a Valuation Date to the end of the next following Valuation
Date.

ACCUMULATION UNIT VALUE. The Accumulation Unit Value is calculated separately
for each Subaccount. The value of one Accumulation Unit on any Valuation Date is
determined for each Subaccount by multiplying the immediately preceding
Accumulation Unit Value by the applicable Net Investment Factor for the
Valuation Period ending on such Valuation Date.

ANNUITY UNIT VALUE. The Annuity Unit Value is calculated separately for each
Subaccount. The value of one Annuity Unit on any Valuation Date is determined
for each Subaccount by first multiplying the immediately preceding Annuity Unit
Value by the applicable Net Investment Factor for the Valuation Period ending on
such date and then multiplying this product by an adjustment factor which will
neutralize the assumed investment rate used in determining the amounts of
annuity payable. The adjustment factor for a Valuation Period of one day for
Contracts with an assumed investment rate of 3 1/2% per year is 0.999905754. The
assumed investment rate is neutralized by applying the adjustment factor so that
the variable annuity payments will increase only if the actual net investment
rate of the Subaccount exceeds 3 1/2% per year and will decrease only if it is
less than 3 1/2% per year.

NET INVESTMENT FACTOR. The Net Investment Factor for each Subaccount for any
Valuation Period is equal to 1 plus the applicable net investment rate for
such Valuation Period. A Net Investment Factor may be more or less than 1.
The net investment rate for each Subaccount for any Valuation Period is equal to
(a) the accrued investment income and capital gains and losses, whether realized
or unrealized, of the Subaccount for such Valuation Period less (b) the sum of a
deduction for any applicable income taxes and, for each calendar day in the
Valuation Period, a deduction of 0.003425% or 0.002740% (depending on whether
the total asset-based charge for mortality and expense risks and for
administration is 1.25% or 1.00%, respectively, on an annual basis) of the value
of the Subaccount at the beginning of the Valuation Period, the result then
being divided by (c) the value of the total net assets of the Subaccount at the
beginning of the Valuation Period.

ADJUSTMENT OF UNITS AND VALUES. The Company reserves the right to change the
number and value of the Accumulation Units or Annuity Units or both credited to
any Contract, without the consent of the Owner or any other person, provided
strict equity is preserved and the change does not otherwise affect the
benefits, provisions or investment return of the Contract.

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MISCELLANEOUS PROVISIONS

RESTRICTION ON ASSIGNMENT

In order to qualify for favorable tax treatment, certain Contracts may 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,
unless the Owner is the trustee of a trust described in Section 401(a) of the
Code. Because an assignment, pledge or other transfer may be a taxable event an
Owner should consult a competent tax adviser before taking any such action.

DEFERMENT OF PAYMENT

The Company may defer for up to 15 days the payment of any amount
attributable to a premium payment made by check to allow the check reasonable
time to clear.

Payment of the value of any Accumulation Units in a single sum upon a
surrender or partial withdrawal will ordinarily be made within seven days after
receipt of the written request therefor by JHISC. However, redemption may be
suspended and payment may be postponed at times (a) when the New York Stock
Exchange is closed, other than customary weekend and holiday closings, (b) when
trading on that Exchange is restricted, (c) when an emergency exists as a result
of which disposal of securities in a Subaccount is not reasonably practicable or
it is not reasonably practicable to determine the value of the net assets of a
Subaccount or (d) when a governmental body having jurisdiction over the Separate
Account by order permits such suspension. Rules and regulations of the
Commission, if any are applicable, will govern as to whether conditions
described in (b) or (c) exist.

The Company may also defer payment of surrender proceeds payable out of the
MVA Fixed Account for a period of up to six months.

RESERVATION OF RIGHTS

The Company reserves the right to add or delete Subaccounts, to change the
underlying investments of any Subaccount, to operate the Separate Account in any
form permitted by law and to terminate the Separate Account's registration under
the 1940 Act if such registration should no longer be legally required. Certain
changes may, under applicable laws and regulations, require notice to or
approval of Owners. Otherwise, changes do not require such notice or approval.

OWNER AND BENEFICIARY

The Owner has the sole and absolute power to exercise all rights and
privileges under the Contract, except as otherwise provided by the Contract or
by written notice of the Owner. The Owner and the beneficiary are designated in
the application and may be changed by the Owner, effective upon receipt of
written notice at JHISC, subject to the rights of any assignee of record, any
action taken prior to receipt of the notice and certain other conditions. While
the Annuitant is alive, the Owner may be changed by written notice. The
beneficiary may be changed by written notice no later than receipt of due proof
of the death of the Annuitant. The change will take effect whether or not the
Owner or the Annuitant is then alive.

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FEDERAL INCOME TAXES

THE SEPARATE ACCOUNT, THE MVA FIXED ACCOUNT, AND THE COMPANY

The Company is taxed as a life insurance company under the Code. The
Separate Account is part of the Company's total operations and is not taxed
separately as a "regulated investment company" or otherwise.

The Contracts permit the Company to charge against the Separate Account and
the MVA Fixed Account any taxes, or provisions for taxes, attributable to the
operation or existence of the Contracts or the Separate Account. Currently, the
Company does not anticipate making a charge for income and other taxes because
of the level of such taxes. If the level of current tax is increased, or is
expected to increase in the future, the Company reserves the right to make a
charge in the future.

The Company assumes no responsibility for determining whether a particular
retirement plan satisfies the applicable requirements of the Code or whether a
particular employee is eligible for inclusion under a plan.

CONTRACTS PURCHASED OTHER THAN TO FUND A TAX QUALIFIED PLAN

The Owner or Other Payee

The Contracts are considered annuity contracts under Section 72 of the
Code. Currently no Federal income tax is payable on increases in Accumulated
Value until payments are made to the Owner or other payee under such Contract.
However, a Contract owned other than by a natural person is not generally an
annuity for tax purposes and any increase in value thereunder is taxable as
ordinary income as accrued.

When payments under a Contract are made in the form of an annuity, the
amount of each payment is taxed to the Owner or other payee as ordinary income
to the extent that such payment exceeds an allocable portion of the Owner's
"investment in the contract" (as defined in the Code). In general, an Owner's
"investment in the contract" is the aggregate amount of premium payments made by
him, reduced by any amounts previously distributed under the Contract that were
not subject to tax. The portion of each variable annuity payment to be excluded
from income is determined by dividing the "investment in the contract," adjusted
by any refund feature, by the number of periodic payments anticipated during the
time that periodic payments are to be made. In the case of a fixed annuity
payment, the amount to be excluded in each year is determined by dividing the
"investment in the contract," adjusted by any refund feature, by the amount of
"expected return" during the time that periodic payments are to be made, and
then multiplying by the amount of the payment." After the entire "investment in
the contract" has been distributed, any remaining payment is fully taxable.

When a payment under a Contract is made in a single sum, the amount of the
payment is taxed as ordinary income to the Owner or other payee to the extent it
exceeds the Owner's "investment in the contract."

For purposes of determining the amount of taxable income resulting from a
partial or complete withdrawal, all Contracts and other annuity contracts issued
by the Company or its affiliates to the Owner within the same calendar year will
be treated as if they were a single contract.

Partial Withdrawals Before Date of Maturity

When a payment under a Contract, including a payment under a systematic
withdrawal plan, is less than the amount that would be paid upon the Contract's
complete surrender and such payment is made prior to the commencement of annuity
payments under the Contract, part or all of the payment (the partial withdrawal)
may be taxed to the Owner or other payee as ordinary income.

On the date of the partial withdrawal, if the cash value of the Contract is
greater than the investment in the Contract, any part of such excess value so
withdrawn is subject to tax as ordinary income.

If an individual assigns or pledges any part of the value of a Contract,
the value so pledged or assigned is taxed as ordinary income to the same extent
as a partial withdrawal.

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Penalty for Premature Withdrawals

In addition to being included in ordinary income, the taxable portion of
any withdrawal may be subject to a 10-percent penalty tax. The penalty tax does
not apply to payments made to the Owner or other payee after the Owner attains
age 59 1/2, or on account of the Owner's death or disability. If the withdrawal
is made in substantially equal periodic payments over the life of the Annuitant
or other payee or over the joint lives of the Annuitant and the Annuitant's
beneficiary the penalty will also not apply.

DIVERSIFICATION REQUIREMENTS

Each of the Funds of the Trust intends to qualify as a regulated investment
company under Subchapter M of the Code and will have to meet the investment
diversification tests of Section 817(h) of the Code and the underlying
regulations. The Treasury Department and the Internal Revenue Service may, at
some future time, issue a ruling or a regulation presenting situations in which
it will deem "investor control" to be present over the assets of the Funds of
the Trust, causing the Owner to be taxed currently on income credited to the
Contracts. In such a case, the Company reserves the right to amend the Contract
or the choice of investment options to avoid current taxation to the
Owners.

CONTRACTS PURCHASED TO FUND A TAX QUALIFIED PLAN

Withholding on Eligible Rollover Distributions

Recent legislation requires 20% withholding on certain distributions from
tax qualified plans. An Owner wishing to rollover his entire distribution should
have it paid directly to the successor plan. Otherwise, the Owner's distribution
will be reduced by the 20% mandatory income tax. Consult a qualified tax adviser
before taking such a distribution.

Contracts Purchased under Individual Retirement Annuity Plans (IRA)

The maximum amount of premium payments deductible each year with respect to
an individual retirement annuity contract (as defined in Section 408 of the
Code) issued on the life of an eligible purchaser is the lesser of $2,000 or
100% of compensation includible in gross income. A person may also purchase a
contract for the benefit of his or her non-working spouse. Where an individual
elects to deduct amounts contributed on his or her own behalf and on behalf of a
spouse, the maximum amount of premium payments deductible is the lesser of
$2,250 or 100% of the compensation included in the gross income of the working
spouse; provided, however, not more than $2,000 can be allocated to either
person's account. Taxpayers who are active participants in an employer-sponsored
retirement plan are permitted to make a deductible premium payment only if their
adjusted gross incomes are below certain amounts.

No deduction is allowed for premium payments made in or after the taxable
year in which the Owner has attained the age of 70 1/2 years nor is a deduction
allowed for a "rollover contribution" as defined in the Code.

When payments under a Contract are made in the form of an annuity, or in a
single sum such as on surrender of the Contract or by partial withdrawal, the
payment is taxed as ordinary income.

IRS required minimum distributions must begin no later than April 1 of the
year following the year in which the Owner attains age 70 1/2. The Owner may
incur adverse tax consequences if a distribution on surrender of the Contract or
by partial withdrawal is made prior to his attaining age 59 1/2, except in the
event of his death or total disability.

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Contracts Purchased under Section 403(b) Plans (TSA)

Premium payments made by an employer which is a public school system or a
tax-exempt organization described in Section 501(c)(3) of the Code under annuity
purchase arrangements described in Section 403(b) of the Code are not taxable
currently to the Owner, to the extent that the aggregate of such amounts does
not exceed the Owner's "exclusion allowance" (as defined in the Code). In
general, an Owner's "exclusion allowance" is determined by multiplying 20% of
his "includible compensation" (as defined in the Code) by the number of years of
his service with the employer and then subtracting from that product the
aggregate amount of premium payments previously excluded from income and certain
other employer payments to retirement plans in which the Owner is a participant.
Additional limitations applicable to premium payments are described in Section
415 of the Code. Deferrals under all plans made at the election of the Owner
generally are limited to an aggregate of $9500 annually.

When payments under a Contract are made in the form of an annuity, such
payments are taxed to the Owner or other payee under the same rules that apply
to such payments under corporate plans (discussed below) except that five-year
averaging and capital gain phase-out are not available.

When payment under a Contract is made in a single sum, such as on surrender
of the contract or by partial withdrawal, the taxable portion of the payment is
taxed as ordinary income and the penalty for premature withdrawals may be
applicable.

Ordinarily an Owner in a Section 403(b) plan does not have any "investment
in the contract" and, thus, any distribution is fully taxed as ordinary income.

Distributions are prohibited before the Owner is age 59 1/2, except on the
Owner's separation from service, death, or disability and except with respect to
distributions attributable to assets held as of December 31, 1988. This
prohibition does not (1) preclude transfers and exchanges to other products that
qualify under Section 403(b) or (2) restrict withdrawals of certain amounts
attributable to pre-January 1, 1989, premium payments.

Contracts Purchased under Corporate Plans

In general, premium payments made by a corporation under a qualified
pension or profit-sharing plan described in Section 401(a) of the Code or a
qualified annuity plan described in Section 403(a) of the Code are deductible by
the corporation and are not taxable currently to the employees.

When payments under a Contract are made in the form of an annuity, the
amount of each payment is taxed to the Annuitant or other payee as ordinary
income except in those cases where the Annuitant has an "investment in the
contract" (as defined in the Code). In general, an Annuitant's "investment in
the contract" is the aggregate amount of premium payments made by him. If an
Annuitant has an "investment in the contract," a portion of each annuity payment
is excluded from income until the investment in the contract is recovered. The
amount to be excluded in each year, in the case of a variable annuity payment,
is determined by dividing the "investment in the contract," adjusted by any
refund feature, by the number of periodic payments anticipated during the time
that periodic payments are to be made. The calculation for fixed annuity
payments is somewhat different. For fixed annuity payments, in general, prior to
recovery of the "investment in the Contract," there is no tax on the amount of
each payment which bears the same ratio to that payment as the "investment on
the Contract" bears to the total expected value of the annuity payments for the
term of the payments. However, the remainder of each annuity payment is taxable.
The taxable portion of a distribution (in the form of an annuity or a single sum
payment) is taxed as ordinary income.

When payment under a Contract is made in a single sum or a total
distribution is made within one taxable year of the Annuitant or other payee,
the amount of the payment is taxed to the Annuitant or other payee to the extent
it exceeds the Annuitant's "investment in the contract." If such payment is made
after the Annuitant

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has attained age 59 1/2, or on account of his death, retirement or other
termination of employment or on account of his death after termination of
employment, five year averaging and a phase-out of capital gains treatment for
pre-1974 contributions may be available with respect to one distribution. Other
rules may be available to taxpayers who have attained age 50 prior to January 1,
1986.

IRS required minimum distributions must begin no later than April 1 of the
year following the year in which the Annuitant attains age 70 1/2 even if the
Annuitant has not retired.

Contracts Purchased under H.R. 10 Plans (Self-Employed)

Self-employed persons, including partnerships, may establish tax qualified
pension and profit-sharing plans and annuity plans for themselves and for their
employees. Generally, the maximum amount of premium payments deductible each
year with respect to variable annuity contracts issued on the life of self-
employed persons under such plans is $30,000 or 25% of "earned income" (as
defined in the Code), whichever is less. Self-employed persons must also make
premium payments for their employees (who have met certain eligibility
requirements) at least at the same rate as they do for themselves. In general,
such premium payments are deductible in full and are not taxable currently to
such employees.

Tax qualified plans may permit self-employed persons and their employees to
make additional premium payments themselves (which are not deductible) of up to
10% of earned income or compensation.

When payments under a Contract are made in the form of an annuity, such
payments are taxed to the Annuitant or other payee under the same rules that
apply to such payments under corporate plans (discussed earlier).

The tax treatment of single sum payments is also the same as under
corporate plans except that five year averaging may be unavailable to a self-
employed Annuitant on termination of service for reasons other than disability.

The same rules that apply to commencement of annuity payments under
corporate plans apply to H.R. 10 plans.

Contracts Purchased By Top-Heavy Plans

Certain corporate and H.R. 10 plans may be characterized under Section 416
of the Code as "top-heavy plans" if a significant portion of the plan assets is
held for the benefit of the "key employees" (as defined in the Code). Care must
be taken to consider the special limitations applicable to top-heavy plans and
the potentially adverse tax consequences to key employees.

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WITHHOLDING OF TAXES

The Company is obligated to withhold taxes from certain payments unless the
recipient elects otherwise. The withholding rate varies depending upon the
nature and the amount of the distribution. The Company will notify the Owner or
other payee of his or her right to elect out of withholding and furnish a form
on which the election may be made. Any election must be received by JHISC in
advance of the payment in order to avoid withholding.

SEE YOUR OWN TAX ADVISER

The above description of Federal income tax consequences of owning a
Contract and of the different kinds of tax qualified plans which may be funded
by the Contracts is only a brief summary and is not intended as tax advice. The
rules governing the provisions of tax qualified plans are extremely complex and
often difficult to understand. Anything less than full compliance with the
applicable rules, all of which are subject to change from time to time, can have
adverse tax consequences. For example, premature withdrawals are generally
subject to a 10-percent penalty tax. The taxation of an Annuitant or other payee
has become so complex and confusing that great care must be taken to avoid
pitfalls. For further information a prospective purchaser should consult a
qualified tax adviser.

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SEPARATE ACCOUNT PERFORMANCE

The Subaccounts may include total return in advertisements. When a
Subaccount advertises its total return, it will usually be calculated for one
year, five years, and ten years or for the life of the applicable Fund. Total
return is the percentage change between the value of a hypothetical investment
in the Subaccount at the beginning of the relevant period to the value of the
investment at the end of the period, assuming the deduction of any CDSL which
would be payable if the Contract Owner surrendered the Contract at the end of
the period indicated. Total return at the Separate Account level will reflect
the CDSL, mortality and expense risk charges, administrative charge, and the
annual Contract Fee. The total return figures will not reflect any premium tax
charge or any charges for optional benefits, including the Nursing Home Waiver
of CDSL, One Year Stepped-Up Death Benefit and Accidental Death Benefit riders.
The total return for the Separate Account will be lower than total return at the
Trust level where comparable charges are not deducted.

The Subaccounts may also advertise total returns in a non-standard format
in conjunction with the standard format described above. The non-standard format
will be the same as the standard format except that it will not reflect any
CDSL.

The Money Market Subaccount may advertise "current yield" and "effective
yield." Current yield refers to the income earned by the Subaccount over a
seven-day period and then annualized; i.e., the income earned in the period is
assumed to be earned every seven days over a 52-week period and stated as a
percentage of the investment. Effective yield is calculated similarly but, when
annualized, the income earned by the investment is assumed to be reinvested in
the Subaccount and thus compounded in the course of a 52-week period. The
effective yield will be slightly higher than the current yield because of this
compounding effect of the assumed reinvestment.

The other Subaccounts may also advertise current yield. For these
Subaccounts, the current yield will be calculated by dividing the annualization
of the income earned by the Subaccount during a recent thirty-day period by the
maximum offering price per unit at the end of such period. In all cases,
current yield and effective yield will reflect the recurring charges at the
Separate Account level including the annual Contract Fee, but will not reflect
any premium tax charge, any CDSL, or any charges for optional benefit riders.

Performance information for the Subaccounts may be compared to other
variable annuity separate accounts or other investment products surveyed by
Lipper Analytical Services, Inc., an independent service which monitors and
ranks the performance of investment companies, or tracked by other rating
services, companies, publications, or persons who independently monitor and rank
investment company performance. Performance figures are

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calculated in accordance with standardized methods established by each reporting
service.

REPORTS

The Company intends to deliver to Owners of outstanding Contracts annual
account statements and such other periodic reports as may be required by
law.

VOTING PRIVILEGES

All of the assets in the Subaccounts of the Separate Account are invested
in shares of the corresponding Funds of the Trust. The Company will vote the
shares of each Fund which are deemed attributable to the Contracts at meetings
of the Trust's shareholders in accordance with instructions received from Owners
of the Contracts. Units of the Trust held in the Separate Account which are not
attributable to the Contracts and those for which instructions from owners are
not received will be represented by the Company at the meeting and will be voted
for and against each matter in the same proportion as the votes based upon the
instructions received from the owners of all annuity contracts funded through
the Separate Account's corresponding variable Subaccounts.

The number of shares of a Fund held in each Subaccount deemed attributable
to each Owner is determined by dividing a Contract's Accumulation Unit Value (or
for a Contract under which annuity payments have commenced, the equivalent) in
the Subaccount by the net asset value of one share in the corresponding Fund in
which the assets of that Subaccount are invested. Fractional votes will be
counted. The number of shares as to which the Owner may give instructions will
be determined as of the record date for the Trust's meeting.

Owners of Contracts may give instructions regarding the election of the
Board of Trustees of the Trust, ratification of the selection of independent
auditors, approval of the Trust investment management agreements and other
matters requiring a vote under the 1940 Act. Owners will be furnished
information and forms by the Company in order that voting instructions may be
given.

CHANGES IN APPLICABLE LAW-FUNDING AND OTHERWISE

The voting privileges described in this prospectus are afforded based on
the Company's understanding of applicable Federal securities law requirements.
To the extent that applicable law, regulations or interpretations change to
eliminate or restrict the need for such voting privileges, the Company reserves
the right to proceed in accordance with any such revised requirements. The
Company also reserves the right, subject to compliance with applicable law,
including approval of Owners if so required, to transfer assets determined by
the Company to be associated with the class of contracts to which the Contracts
belong from the Account to another separate account or Subaccount by withdrawing
the same percentage of each investment in the Separate Account with appropriate
adjustments to avoid odd lots and fractions.

40
<PAGE>

LEGAL PROCEEDINGS

There are no legal proceedings to which the Separate Account or the Company
is a party other than routine litigation which the Company believes is not
relevant or material to the Contracts being offered.

DISTRIBUTION OF THE CONTRACTS

JHFI is registered as a broker-dealer under the Securities Exchange
Act of 1934 and is a member of the National Association of Securities Dealers,
Inc. JHFI acts as principal underwriter and principal distributor of the
Contracts. The Contracts may be purchased through broker-dealers and certain
financial institutions who have entered into selling agreements with JHFI [and
the Company], and whose representatives are authorized by applicable law to sell
annuity products. The compensation paid to such broker-dealers and financial
institutions is not expected to exceed 5.5% of premium payments. The offering of
the Contracts is intended to be continuous, but neither the Company nor JHFI is
obligated to sell any particular amount of Contracts.

REGISTRATION STATEMENT

This Prospectus omits certain information contained in the Registration
Statement which has been filed with the Securities and Exchange Commission. More
details may be attained from the Commission upon payment of the prescribed
fee.

41
<PAGE>

EXPERTS AND FINANCIAL STATEMENTS

The financial statements of the Company that are included in the Statement
of Additional Information have been audited by , independent
auditors, whose report has been relied upon given their authority as experts in
accounting and auditing.

There are no financial statements for the Separate Account, as the Separate
Account has not yet commenced operations and has no assets or liabilities.

TABLE OF CONTENTS OF STATEMENT
OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
CROSS REFERENCE TO
PAGE PAGE IN PROSPECTUS
---- ------------------
<S> <C> <C>
The Separate Account ...............................
Services Agreement .................................
Calculation of Performance Data ....................
Calculation of Annuity Payments ....................
Financial Statements ...............................
</TABLE>

42
<PAGE>

APPENDIX A - SAMPLE MARKET VALUE ADJUSTMENT CALCULATIONS

The formula which will be used to determine the Market Value Adjustment is:

1 + g n/12
( ------------ ) - 1
1 + c + .005
Sample Calculation 1: Positive Adjustment

Premium Payment $10,000
Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of Guarantee Period
Amount withdrawn or transferred $11,664
Guaranteed Rate (g) 8%
Guaranteed Rate for
new 5 year guarantee (c) 7%
Remaining Guarantee Period (n) 60 months
Maximum positive adjustment:
2 2
$10,000 x ( 1.08 - 1.03 ) = $1,055
i.e., the maximum withdrawal adjusted for Market Value Adjustment is
$12,719 ( 11,664 + 1,055 )
Market Value Adjustment:
1 + .08 60/12
$11,664 x [ ( ---------------) - 1 ] = $273.79
1 + .07 + .005

Amount withdrawn or transferred (adjusted for Market Value Adjustment):
$11,664 + $273.79 = $11,937.79

Sample Calculation 2: Negative Adjustment

Premium Payment $10,000
Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of Guarantee Period
Amount withdrawn or transferred $11,664
Guaranteed Rate (g) 8%
Guaranteed Rate for
new 5 year guarantee (c) 9%
Remaining Guarantee Period (n) 60 months
Maximum negative adjustment:
2 2
$10,000 x ( 1.08 - 1.03 ) = $1,055
i.e., the minimum withdrawal adjusted for Market Value Adjustment is
$10,609 ( 11,664 - 1,055 )
Market Value Adjustment:
1 + .08 60/12
$11,664 x [ ( -------------- ) - 1 ] = $-777.31
1 + .09 + .005

Amount withdrawn or transferred (adjusted for Market Value Adjustment):
$11,664 - $777.31 = $10,886.69
<PAGE>

Sample Calculation 3: Positive Adjustment Limited by Amount of Excess Interest

Premium Payment $10,000
Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of Guarantee Period
Amount withdrawn or transferred $11,664
Guaranteed Rate (g) 8%
Guaranteed Rate for
new 5 year guarantee (c) 5%
Remaining Guarantee Period (n) 60 months
Amount of Excess Interest:
2 2
$10,000 x ( 1.08 - 1.03 ) = $1,055
i.e., the maximum withdrawal adjusted for Market Value Adjustment is
$12,719 ( 11,664 + 1,055 )
Market Value Adjustment:
1 + .08 60/12
$11,664 x [(----------------) - 1] = $1,449.06
1 + .05 + .005
Since the Market Value Adjustment exceeds the amount of excess
interest of $1,055, the actual Market Value Adjustment is $1,055.

Amount withdrawn or transferred (adjusted for Market Value Adjustment):
$11,664 + $1,055 = $12,719

Sample Calculation 4: Negative Adjustment Limited by Amount of Excess Interest

Premium Payment $10,000
Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of Guarantee Period
Amount withdrawn or transferred $11,664
Guaranteed Rate (g) 8%
Guaranteed Rate for
new 5 year guarantee (c) 10%
Remaining Guarantee Period (n) 60 months
Amount of Excess Interest:
2 2
$10,000 x ( 1.08 - 1.03 ) = $1,055
i.e., the minimum withdrawal adjusted for Market Value Adjustment is
$10,609 ( 11,664 - 1,055 )
Market Value Adjustment:
1 + .08 60/12
$11,664x[(---------------) - 1] = $-1,261.09
1 + .10 + .005
Since the Market Value Adjustment exceeds the amount of excess
interest of $-1,055, the actual Market Value Adjustment is $-1,055.

Amount withdrawn or transferred (adjusted for Market Value Adjustment):
$11,664 - $1,055 = $10,6Z09
<PAGE>

APPENDIX B - VARIABLE ANNUITY INFORMATION
FOR INDIVIDUAL RETIREMENT ANNUITIES

To help you understand your purchase of this Contract as an Individual
Retirement Annuity (IRA), we are providing the following summary.

I. Accumulation Units and the MVA Fixed Account. Each net premium payment you
make into your Contract is allocated to the Subaccounts and/or Guarantee
Periods you select. Accumulation Units are acquired under the Contract with
amounts you allocate to the Subaccounts. This is the unit of measurement used
to determine the value of the variable portion of your Contract. The number of
units acquired in any Subaccount is based on the unit value of that Subaccount
next determined after receipt of the payment at JHISC. The values of
Accumulation Units fluctuate with the daily investment performance of the
corresponding Subaccount. The growth in the value of your Contract, to the
extent invested in the Separate Account, is neither guaranteed nor projected
and varies with the investment performance of the Fund underlying the
Subaccount you have selected. Each net premium payment allocated to a
Guarantee Period in the MVA Fixed Account will be credited interest, as
determined by the Company. A minimum guaranteed interest rate of 3% applies to
all Contracts issued on an individual basis and to all Contracts issued on a
group basis where required under state law. Amounts withdrawn or surrendered
from a Guarantee Period may be increased or decreased by a Market Value
Adjustment. More details appear under "Accumulation Period" and "The MVA Fixed
Account" in this prospectus.

II. Separate Account and Trust Charges. The assets of the Separate Account are
charged for services and certain expense guarantees. The annualized charge
equals a maximum of 1.25%. Trust fees varying by Fund are charged against the
Funds for investment management and advisory services, and other expenses.
Details appear under "Charges Under the Contracts" in this prospectus and in
the accompanying prospectus of the Trust.

III. Deductions from the Contract. The full amount of each premium payment,
net of any premium taxes deducted, is applied to the Contract. At or after the
payment dates, one or more of the following charges may be made, depending on
circumstances.

1. CDSL. In each Contract Year you may withdraw as much as 10% of the
Accumulated Value of your Contract as of the beginning of the Contract Year
without charge. Withdrawals in excess of this amount will be subject to the
following charges:

<TABLE>
<CAPTION>
Years from Date
of Premium Payment to CDSL
Date of Surrender or Withdrawal Percentage
------------------------------- ----------
<S> <C>
7 or more .............................................0%

6 but less than 7......................................2%

5 but less than 6......................................3%

4 but less than 5......................................4%

3 but less than 4......................................5%

2 but less than 3......................................5%

less than 2............................................6%
</TABLE>

For the purpose of calculating the CDSL, deposits are considered to be
withdrawn on a "first-in first-out" basis. Earnings are considered to be
withdrawn last, and are withdrawn without charge. Under certain
circumstances the CDSL is not assessed. This is described in more detail
under "Contingent Deferred Sales Load" under "Charges Under the Contracts"
in this prospectus.

2. Contract Fee. The Company currently deducts $30 from the
Accumulated Value as a Contract Fee if the Accumulated Value is less than
$10,000. This occurs annually or at the time of surrender. Please refer to
"Charges for Administrative Services" under "Charges Under the Contracts" in
this prospectus.
<PAGE>

3. STATE PREMIUM TAX. Some states and local governments impose a premium or
similar tax on annuities. The Company only deducts this tax when required to do
so. Please refer to "Premium or Similar Taxes" under "Changes Under Contracts"
in this prospectus.

4. OPTIONAL BENEFIT RIDERS. Subject to state availability, three optional
benefit riders may be available under the Contracts, including the One Year
Stepped-Up Death Benefit, Accidental Death Benefit and Nursing Home Waiver of
CDSL riders. The charges for these riders are 0.15%, 0.10% and 0.05% (annual
percentage rates), respectively, of Accumulated Value. Please refer to "Nursing
Home Waiver of CDSL" and "Optional Death Benefit Charges" under "Charges Under
the Contracts."
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT H
SUPPLEMENT DATED ___________, 1996
TO PROSPECTUS DATED ______________, 1996

Prospectuses delivered in New York to residents of that state are amended
as set forth in this Supplement.

Under the heading "Contingent Deferred Sales Load" on page 6 of the
prospectus, the Table of CDSL percentages is deleted and replaced with the
following:

YEARS FROM DATE OF
PREMIUM PAYMENT TO CDSL
DATE OF SURRENDER OR WITHDRAWAL PERCENTAGE
- ------------------------------- ----------

[S] [C]
7 or more ......................................................... 0%
6 but less than 7 ................................................. 1%
5 but less than 6 ................................................. 2%
4 but less than 5 ................................................. 3%
3 but less than 4 ................................................. 4%
2 but less than 3 ................................................. 5%
less than 2 ....................................................... 6%

Under the heading "Market Value Adjustment and Charges Applicable to the
MVA Fixed Account" on page 9 of the prospectus, the first sentence of the
paragraph is amended by deleting the words "or death benefit."

1
<PAGE>

Under the heading "MVA Fixed Account Investment Options" on page 11 of the
prospectus, the first sentence of the second paragraph is amended by adding,
after the words "applicable Guarantee Period," the words "but not including
amounts to pay death benefits pursuant to the Contracts."

Under the heading "Standard Death Benefit" on page 13 of the prospectus,
the second sentence of the paragraph is amended by deleting the words "adjusted
by any Market Value Adjustment."

Under the heading "Optional One Year Stepped-Up Death Benefit" on page 13
of the prospectus, the second sentence is amended by deleting the words
"adjusted by a Market Value Adjustment."

<PAGE>

The section headed "Market Value Adjustment" on pages 18 and 19 of the
prospectus is deleted and replaced with the following:

MARKET VALUE ADJUSTMENT

If any MVA Fixed Account Value is withdrawn, transferred or otherwise paid
out before the end of the Guarantee Period in which it is being held other than
to pay death benefits pursuant to the Contract, a Market Value Adjustment will
be applied. This generally includes amounts applied to an annuity option, and
amounts paid as a single sum in lieu of an annuity. No Market Value Adjustment
will be applied to amounts that are paid out on the last day of a Guarantee
Period.

The Market Value Adjustment may increase or decrease the amount of MVA
Fixed Account Value being withdrawn, transferred or otherwise paid out. The
comparison of two Guaranteed Rates determines whether the Market Value
Adjustment produces an increase or a decrease. The first rate to compare is the
Guaranteed Rate for the existing Guarantee Period from which amounts are being
transferred or withdrawn. The second rate is the Guaranteed Rate then being
offered for new Guarantee Periods of the same duration as that remaining in the
existing Guarantee Period. If the first rate exceeds the second by more than
1/4%, the Market Value Adjustment produces an increase. If the first rate does
not exceed the second by at least 1/4%, the Market Value Adjustment produces a
decrease. Sample calculations are shown in Appendix A.

The Market Value Adjustment will be determined by multiplying the amount
being withdrawn or transferred from the Guarantee Period (before deduction of
any applicable CDSL) by the following factor:
1 + g n/12
(--------------) - 1
1 + c + .0025
where,
. g is the Guaranteed Rate in effect for the current Guarantee Period (in
decimal form).

<PAGE>

Under the heading "Contingent Deferred Sales Load," the Table of CDSL
percentages on page 21 of the prospectus is deleted and replaced with the
following:

Years from Date
of Premium Payment to CDSL
Date of Surrender or Withdrawal Percentage
------------------------------- ----------

Under the heading "Contingent Deferred Sales Load," the example given
under the sixth paragraph starting on page 21 of the prospectus is deleted and
replaced with the following:

For example, assume a Contract is issued on January 1, 1996, that the Owner
makes premium payments of $5,000 on January 1, 1996, $1,000 on January 1, 1997,
and $1,000 on January 1, 1998. Assume that the Accumulated Value on January
1, 1999, is $9,000 and that a partial withdrawal is made by the Owner in the
amount of $6,000 (no tax withholding) on June 1, 1999. The CDSL in this case,
assuming no prior partial withdrawals, would equal $229.57.

In calculating the CDSL under the FIFO method, the January 1, 1996, $5,000
premium payment is first reduced by the three $30 Contract Fees assessed on
January 1, 1997, 1998, and 1999, i.e., to $4,910. Ten percent of the
Accumulated Value on January 1, 1999, i.e., $900, the free withdrawal amount,
is then deducted leaving $4,010.

The remaining balance of the $5,000 January 1, 1996, premium payment, i.e.,
$4,010, is then withdrawn in its entirety and is assessed a CDSL of $160.40 (.04
x $4,010). All of the $1,000 January 1, 1997, premium payment is to be
withdrawn and is assessed a CDSL of $50 (.05 x $1,000). To make up the
remainder of the $6,000 paid to the Owner, $319.57 is withdrawn from the January
1, 1998, premium payment. This is assessed a CDSL of $19.17 (.06 x $319.57).

Therefore, the total amount paid to the Owner is $6,000 and the total CDSL
is $229.57. The above example assumes all amounts withdrawn are after the
application of any Market Value Adjustment.

<PAGE>

Under the heading "Standard Death Benefit" on page 28 of the prospectus,
the second sentence of the first paragraph is amended by deleting the words
"adjusted by any Market Value Adjustment."

Under the heading "Optional One Year Stepped-Up Death Benefit" on page 28
of the prospectus, the second sentence is amended by deleting the words
"adjusted by any Market Value Adjustment."
<PAGE>

Appendix A to the prospectus is replaced with the following:

APPENDIX A - SAMPLE MARKET VALUE ADJUSTMENT CALCULATIONS

The formula which will be used to determine the Market Value Adjustment is:
1 + g n/12
( --------------) - 1
1 + c + .0025
Sample Calculation 1: Positive Adjustment

Sample Calculation 2: Negative Adjustment

Premium Payment $10,000
Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of Guarantee Period
Amount withdrawn or transferred $11,664
Guaranteed Rate (g) 8%
Guaranteed Rate for
new 5 year guarantee (c) 9%
Remaining Guarantee Period (n) 60 months
Maximum negative adjustment:
2 2
$10,000 x ( 1.08 - 1.03 ) = $1,055
i.e., the maximum withdrawal adjusted for Market Value Adjustment is
$10,609 ( 11,664 - 1,055 )
Market Value Adjustment:
1 + .08 60/12
$11,664x[(----------------) - 1] = $-652.18
1 + .09 + .0025
Amount withdrawn or transferred (adjusted for Market Value Adjustment):
$11,664 - $652.18 = $11,011.82

Sample Calculation 3: Positive Adjustment Limited by Amount of Excess Interest

Premium Payment $10,000
Existing Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of Guarantee Period
Amount withdrawn or transferred $11,664
Guaranteed Rate (g) 8%
Guaranteed Rate for
new 5 year guarantee (c) 5%
Remaining Guarantee Period (n) 60 months
Amount of Excess Interest:
2 2
$10,000 x ( 1.08 - 1.03 ) = $1,055
i.e., the maximum withdrawal adjusted for Market Value Adjustment is
$12,719 ( 11,664 + 1,055 )
Market Value Adjustment:
1 + .08 60/12
$11,664x[(----------------) - 1] = $1,605.54
1 + .05 + .0025
Since the Market Value Adjustment exceeds the amount of excess
interest of $1,055, the actual Market Value Adjustment is $1,055.

Amount withdrawn or transferred (adjusted for Market Value Adjustment):
$11,664 + $1,055 = $12,719

Sample Calculation 4: Negative Adjustment Limited by Amount of Excess Interest

Premium Payment $10,000
Existing Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of Guarantee Period
Amount withdrawn or transferred $11,664
Guaranteed Rate (g) 8%
Guaranteed Rate for
new 5 year guarantee (c) 10%
Remaining Guarantee Period (n) 60 months
Amount of Excess Interest:
2 2
$10,000 x ( 1.08 - 1.03 ) = $1,055
i.e., the minimum withdrawal adjusted for Market Value Adjustment is
$10,609 ( 11,664 - 1,055 )
Market Value Adjustment:
1 + .08 60/12
$11,664x[(-----------------) - 1] = $-1,142.61
1 + .10 + .0025
Since the Market Value Adjustment exceeds the amount of excess
interest of $-1,055, the actual Market Value Adjustment is $-1,055.

Amount withdrawn or transferred (adjusted for Market Value Adjustment):
$11,664 - $1,055 = $10,609
<PAGE>

In Appendix B to the prospectus, under the section headed "Deductions from
the Contract," the Table of CDSL percentages is deleted and replaced with the
following:

Years from Date
of Premium Payment to CDSL
Date of Surrender or Withdrawal Percentage
------------------------------- ----------
[S] [C]

7 or more ...........................................0

6 but less than 7....................................1%

5 but less than 6....................................2%

4 but less than 5....................................3%

3 but less than 4....................................4%

2 but less than 3....................................5%

less than 2..........................................6%

7
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

DEFERRED COMBINATION FIXED AND VARIABLE ANNUITY CONTRACTS

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT H

STATEMENT OF ADDITIONAL INFORMATION

___________________

This statement of additional information ("SAI"), dated , 1996, is
not a prospectus. It is intended that this SAI be read in conjunction with the
prospectus of John Hancock Variable Annuity Account H, dated , 1996,
for the Contracts being offered. Capitalized terms used in this SAI that are not
otherwise defined herein have the same meanings given to them in the prospectus.
A copy of the prospectus may be obtained from John Hancock Investor Services
Corporation, P.O. Box 9298, Boston Massachusetts, 02205-9298, telephone number
(800) 824-0335.

<TABLE>
<CAPTION>
TABLE OF CONTENTS
-----------------
Cross Reference to
Page Pages in Prospectus
---- -------------------
<S> <C> <C>
The Separate Account.................. 2
Services Agreement.................... 2
Calculation of Performance Data....... 2
Calculation of Annuity Payments....... 3
Separate Account Financial Statements. 6
Company Financial Statements.......... 7
</TABLE>

1
<PAGE>

THE SEPARATE ACCOUNT

John Hancock Variable Annuity Account H ("Separate Account") is a separate
account of John Hancock Mutual Life Insurance Company ("Company"), established
under the laws of the Commonwealth of Massachusetts. The Separate Account is
organized as a unit investment trust and registered with the Securities and
Exchange Commission ("Commission") under the Investment Company Act of 1940, as
amended ("1940 Act"). The Separate Account has ten separate subaccounts
("Subaccounts") that fund the variable portion of the Company's deferred
combination fixed and variable annuity contracts ("Contracts"). The individual
Contract owner ("Owner") may choose among the V.A. International, V.A. Emerging
Growth, V.A. Discovery, V.A. Independence Equity, V.A. Sovereign Investors, V.A.
500 Index, V.A. Sovereign Bond, V.A. Strategic Income, V.A. World Bond, and V.A.
Money Market Subaccounts. The assets of each Subaccount are, in turn, invested
in a corresponding Fund of John Hancock Declaration Trust ("Trust"), a
registered open-end management investment company advised by John Hancock
Advisers, Inc. ("Adviser") and affiliated sub-advisers. The Owner may also
choose to fund the Contracts through the MVA Fixed Account, providing Guaranteed
Rates for various Guarantee Periods.

SERVICES AGREEMENT

The Company and John Hancock Funds, Inc.("JHFI") have entered into a
Responsibility and Cost Allocation Agreement ("Agreement") for the allocation of
services and related costs with respect to various functions, duties and
responsibilities associated with the Contracts and other variable annuity
contracts that may be offered by the Company. The Agreement provides for the
allocation of such matters as regulatory compliance, insurance underwriting and
issuance, pricing and unit valuation, accounting, record maintenance,
surrenders, benefit payments, commissions payments, reports to annuity contract
owners, and distribution and marketing. The cost of performing the duties
allocated will be borne by the party responsible for discharging the function,
unless agreed upon otherwise. The Company and JHFI may delegate any of their
respective duties to their subsidiaries or affiliates.

CALCULATION OF PERFORMANCE DATA

The Separate Account may, from time to time, include in advertisements,
sales literature and reports to Owners or prospective investors information
relating to the performance of its Subaccounts. The performance information that
may be presented is not an estimate or a guarantee of future investment
performance, and does not represent the actual experience of amounts invested by
a particular Owner. Set out below is a description of the methods used in
calculating the performance information for the Subaccounts.

The Separate Account will calculate the average annual total return for
each Subaccount (other than the Money Market Subaccount), according to the
following formula prescribed by the Commission:
n
P x ( 1 + T ) = ERV

where: P =a hypothetical initial payment of $1,000
T =average annual total return
n =number of years
ERV =ending redeemable value of a hypothetical $1,000 payment,
made at the beginning of a period (or fractional portion
thereof)

Average annual total return is the annual compounded rate of return that
would have produced the cash redemption value under a Contract had the
Subaccount been invested in a specified Fund of the Trust over the stated period
and had the performance remained constant throughout. The calculation assumes a
single $1,000 payment made at the beginning of the period and full redemption at
the end of the period. It reflects adjustments for all Trust and Contract level
charges except any premium tax charge or charges for optional benefits described
in the prospectus.

The Separate Account will calculate current yield for each Subaccount
(other than the Money Market Subaccount) according to the following formula
prescribed by the Commission:

2
<PAGE>
a - b 6
Yield = 2[(-------) + 1) - 1 ]
cd

where: a = net investment income earned during the period by the Fund
whose shares are owned by the Subaccount

b = expenses accrued for the period (net of any reimbursements)

c = the average daily number of Accumulation Units outstanding
during the period

d = the maximum offering price per Accumulation Unit on the last
day of the period.

According to this formula, yield is determined by dividing the net
investment income per Accumulation Unit earned during the period (minus the
deduction for mortality and expense risk charge, administration charge and
Contract Fee) by the Accumulation Unit Value on the last day of the period and
annualizing the resulting figure. The calculation is based on specified 30-day
periods identified in the advertisement. Neither the CDSL nor any charges for
premium taxes or optional benefits are reflected in the calculation.

The Separate Account may calculate current yield and effective yield
figures for the Money Market Subaccount. The current yield of the Money Market
Subaccount for a seven-day period ("base period") will be computed by
determining the "net change in value" (calculated as set forth below) of a
hypothetical Owner account having a balance of one Unit at the beginning of the
period, dividing the net change in account value by the value of the account at
the beginning of the base period to obtain the base period return, and
multiplying the base period return by 365/7 with the resulting yield figure
carried to the nearest hundredth of one percent. Net changes in value of the
hypothetical Owner account will include net investment income of that account
(accrued daily dividends as declared by the Money Market Fund, less daily
expense charges of the Separate Account) for the period, but will not include
realized gains or losses or unrealized appreciation or depreciation on the
underlying Money Market Fund shares. The mortality and expense risk charges,
administration charge and Contract Fee are reflected, but the CDSL and any
charge for premium taxes and optional benefits are not.

The effective yield reflects the effects of compounding and represents an
annualization of the current return with all dividends reinvested. The formula
for effective yield, as prescribed by the Commission, is:

(365/7)
Effective yield = (Base period return + 1) - 1

CALCULATION OF ANNUITY PAYMENTS

The variable monthly annuity payment to an Annuitant under a Contract is
equal to the sum of the products of the number of each Subaccount's Annuity
Units credited to the Contract multiplied by the applicable Annuity Unit Value,
as these terms are defined under "Special Terms" and "Variable Account Valuation
Procedures," respectively, in the Account's prospectus. The number of each
Subaccount's Annuity Units credited to the Contract is multiplied by the
applicable Annuity Unit Value as of ten calendar days prior to the date the
payment is due. The value of the Annuity Units varies from day to day, depending
on the investment performance of the Subaccount, the deductions made against the
Subaccount, and the assumed investment rate used in computing Annuity Unit
Values. Thus, the variable monthly annuity payments vary in amount from month to
month.

The amount of the initial variable monthly payment is determined on the
assumption that the actual net investment rate of each Subaccount used in
calculating the Net Investment Factor (as described under "Variable Account
Valuation Procedures" in the Account's prospectus) will be equal on an annual
basis to the assumed investment rate. If the actual net investment rate between
the dates for determining two monthly annuity

3
<PAGE>

payments is greater than the assumed investment rate, the latter monthly payment
will be larger in amount than the former. On the other hand, if the actual net
investment rate between the dates for determining two monthly annuity payments
is less than the assumed investment rate, the latter monthly payment will be
smaller in amount than the former.

The mortality tables used as a basis for both variable and fixed annuity
purchase rates are the 1983a Mortality Tables, with projections of mortality
improvements and with certain age adjustments based on the Contract Year of
annuitization. The mortality table used in a Contract purchased in connection
with certain employer-related plans and used in all Contracts issued in Montana
will be the Female Annuity Table of the 1983a Mortality Tables. The impact of
this change will be lower benefits (5% to 15%) from a male's viewpoint than
would otherwise be the case.

An illustration of the method of calculation of variable monthly annuity
payments and the number of Annuity Units under the Contracts is shown below.

GENERAL FORMULAE TO DETERMINE ACCUMULATION UNIT VALUES AND ANNUITY UNIT VALUES

Net Investment Rate =

<TABLE>
<CAPTION>
Subaccount Charges (0.003425% per
Investment Capital Capital Taxes Day of the Value of the Subaccount at
Income + Gains - Losses - (if any) - the Beginning of the Valuation Period)*
- ------------------------------------------------------------------------------------------------------------
Value of the Subaccount at the Beginning of the Valuation Period
<S> <C> <C> <C> <C>
Net Investment
Factor = 1.00000000 + Net Investment Rate

Accumulation Accumulation Unit Value on Net Investment
Unit Value = Preceding Valuation Date X Factor

Annuity Unit Net
Annuity Unit Value on Preceding Investment Factor to Neutralize
Value = Valuation Date X Factor X Assumed Investment Rate
</TABLE>

_________________________

/*/ The 0.003425% daily charge is based on charges for mortality and expense
risk and administration at the annual rate of 1.25%. A lower decimal amount
of daily charge would apply under the 1.00% annual rate. See "Charges Under
the Contracts" in the prospectus.

4
<PAGE>

HYPOTHETICAL EXAMPLE ILLUSTRATING THE CALCULATION OF ACCUMULATION UNIT VALUES
AND ANNUITY UNIT VALUES

Assume at the beginning of the Valuation Period being considered, the value
of a particular Subaccount was $4,000,000. Investment income during the
Valuation Period totaled $2000 while capital gains were $3000 and capital losses
were $1000. No taxes accrued. Charges against the beginning value of the
Subaccount amount to [$137.00] assuming a one day Valuation Period. The
[$137.00] was computed by multiplying the beginnings Subaccount value of
$4,000,000 by the factor [0.00003425]. By substituting in the first formula
above, the net investment rate is equal to [$3863.00 ($2000 + $3000 - $1000 -
$137.00)] divided by $4,000,000 or [0.0009658.] The Net Investment Factor would
then be [1.0009658].

Assume further that each Accumulation Unit had a value of $11.250000 on the
previous Valuation Date, and the value of an Annuity Unit on such date was
$1.0850000. Based upon the experience of the Subaccount during the Valuation
Period, the value of an Accumulation Unit at the end of the Valuation Period
would be [$11.260865 ($11.250000 x 1.0009658)]. The value of an Annuity Unit at
the end of the Valuation Period would be [$1.085946 ($1.0850000 x 1.0009658 x
.999905754)]. The final figure, [.999905754], neutralizes the effect of a 3 1/2%
assumed investment rate so that the Annuity Unit recognizes only the actual
investment experience.

GENERAL FORMULAE TO DETERMINE AMOUNT OF MONTHLY VARIABLE ANNUITY PAYMENTS AND
NUMBER OF ANNUITY UNITS

Amount of First Variable Annuity Payment =

<TABLE>
<CAPTION>
First
Number of Monthly
Accumulation Accumulation Unit Value Annuity
Shares Applied X 10 Days Before Maturity Date X Payment
- -----------------------------------------------------------
<S> <C> <C> <C> <C>
$1000 Factor

Number of
Annuity Units = Amount of First Variable Annuity Payment
------------------------------------------------
Annuity Unit Value 10 Days Before Maturity Date

Amount of Annuity Unit
Subsequent Variable Value 10 Days
Annuity Payment = Number of Annuity Units X Before Date
</TABLE>

HYPOTHETICAL EXAMPLE ILLUSTRATING THE CALCULATION OF THE AMOUNT OF MONTHLY
VARIABLE ANNUITY PAYMENT

Assume that 10 days before the date of maturity a Contract has credited to
it 4000.000 Accumulation Units each having a value of $12.000000. The
appropriate annuity purchase rate in the Contract for an assumed investment rate
of 3 1/2% is $5.47 per $1000 of proceeds for the Annuity Option elected. The
Annuitant's first monthly payment would then be $262.56.

5
<PAGE>

4000.000 x $12.000000 x 5.47
----------------------
$1000

If the value of an Annuity Unit 10 days before the date of maturity was
$1.4000000, the number of Annuity Units represented by the first and subsequent
payments would be 187.543 ($262.56/$1.4000000). If the Annuity Unit Value 10
days before the due date of the second monthly payment was $1.405000, the amount
of the second payment would be $263.50 (187.543 x $1.405000).

SEPARATE ACCOUNT FINANCIAL STATEMENTS

There are presently no financial statements for the Separate Account, as
the Separate Account has not yet commenced operations and therefore has no
assets or liabilities.

6
<PAGE>

To the Directors and Policyholders
John Hancock Mutual Life Insurance Company

We have audited the accompanying statements of financial position of John
Hancock Mutual Life Insurance Company as of December 31, 1995 and 1994, and
the related summary of operations and changes in policyholders' contingency
reserves and statements of cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of John Hancock Mutual Life
Insurance Company at December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles for mutual life insurance companies
and with reporting practices prescribed or permitted by the Commonwealth of
Massachusetts Division of Insurance.

[ ]
Boston, Massachusetts
February 7, 1996

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
December 31
-------------------
1995 1994
--------- ---------
(In millions)
<S> <C> <C>
ASSETS
Bonds--Note 6............................................... $21,108.5 $19,884.0
Stocks:
Preferred................................................. 338.8 274.4
Common.................................................... 130.9 115.9
Investments in affiliates................................. 1,265.3 1,089.4
--------- ---------
1,735.0 1,479.7
Mortgage loans on real estate--Note 6....................... 8,801.5 8,274.2
Real estate:
Company occupied.......................................... 377.4 385.2
Investment properties..................................... 1,949.5 1,765.5
--------- ---------
2,326.9 2,150.7
Policy loans................................................ 1,621.3 1,669.2
Cash items:
Cash in banks and offices................................. 286.6 336.7
Temporary cash investments................................ 254.1 556.2
--------- ---------
540.7 892.9
Premiums due and deferred................................... 234.0 230.9
Investment income due and accrued........................... 597.5 578.2
Other general account assets................................ 883.0 979.4
Assets held in separate accounts............................ 12,928.2 10,712.5
--------- ---------
TOTAL ASSETS................................................ $50,776.6 $46,851.7
========= =========
Obligations and Policyholders' Contingency Reserves
OBLIGATIONS
Policy reserves........................................... $17,711.4 $16,817.9
Policyholders' and beneficiaries' funds................... 14,724.8 13,974.8
Dividends payable to policyholders........................ 378.6 377.6
Policy benefits in process of payment..................... 217.1 224.4
Other policy obligations.................................. 159.6 256.5
Asset valuation reserve--Note 1........................... 1,014.3 835.7
Federal income and other accrued taxes--Note 1............ 250.5 231.8
Other general account obligations......................... 873.2 1,120.7
Obligations related to separate accounts.................. 12,913.6 10,682.3
--------- ---------
TOTAL OBLIGATIONS........................................... 48,243.1 44,521.7
Policyholders' Contingency Reserves
Surplus notes--Note 2..................................... 450.0 450.0
Special contingency reserve for group insurance........... 193.1 191.7
General contingency reserve............................... 1,890.4 1,688.3
--------- ---------
TOTAL POLICYHOLDERS' CONTINGENCY RESERVES................... 2,533.5 2,330.0
--------- ---------
TOTAL OBLIGATIONS AND POLICYHOLDERS' CONTINGENCY RESERVES... $50,776.6 $46,851.7
========= =========
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

SUMMARY OF OPERATIONS AND CHANGES IN POLICYHOLDERS' CONTINGENCY RESERVES
<TABLE>
<CAPTION>
Year ended December 31
------------------------
1995 1994
----------- -----------
(In millions)
<S> <C> <C>
Income
Premiums, annuity considerations and pension fund
contributions..................................... $ 8,127.8 $ 7,617.4
Net investment income--Note 4...................... 2,678.5 2,557.8
Other, net......................................... 90.8 64.1
----------- -----------
10,897.1 10,239.3
Benefits and Expenses
Payments to policyholders and beneficiaries:
Death benefits................................... 787.4 817.6
Accident and health benefits..................... 321.3 350.2
Annuity benefits................................. 1,342.7 1,273.9
Surrender benefits and annuity fund withdrawals.. 5,243.6 4,759.3
Matured endowments............................... 19.8 20.8
----------- -----------
7,714.8 7,221.8
Additions to reserves to provide for future
payments to policyholders and beneficiaries....... 1,497.0 1,503.5
Expenses of providing service to policyholders and
obtaining new insurance:
Field sales compensation and expenses............ 277.4 303.2
Home office and general expenses................. 455.8 437.3
Cost of restructuring.............................. 0.0 57.8
Payroll, state premium and miscellaneous taxes..... 78.6 72.1
----------- -----------
10,023.6 9,595.7
----------- -----------
GAIN FROM OPERATIONS BEFORE DIVIDENDS TO
POLICYHOLDERS, FEDERAL INCOME TAXES AND NET
REALIZED CAPITAL GAINS (LOSSES)............... 873.5 643.6
Dividends to policyholders........................... 465.9 385.0
Federal income taxes--Note 1......................... 128.5 59.7
----------- -----------
594.4 444.7
----------- -----------
GAIN FROM OPERATIONS BEFORE NET REALIZED
CAPITAL GAINS (LOSSES)........................ 279.1 198.9
Net realized capital gains (losses)--Note 5.......... 21.2 (35.3)
----------- -----------
NET INCOME..................................... 300.3 163.6
Other increases (decreases) in policyholders' contin-
gency reserves:
Net unrealized capital losses and other adjust-
ments--Note 5..................................... (85.1) (118.2)
Valuation reserve changes--Note 1.................. 0.0 41.0
Net gain from separate accounts.................... 2.6 0.8
Issuance of surplus notes.......................... 0.0 450.0
Prior years' federal income taxes.................. (36.8) (26.2)
Other reserves and adjustments..................... 22.5 4.3
----------- -----------
NET INCREASE IN POLICYHOLDERS' CONTINGENCY
RESERVES...................................... 203.5 515.3
Policyholders' contingency reserves at beginning of
year................................................ 2,330.0 1,814.7
----------- -----------
POLICYHOLDERS' CONTINGENCY RESERVES AT END OF YEAR... $ 2,533.5 $ 2,330.0
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year ended December 31
------------------------
1995 1994
----------- -----------
(In millions)
<S> <C> <C>
Cash Flows From Operating Activities:
Insurance premiums, annuity considerations and de-
posits............................................ $ 8,280.3 $ 7,827.5
Net investment income.............................. 2,756.9 2,560.0
Benefits to policyholders and beneficiaries........ (7,917.6) (7,417.0)
Dividends paid to policyholders.................... (464.9) (391.4)
Insurance expenses and taxes....................... (795.1) (801.0)
Net transfers (to) from separate accounts.......... 132.0 (548.4)
Other, net......................................... (154.7) (88.1)
----------- -----------
NET CASH PROVIDED FROM OPERATIONS................ 1,836.9 1,141.6
----------- -----------
Cash Flows Used In Investing Activities:
Bond purchases..................................... (6,456.9) (6,834.2)
Bond sales......................................... 2,874.9 2,530.2
Bond maturities and scheduled redemptions.......... 1,600.6 1,437.6
Bond prepayments................................... 795.9 620.8
Stock purchases.................................... (224.3) (282.7)
Proceeds from stock sales.......................... 131.4 70.8
Real estate purchases.............................. (375.1) (255.9)
Real estate sales.................................. 365.0 280.6
Other invested assets purchases.................... (46.5) (66.5)
Proceeds from the sale of other invested assets.... 251.1 169.3
Mortgage loans issued.............................. (2,041.6) (1,547.7)
Mortgage loan repayments........................... 1,277.9 1,391.8
Other, net......................................... (554.6) 845.3
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES............ (2,402.2) (1,640.6)
----------- -----------
Cash Flows From Financing Activities:
Issuance of surplus notes.......................... 0.0 450.0
Issuance of REMIC notes payable.................... 213.1 0.0
----------- -----------
NET CASH PROVIDED FROM FINANCING ACTIVITIES...... 213.1 450.0
----------- -----------
DECREASE IN CASH AND TEMPORARY CASH INVESTMENTS...... (352.2) (49.0)
Cash and temporary cash investments at beginning of
year................................................ 892.9 941.9
----------- -----------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR... $ 540.7 $ 892.9
=========== ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES

John Hancock Mutual Life Insurance Company (the Company) provides a broad
range of financial services and insurance products. The Company's insurance
operations focus principally in three segments: the Retail Sector, which
encompasses the Company's individual life, annuity, and long-term care
operations; Business Insurance, its group life, health, and long-term care
operations including administrative services provided to group customers; and
Group Pension, which offers single premium annuity and guaranteed investment
contracts through both the general and separate accounts. In addition, through
its subsidiaries and affiliates, the Company also offers a wide range of
investment management and advisory services and other related products
including domestic property and casualty insurance, life insurance products
for the Canadian market, a full range of retail and institutional securities
brokerage services, investment management and advisory services, sponsorship
and distribution of mutual funds, real estate financing and management, and
various other financial services. Investments in these subsidiaries and other
affiliates are recorded on the statutory equity method.

The Company is licensed in all fifty of the United States, the District of
Columbia, Puerto Rico, Guam, the US Virgin Islands, and Canada. The Company
distributes its individual products in North America primarily through a
career agency system. The career agency system is composed of company owned,
unionized branch offices and independent general agencies. The Company also
distributes its individual products through several alternative distribution
channels.

The Company distributes its group benefit products through group
representatives, who are John Hancock employees or through intermediaries, in
key markets nationwide.

The Company markets pension and other investment-related products primarily to
sponsors of retirement and savings plans covering employees of private sector
companies, and plans covering public employees and collective bargaining
unions and non-profit organizations. Products are marketed and sold through a
combination of group pension field employee representatives, as well as
marketing personnel and investment professionals employed by the Company.

The preparation of the financial statements of insurance companies requires
management to make estimates and assumptions that affect amounts reported in
the financial statements and accompanying notes. Such estimates and
assumptions could change in the future as more information becomes known,
which could impact the amounts reported and disclosed herein.

Basis of Presentation: The financial statements have been prepared on the
basis of accounting practices prescribed or permitted by the Commonwealth of
Massachusetts Division of Insurance and in conformity with the practices of
the National Association of Insurance Commissioners, which are currently
considered generally accepted accounting principles for mutual life insurance
companies. However, in April 1993, the Financial Accounting Standard Board
(FASB) issued Interpretation 40, "Applicability of Generally Accepted
Accounting Principles to Mutual Life Insurance and Other Enterprises"
(Interpretation). The Interpretation, as amended, is effective for 1996 annual
financial statements and thereafter, and no longer will allow statutory-basis
financial statements to be described as being prepared in conformity with
generally accepted accounting principles (GAAP). Upon the effective date of
the Interpretation in order for their financial statements to be described as
being prepared in conformity with GAAP, mutual life insurance companies will
be required to adopt all

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

applicable authoritative GAAP pronouncements in any general-purpose financial
statements that they may issue. The Company has not quantified the effects of
the application of the Interpretation on its financial statements.

The Company has not yet determined whether for general purposes it will
continue to issue statutory-basis financial statements or statements adopting
all applicable authoritative GAAP pronouncements. If the Company decides that
its general purpose financial statements will be prepared in accordance with
GAAP rather than statutory accounting practices, the financial statements
included herein would have to be restated to reflect all applicable
authoritative GAAP pronouncements, including Statement of Financial Accounting
Standards (SFAS) Nos. 60, 97, and 113, and the American Institute of Certified
Public Accountants' Statement of Position 95-1, which addresses the accounting
for long-duration and short-duration insurance and reinsurance contracts,
including all participating business.

The significant accounting practices of the Company are as follows:

Revenues and Expenses: Premium revenues are recognized over the premium-paying
period of the policies whereas expenses, including the acquisition costs of
new business, are charged to operations as incurred and policyholder dividends
are provided as paid or accrued.

Cash and Temporary Cash Investments: Cash includes currency on hand and demand
deposits with financial institutions. Temporary cash investments are short-
term, highly-liquid investments both readily convertible to known amounts of
cash and so near maturity that there is insignificant risk of changes in value
because of changes in interest rates.

Valuation of Assets: General account investments are carried at amounts
determined on the following bases:

Bond and stock values are carried as prescribed by the National Association
of Insurance Commissioners (NAIC): bonds generally at amortized amounts or
cost, preferred stocks generally at cost and common stocks at market. The
discount or premium on bonds is amortized using the interest method.

Investments in affiliates are included on the statutory equity method.

Mortgage loans are carried at outstanding principal balance or amortized
cost.

Investment and company occupied real estate is carried at depreciated cost,
less encumbrances. Depreciation on investment and company occupied real
estate is recorded on a straight-line basis.

Real estate acquired in satisfaction of debt and held for sale, which is
classified with investment properties, is carried at the lower of cost or
market as of the date of foreclosure.

Policy loans are carried at outstanding principal balance, not in excess of
policy cash surrender value.

Other invested assets, which are classified with other general account
assets, include real estate and energy joint ventures and limited
partnerships and are valued based on the Company's equity in the underlying
net assets.

Asset Valuation and Interest Maintenance Reserves: The Asset Valuation Reserve
(AVR) is computed in accordance with the prescribed NAIC formula and
represents a provision for possible fluctuations in the value

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

of bonds, equity securities, mortgage loans, real estate and other invested
assets. The Company makes additional contributions to the AVR in excess of the
required amounts to account for potential losses and risks in the investment
portfolio when the Company believes such provisions are prudent. Changes to
the AVR are charged or credited directly to policyholders' contingency
reserves.

The Company also records the NAIC prescribed Interest Maintenance Reserve
(IMR) that represents that portion of the after tax net accumulated
unamortized realized capital gains and losses on sales of fixed income
securities, principally bonds and mortgage loans, attributable to changes in
the general level of interest rates. Such gains and losses are deferred and
amortized into income over the remaining expected lives of the investments
sold. At December 31, 1995, the IMR, net of 1995 amortization of $16.4
million, amounted to $69.5 million which is included in other policy
obligations. The corresponding 1994 amounts were $17.1 million and $52.7
million, respectively.

Property and Equipment: Data processing equipment, included in other general
account assets, is reported at depreciated cost, with depreciation recorded on
a straight-line basis. Nonadmitted furniture and equipment also is depreciated
on a straight-line basis. The useful lives of these assets range from three to
twenty years.

Separate Accounts: Separate account assets (valued at market) and obligations
are included as separate captions in the statements of financial position. The
change in separate account surplus is recognized through direct charges or
credits to policyholders' contingency reserves.

Fair Values of Financial Instruments: Statement of Financial Accounting
Standards (SFAS) No. 107, "Disclosure about Fair Value of Financial
Instruments," requires disclosure of fair value information about financial
instruments, whether or not recognized in the statement of financial position,
for which it is practicable to estimate the value. In situations where quoted
market prices are not available, fair values are based on estimates using
present value or other valuation techniques. SFAS No. 107 excludes certain
financial instruments and all nonfinancial instruments from its disclosure
requirements. Therefore, the aggregate fair value amounts presented do not
represent the underlying value of the Company.

The methods and assumptions utilized by the Company in estimating its fair
value disclosures for financial instruments are as follows:

The carrying amounts reported in the statement of financial position for
cash and temporary cash investments approximate their fair values.

Fair values for public bonds are obtained from an independent pricing
service. Fair values for private placement securities and publicly traded
bonds not provided by the independent pricing service are estimated by the
Company by discounting expected future cash flows using current market
rates applicable to the yield, credit quality and maturity of the
investments. The fair values for common and preferred stocks, other than
subsidiary investments which are carried at equity values, are based on
quoted market prices.

The fair value for mortgage loans is estimated using discounted cash flow
analyses using interest rates adjusted to reflect the credit
characteristics of the underlying loans. Mortgage loans with similar

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

characteristics and credit risks are aggregated into qualitative categories
for purposes of the fair value calculations.

The carrying amounts in the statement of financial position for policy
loans approximates their fair value.

The fair value of interest rate swaps and currency rate swaps is estimated
using a discounted cash flow method adjusted for the difference between the
rate of the existing swap and the current swap market rate. Discounted cash
flows in foreign currencies are converted to U.S. dollars using current
exchange rates.

The fair value for outstanding commitments to purchase long-term bonds and
issue real estate mortgages is estimated using a discounted cash flow
method incorporating adjustments for the difference in the level of
interest rates between the dates the commitments were made and December 31,
1995. The fair value for commitments to purchase real estate approximates
the amount of the initial commitment.

Fair values for the Company's guaranteed investment contracts are estimated
using discounted cash flow calculations, based on interest rates currently
being offered for similar contracts with maturities consistent with those
remaining for the contracts being valued. The fair value for fixed-rate
deferred annuities is the cash surrender value, which represents the
account value less applicable surrender charges. Fair values for immediate
annuities without life contingencies and supplementary contracts without
life contingencies are estimated based on discounted cash flow calculations
using current market rates.

Capital Gains and Losses: Realized capital gains and losses, net of taxes and
amounts transferred to the IMR, are included in net income. Unrealized gains
and losses, which consist of market value and book value adjustments, are
shown as adjustments to policyholders' contingency reserves.

Interest Rate and Currency Rate Swap Contracts and Financial Futures
Contracts: The net interest effect of interest rate and currency rate swap
transactions is recorded as an adjustment of interest income as incurred.
Gains and losses on financial futures contracts used as hedges against
interest rate fluctuations are deferred and recognized in income over the
period being hedged.

Foreign Exchange Gains and Losses: Foreign exchange gains and losses are
reflected as direct credits or charges to policyholders' contingency reserves
through unrealized capital gains and losses.

Policy Reserves: Reserves for traditional individual life insurance policies
are maintained using the 1941, 1958 and 1980 Commissioner's Standard Ordinary
and American Experience mortality tables, with assumed interest rates ranging
from 2 1/2% to 6%, and using principally the net level premium method for
policies issued prior to 1978 and a modified preliminary term method for
policies issued in 1979 and later. Annuity and supplementary contracts with
life contingency reserves are based principally on modifications of the 1937
Standard Annuity Table, the Group Annuity Mortality Tables for 1951, 1971 and
1983, the 1971 Individual Annuity Mortality Table and the a-1983 Individual
Annuity Mortality Table, with interest rates ranging from 2% to 11 1/4%.

Reserves for deposit administration funds and immediate participation
guarantee funds are based on accepted actuarial methods at various interest
rates. Accident and health policy reserves generally are calculated using
either the two-year preliminary term or the net level premium method based on
various morbidity tables.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

The statement value and fair value for investment-type insurance contracts are
as follows:

<TABLE>
<CAPTION>
December 31, 1995 December 31, 1994
------------------- -------------------
Statement Fair Statement Fair
Value Value Value Value
--------- --------- --------- ---------
(In millions)
<S> <C> <C> <C> <C>
Guaranteed investment contracts........ $12,014.3 $12,325.3 $11,333.3 $10,966.3
Fixed-rate deferred and immediate annu-
ities................................. 3,494.5 3,478.6 2,918.5 2,840.3
Supplementary contracts without life
contingencies......................... 39.6 40.7 36.5 35.4
--------- --------- --------- ---------
$15,548.4 $15,844.6 $14,288.3 $13,842.0
========= ========= ========= =========
</TABLE>

Federal Income Taxes: Federal income taxes are provided in the financial
statements based on amounts determined to be payable as a result of operations
within the current accounting period. The operations of the Company and its
subsidiaries and affiliates are combined in filing a consolidated federal
income tax return for the group. The federal income taxes of the Company are
determined on a separate return basis with certain adjustments.

Income before taxes differs from taxable income principally due to tax-exempt
investment income, dividends-received tax deductions, the limitation placed on
the tax deductibility of mutual companies' policyholder dividends, accelerated
depreciation, differences in policy and contract liabilities for tax return
and financial statement purposes, capitalization of policy acquisition
expenses for tax purposes and other adjustments prescribed by the Internal
Revenue Code.

Amounts for disputed tax issues relating to prior years are charged or
credited directly to policyholders' contingency reserves. No provision is
generally recognized for timing differences that may exist between financial
reporting and taxable income.

At December 31, 1994, the Company's subsidiaries had total estimated tax loss
carryforwards for federal income tax purposes of $26.5 million expiring in
years 2003 to 2005. After the 1994 federal income tax return was filed on
September 15, 1995, the Company's subsidiaries remaining tax loss
carryforwards for federal income tax purposes totaled $9.9 million. It is
expected that these losses will be fully utilized in the 1995 federal income
tax return. Certain subsidiaries acquired by the Company have additional
potential tax loss carryforwards of $117.8 million expiring in years 1996 to
1998. These amounts also may be used in the consolidated tax return but only
to offset future taxable income related to those subsidiaries. The Company
made federal tax payments of $211.5 million in 1995 and $78.8 million in 1994.

Adjustments to Policy Reserves and Policyholders' and Beneficiaries'
Funds: From time to time, the Company finds it appropriate to modify certain
required policy reserves because of changes in actuarial assumptions or
increased benefits. Reserve modifications resulting from such determinations
are recorded directly to policyholders' contingency reserves. During 1994, the
Company refined certain actuarial assumptions inherent

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

in the calculation of preconversion yearly renewable term and gross premium
deficiency reserves resulting in a $41.0 million increase in policyholders'
contingency reserves at December 31, 1994.

Reinsurance: Premiums, commissions, expense reimbursements, benefits and
reserves related to reinsured business are accounted for on bases consistent
with those used in accounting for the original policies issued and the terms
of the reinsurance contracts. Premiums ceded to other companies have been
reported as a reduction of premium income. Amounts applicable to reinsurance
ceded for future policy benefits, unearned premium reserves and claim
liabilities have been reported as reductions of these items.

Restructuring Charge: In 1994, the Company provided for restructuring charges
of $57.8 million in accordance with the Company's plan to reduce its cost
structure and consolidate operations. The restructuring charge includes
severance costs and facilities consolidation expenses. During 1995 and 1994,
the Company paid $32.9 million and $10.7 million, respectively, under its
restructuring plan. The remaining liability for restructuring charges at
December 31, 1995 was $14.2 million.

Reclassifications: Certain 1994 amounts have been reclassified to permit
comparison with the corresponding 1995 amounts.

NOTE 2--SURPLUS NOTES

On February 25, 1994, the Company issued $450 million of surplus notes that
bear interest at 7 3/8% and are scheduled to mature on February 15, 2024. The
issuance of the surplus notes was approved by the Massachusetts Division of
Insurance and any payment of interest on and principal of the notes may be
made only with the prior approval of the Commissioner of the Massachusetts
Division of Insurance. Surplus notes are reported as surplus rather than
liabilities. Interest paid on the notes during 1995 and 1994 were $33.2
million and $15.7 million, respectively.

NOTE 3--BORROWED MONEY

At December 31, 1995, the Company had a $500 million syndicated line of
credit. There are 29 banks who joined the syndicate of lenders under the
leadership of Morgan Guaranty Trust Company of New York. The banks will commit
when requested to loan funds for a period of two years at prevailing interest
rates as determined in accordance with the line of credit agreement. The
agreement does not contain a material adverse change clause. As of December
31, 1995, no amounts had been borrowed under this agreement.

In 1995 the Company issued $213.1 million of debt through a Real Estate
Mortgage Investment Conduit (REMIC). As collateral to the debt, the Company
pledged $1,065.8 million of commercial mortgages to the REMIC Trust. The debt
was issued in two notes of equal amounts with last scheduled payment dates on
March 25, 1997 and June 25, 1998, respectively. The interest rates on the two
notes are calculated on a floating basis, based on LIBOR rates, and were
6.1575% and 6.2075%, respectively, at December 31, 1995. The outstanding
balances of the Notes totaled $213.1 million at December 31, 1995 and are
included in other general account obligations.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 4--NET INVESTMENT INCOME

Investment income has been reduced by the following amounts:

<TABLE>
<CAPTION>
1995 1994
------ ------
(In millions)
<S> <C> <C>
Investment expenses.............................................. $332.9 $291.2
Interest expense................................................. 38.3 19.8
Depreciation on real estate and other invested assets............ 62.7 54.7
Real estate and other investment taxes........................... 61.2 61.3
------ ------
$495.1 $427.0
====== ======
</TABLE>

NOTE 5--NET CAPITAL GAINS (LOSSES) AND OTHER ADJUSTMENTS

Net realized capital gains (losses) consist of the following items:

<TABLE>
<CAPTION>
1995 1994
------ ------
(In millions)
<S> <C> <C>
Gains (losses) from asset sales and foreclosures............... $118.6 $(41.5)
Capital gains tax.............................................. (64.2) (20.2)
Net capital (gains) losses transferred to the IMR.............. (33.2) 26.4
------ ------
Net Realized Capital Gains (Losses).......................... $ 21.2 $(35.3)
====== ======
</TABLE>

Net unrealized capital losses and other adjustments consist of the following
items:

<TABLE>
<CAPTION>
1995 1994
------ -------
(In millions)
<S> <C> <C>
Gains from changes in security values and book value adjust-
ments......................................................... $ 93.4 $ 36.4
Increase in asset valuation reserve............................ (178.5) (154.6)
------ -------
Net Unrealized Capital Losses and Other Adjustments.......... $(85.1) $(118.2)
====== =======
</TABLE>

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 6--INVESTMENTS

The statement value and fair value of bonds are shown below:

<TABLE>
<CAPTION>
Gross Gross
Statement Unrealized Unrealized
Value Gains Losses Fair Value
--------- ---------- ---------- ----------
(In millions)
Year ended December 31, 1995
----------------------------
<S> <C> <C> <C> <C>
U.S. treasury securities and
obligations of U.S. government
corporations and agencies............ $ 638.5 $ 42.5 $ 0.2 $ 680.8
Obligations of states and political
subdivisions......................... 194.1 20.6 0.1 214.6
Debt securities issued by foreign gov-
ernments............................. 297.7 42.2 0.0 339.9
Corporate securities.................. 18,358.6 1,818.3 73.9 20,103.0
Mortgage-backed securities............ 1,619.6 57.9 20.8 1,656.7
--------- -------- ------ ---------
Totals.............................. $21,108.5 $1,981.5 $ 95.0 $22,995.0
========= ======== ====== =========
<CAPTION>
Year ended December 31, 1994
----------------------------
<S> <C> <C> <C> <C>
U.S. treasury securities and
obligations of U.S. government
corporations and agencies............ $ 1,545.1 $ 1.8 $128.6 $ 1,418.3
Obligations of states and political
subdivisions......................... 170.6 4.5 1.7 173.4
Debt securities issued by foreign gov-
ernments............................. 143.5 9.8 0.5 152.8
Corporate securities.................. 16,208.9 471.1 401.8 16,278.2
Mortgage-backed securities............ 1,815.9 4.8 44.1 1,776.6
--------- -------- ------ ---------
Totals.............................. $19,884.0 $ 492.0 $576.7 $19,799.3
========= ======== ====== =========
</TABLE>

The statement value and fair value of bonds at December 31, 1995, by
contractual maturity, are shown below. Maturities will differ from contractual
maturities because eligible borrowers may exercise their right to call or
prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
Statement Value Fair Value
--------------- ----------
(In millions)
<S> <C> <C>
Due in one year or less.............................. $ 1,408.9 $ 1,456.4
Due after one year through five years................ 6,406.1 6,795.4
Due after five years through ten years............... 5,969.7 6,551.4
Due after ten years.................................. 5,704.2 6,535.1
--------- ---------
19,488.9 21,338.3
Mortgage-backed securities........................... 1,619.6 1,656.7
--------- ---------
$21,108.5 $22,995.0
========= =========
</TABLE>

Proceeds from sales of bonds during 1995 and 1994 were $2.9 billion and $2.5
billion, respectively. Gross gains of $69.7 million in 1995 and $16.6 million
in 1994 and gross losses of $44.3 million in 1995 and $99.3 million in 1994
were realized on these transactions.

The cost of common stocks was $78.1 million and $82.1 million at December 31,
1995 and 1994, respectively. At December 31, 1995, gross unrealized
appreciation on common stocks totaled $76.3 million, and gross

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 6--INVESTMENTS--CONTINUED

unrealized depreciation totaled $23.5 million. The fair value of preferred
stock totaled $338.8 million at December 31, 1995 and $281.6 million at
December 31, 1994.

Mortgage loans with outstanding principal balances of $115.5 million, bonds
with amortized cost of $32.8 million and real estate with depreciated cost of
$28.5 million were nonincome producing for the twelve months ended December
31, 1995.

Restructured commercial mortgage loans aggregated $466.0 million and $507.1
million as of December 31, 1995 and 1994, respectively. The expected gross
interest income that would have been recorded had the loans been current in
accordance with the original loan agreements and the actual interest income
recorded were as follows:

<TABLE>
<CAPTION>
Year ended
December 31
-------------
1995 1994
------ ------
(In millions)
<S> <C> <C>
Expected.................................................... $ 47.0 $ 54.5
Actual...................................................... $ 26.8 34.2
</TABLE>

Generally, the terms of the restructured mortgage loans call for the Company
to receive some form or combination of an equity participation in the
underlying collateral, excess cash flows or an effective yield at the maturity
of the loans sufficient to meet the original terms of the loans.

At December 31, 1995, the mortgage loan portfolio was diversified by
geographic region and specific collateral property type as displayed below.
The Company controls credit risk through credit approvals, limits and
monitoring procedures.

<TABLE>
<CAPTION>
Geographic
Concentration Statement Value
------------- ---------------
(In millions)
<S> <C>
East North Central....... $ 822.7
East South Central....... 178.2
Middle Atlantic.......... 1,861.1
Mountain................. 431.3
New England.............. 915.6
Pacific.................. 2,253.4
South Atlantic........... 1,611.7
West North Central....... 217.7
West South Central....... 447.4
Other.................... 62.4
--------
$8,801.5
========
</TABLE>
<TABLE>
<CAPTION>
Property
Type Statement Value
-------- ---------------
(In millions)
<S> <C>
Apartments................ $2,374.6
Hotels.................... 164.4
Industrial................ 780.4
Office buildings.......... 1,823.6
Retail.................... 1,545.1
1-4 Family................ 9.5
Agricultural.............. 1,607.0
Other..................... 496.9
--------
$8,801.5
========
</TABLE>

At December 31, 1995, the fair values of the commercial and agricultural
mortgage loan portfolios were $7.6 billion and $1.8 billion, respectively. The
corresponding amounts as of December 31, 1994 were approximately $6.5 billion
and $1.7 billion, respectively.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 7--REINSURANCE

Premiums, benefits and reserves associated with reinsurance assumed in 1995
were $455.2 million, $276.7 million, and $12.7 million, respectively. The
corresponding amounts in 1994 were $385.9 million, $266.0 million, and $12.1
million, respectively.

The Company cedes business to reinsurers to share risks under life, health and
annuity contracts for the purpose of reducing exposure to large losses.
Premiums, benefits and reserves ceded to reinsurers in 1995 were $281.0
million, $217.0 million and $185.4 million, respectively. The corresponding
amounts in 1994 were $246.7 million, $203.2 million and $217.3 million,
respectively.

The Company has a coinsurance agreement with another insurer to cede 100% of
its individual disability business. Reserves ceded under this agreement,
included in the amount shown above, were $212.7 million at December 31, 1995
and $184.5 million at December 31, 1994.

To the extent that an assuming reinsurance company is unable to meet its
obligations under a reinsurance agreement, the Company remains liable as the
direct insurer on all risks reinsured.

NOTE 8--BENEFIT PLANS

The Company provides retirement benefits to substantially all employees and
general agency personnel. These benefits are provided through both defined
benefit and defined contribution pension plans. Pension benefits under the
defined benefit plans are based on years of service and average compensation
generally during the five years prior to retirement. The Company's funding
policy for qualified defined benefit plans is to contribute annually an amount
in excess of the minimum annual contribution required under the Employee
Retirement Income Security Act (ERISA). This amount is limited by the maximum
amount that can be deducted for federal income tax purposes. The funding
policy for nonqualified defined benefit plans is to contribute the amount of
the benefit payments made during the year. Plan assets consist principally of
listed equity securities, corporate obligations and U.S. government
securities.

Defined contribution plans include The Investment Incentive Plan (TIP) and the
Savings and Investment Plan (SIP). Employees are eligible to participate in
TIP after one year of service and may contribute up to the lesser of 15% of
their salary or $9,240 annually to the plan. The Company matches the first 2%
of pre-tax contributions and makes an additional annual profit sharing
contribution for employees who have completed at least two years of service.
Through SIP, marketing representatives, sales managers and agency managers are
eligible to contribute up to the lesser of 13% of their salary or $9,240. The
Company matches the first 3% of pretax contributions for marketing
representatives and the first 2% of pretax contributions for sales managers
and agency managers. The Company makes an annual profit sharing contribution
of up to 1% for sales managers and agency managers who have completed at least
two years of service.

The Company provides additional compensation to certain employees based on
achievement of annual and long-term corporate financial objectives.

20
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 8--BENEFIT PLANS--CONTINUED

Pension expense is summarized as follows:

<TABLE>
<CAPTION>
Year ended
December 31
----------------
1995 1994
------- -------
(In millions)
<S> <C> <C>
Defined benefit plans:
Service cost--benefits earned during the period............. $ 30.1 $ 46.5
Interest cost on the projected benefit obligation........... 103.5 96.1
Actual return on plan assets................................ (369.5) 29.4
Net amortization and deferral............................... 260.5 (144.7)
------- -------
24.6 27.3
Defined contribution plans.................................... 19.8 15.8
------- -------
Total pension expense..................................... $ 44.4 $ 43.1
======= =======
</TABLE>

Assumptions used in accounting for the defined benefit pension plans were as
follows:

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Discount rate....................................................... 7.50% 8.00%
Weighted rate of increase in compensation levels.................... 5.10% 5.30%
Expected long-term rate of return on assets......................... 7.75% 8.25%
</TABLE>

The following table sets forth the funded status and actuarially determined
amounts related to the Company's defined benefit pension plans:

<TABLE>
<CAPTION>
Year ended December 31
------------------------
1995 1994
----------- -----------
(In millions)
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation.......................... $ (1,242.9) $ (1,108.9)
=========== ===========
Accumulated benefit obligation..................... $ (1,300.3) $ (1,151.0)
=========== ===========
Projected benefit obligation......................... $ (1,480.0) $ (1,350.2)
Plan assets fair value............................... 1,645.3 1,355.0
----------- -----------
Excess of plan assets over projected benefit obliga-
tion................................................ 165.3 4.8
Unrecognized net (gain) loss......................... (139.1) 36.3
Prior service cost not yet recognized in net periodic
pension cost........................................ 50.0 57.7
Unrecognized net asset, net of amortization.......... (111.2) (126.6)
----------- -----------
Net pension liability................................ $ (35.0) $ (27.8)
=========== ===========
</TABLE>

Since 1988, the Massachusetts Division of Insurance has provided the Company
with approval to recognize the pension plan prepaid expense, if any, in
accordance with the requirements of SFAS No. 87, "Employers' Accounting for
Pensions." The Company furnishes the Division of Insurance with an actuarial
certification of the prepaid expense computation on an annual basis.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 9--OTHER POSTRETIREMENT BENEFIT PLANS

In addition to the Company's defined benefit pension plans, the Company has
employee welfare plans for medical, dental, and life insurance covering most
of its retired employees and general agency personnel. Substantially all
employees may become eligible for these benefits if they reach retirement age
while employed by the Company. The postretirement health care and dental
coverages are contributory based on service for post January 1, 1992 non-union
retirees. A small portion of pre-January 1, 1992 non-union retirees also
contribute. The applicable contributions are based on service.

In 1993, the Company changed its method of accounting for the costs of its
retiree benefit plans to the accrual method and elected to amortize its
transition liability for retirees and fully eligible or vested employees over
twenty years.

Since 1993, the Company funded a portion of the postretirement obligation. The
Company's policy is to fund postretirement benefits for non-union employees to
the maximum amount that can be deducted for federal income tax purposes and to
fund the benefits for union employees, which are fully tax qualified, at
sufficient amounts so that the total accrued liability related to
postretirement benefits is zero. As of December 31, 1995, plan assets related
to non-union employees were comprised of an irrevocable health insurance
contract to provide future health benefits to retirees while plan assets
related to union employees were comprised of approximately 60% equity
securities and 40% fixed income investments. The following table shows the
plans' combined funding status for vested benefits reconciled with the amounts
recognized in the Company's statements of financial position.

<TABLE>
<CAPTION>
December 31
-------------------------------------
1995 1994
------------------ ------------------
Medical Medical
and Life and Life
Dental Insurance Dental Insurance
Plans Plans Plans Plans
------- --------- ------- ---------
(In millions)
<S> <C> <C> <C> <C>
Accumulated postretirement benefit obli-
gation:
Retirees............................... $(236.5) $(89.2) $(239.2) $(76.5)
Fully eligible active plan partici-
pants................................. (42.9) (20.1) (51.3) (22.2)
------- ------ ------- ------
(279.4) (109.3) (290.5) (98.7)
Plan assets at fair value................ 96.9 0.0 59.9 0.0
------- ------ ------- ------
Accumulated postretirement benefit
obligation in excess of plan assets..... (182.5) (109.3) (230.6) (98.7)
Unrecognized prior service cost.......... 18.2 5.8 22.2 6.2
Unrecognized prior net gain.............. (84.2) (4.2) (63.9) (12.3)
Unrecognized transition obligation....... 272.9 83.3 288.9 88.2
------- ------ ------- ------
Accrued postretirement benefit cost...... $ 24.4 $(24.4) $ 16.6 $(16.6)
======= ====== ======= ======
</TABLE>

Net postretirement benefits costs for the years ended December 31, 1995 and
1994 were $50.2 million and $52.1 million, respectively, and include the
expected cost of such benefits for newly eligible or vested employees,
interest cost, and amortization of the transition liability.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 9--OTHER POSTRETIREMENT BENEFIT PLANS--CONTINUED

Net periodic postretirement benefits cost included the following components:

<TABLE>
<CAPTION>
December 31
------------------------------------
1995 1994
------------------ -----------------
Medical Medical
and Life and Life
Dental Insurance Dental Insurance
Plans Plans Plans Plans
------- --------- ------- ---------
(In millions)
<S> <C> <C> <C> <C>
Eligibility cost............................ $ 5.3 $ 1.5 $ 6.1 $ 2.3
Interest cost............................... 21.1 7.8 19.9 6.8
Actual return on plan assets................ (15.5) 0.0 (2.1) 0.0
Net amortization and deferral............... 25.0 5.0 14.4 4.7
------ ----- ----- -----
Net periodic postretirement benefit cost.... $ 35.9 $14.3 $38.3 $13.8
====== ===== ===== =====
</TABLE>

The discount rate used in determining the accumulated postretirement benefit
obligation at December 31, 1995 was 7.5% (8.0% for 1994). The annual assumed
rate of increase in the health care cost trend rate for the medical coverages
is 8.25% for 1996 (9.75% was assumed for 1995) and is assumed to decrease
gradually to 5.5% in 2001 and remain at that level thereafter. The health care
cost trend rate assumption has a significant effect on the amounts reported.
For example, increasing the assumed health care cost trend rates by one
percentage point in each year would increase the accumulated post retirement
benefit obligation for the medical coverages as of December 31, 1995 by $35.0
million and the aggregate of the eligibility and interest cost components of
net periodic postretirement benefit cost by $3.6 million for 1995 and $2.7
million for 1994.

Postretirement welfare benefits for non-vested employees are not reflected in
the above expenses or accumulated postretirement benefit obligations. As of
December 31, 1995, the accumulated postretirement benefit obligations for non-
vested employees amounted to $67.7 million for medical and dental plans and
$10.8 million for life insurance plans. The corresponding amounts as of
December 31, 1994 were $70.4 million and $9.1 million, respectively.

NOTE 10--AFFILIATES

The Company has subsidiaries and affiliates in a variety of industries
including domestic and foreign life insurance and domestic property casualty
insurance, real estate, mutual funds, investment brokerage and various other
financial services entities.

Total assets of unconsolidated affiliates amounted to $9.5 billion at December
31, 1995 and $7.8 billion at December 31, 1994; total liabilities amounted to
$8.3 billion at December 31, 1995 and $6.7 billion at December 31, 1994; and
total net income was $89.5 million in 1995 and $61.9 million in 1994.

The Company customarily engages in transactions with its unconsolidated
affiliates, including the cession and assumption of certain insurance business
under the terms of established reinsurance agreements. Various services are
performed by the Company for certain affiliates for which the Company is
reimbursed on the basis of cost. Certain affiliates have entered into various
financial arrangements relating to borrowings and capital maintenance under
which agreements the Company would be obligated in the event of nonperformance
by an affiliate (see Note 14).

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 10--AFFILIATES--CONTINUED

The Company received dividends of $9.7 million and $10.1 million in 1995 and
1994, respectively, from unconsolidated affiliates.

NOTE 11--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

The Company enters into interest rate swap contracts for the purpose of
converting the interest rate characteristics (fixed or variable) of certain
investments to match those of related insurance liabilities. Maturities of
current agreements range from 1996 to 2005. These swaps involve, to varying
degrees, interest rate risk in excess of amounts recognized in the statement
of financial position.

The Company enters into currency rate swap agreements to manage exposure to
foreign exchange rate fluctuations. Maturities of current agreements range
through 2009. Should the counterparty fail to meet the terms of the contract,
the Company's market risk is limited to the currency rate differential.

The Company enters into interest rate cap contracts to manage exposure on
underlying security values due to a rise in interest rates. Maturities of
current agreements range through 2001.

The Company also uses financial futures contracts to hedge risks associated
with interest rate fluctuations on sales of guaranteed investment contracts.
The Company is subject to the risks associated with changes in the value of
the underlying securities; however, such changes in value generally are offset
by opposite changes in the value of the hedged items. The contract or notional
amounts of the contracts represent the extent of the Company's involvement but
not the future cash requirements, as the Company intends to close the open
positions prior to settlement.

The contract or notional amount of the foregoing financial instruments, which
indicates the Company's involvement and, in certain instances, maximum credit
risk related to those instruments, is as follows:

<TABLE>
<CAPTION>
December 31
-----------------
1995 1994
-------- --------
(In millions)
<S> <C> <C>
Futures contracts to purchase securities.................... $ 62.2 $ 147.9
======== ========
Futures contracts to sell securities........................ $ 299.9 $ 98.1
======== ========
Notional amount of interest rate swaps, currency rate swaps,
and interest rate caps to:
Receive variable rates.................................... $1,735.0 $ 916.0
======== ========
Receive fixed rates....................................... $1,756.3 $1,365.2
======== ========
</TABLE>

The Company continually monitors its positions and the credit ratings of the
counterparties to these financial instruments. The Company believes the risk
of incurring losses due to nonperformance by its counterparties is remote and
that any such losses would be immaterial.

Based on market rates in effect at December 31, 1995, the Company's interest
rate swaps, currency rate swaps, and interest rate caps represented (assets)
liabilities to the Company with fair values of $37.0 million, $23.3 million
and $(0.3) million, respectively. The corresponding amounts as of December 31,
1994 were $12.0 million, $15.4 million, and $(1.5) million, respectively.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 12--LEASES

The Company leases office space and furniture and equipment under various
operating leases. Rental expenses for all operating leases totaled $32.2
million in 1995 and $35.2 million in 1994. At December 31, 1995, future
minimum rental commitments under noncancellable operating leases for office
space and furniture and equipment totaled approximately $44.3 million.

NOTE 13--POLICYHOLDERS' RESERVES AND BENEFICIARIES' FUNDS

The Company's annuity reserves and deposit fund liabilities that are subject
to discretionary withdrawal (with adjustment), subject to discretionary
withdrawal (without adjustment), and not subject to discretionary withdrawal
provisions are summarized as follows:

<TABLE>
<CAPTION>
December 31, 1995 Percent
----------------- -------
(In millions)
<S> <C> <C>
Subject to discretionary withdrawal (with adjust-
ment):
With market value adjustment....................... $ 2,517.0 7.3%
At book value less surrender charge................ 2,502.2 7.3
--------- -----
Total with adjustment.............................. 5,019.2 14.6
Subject to discretionary withdrawal (without ad-
justment) at book value........................... 594.8 1.7
Subject to discretionary withdrawal--separate ac-
counts............................................ 10,813.9 31.4
Not subject to discretionary withdrawal:
General account.................................... 16,634.4 48.3
Separate accounts.................................. 1,387.2 4.0
--------- -----
Total annuity reserves and deposit liabilities--be-
fore reinsurance.................................... 34,449.5 100.0%
=====
Less reinsurance ceded............................... (0.2)
---------
Net annuity reserves and deposit fund liabilities.... $34,449.3
=========
</TABLE>

Activity in the liability for accident and health unpaid claims is:

<TABLE>
<CAPTION>
1995 1994
------ ------
(In millions)
<S> <C> <C>
Balance at January 1............................................ $216.2 $210.6
Less reinsurance recoverables................................. (7.3) (4.6)
------ ------
Net balance at January 1........................................ 208.9 206.0
------ ------
Incurred related to:
Current year.................................................. 301.0 350.4
Prior years................................................... (25.2) (40.4)
------ ------
Total incurred.................................................. 275.8 310.0
------ ------
Paid related to:
Current year.................................................. 192.0 231.2
Prior years................................................... 89.0 75.9
------ ------
Total paid...................................................... 281.0 307.1
------ ------
Net balance at December 31...................................... 203.7 208.9
Plus reinsurance recoverable.................................. 4.0 7.3
------ ------
Balance at December 31.......................................... $207.7 $216.2
====== ======
</TABLE>

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 13--POLICYHOLDERS' RESERVES AND BENEFICIARIES' FUNDS--CONTINUED

As a result of favorable changes in claim estimates and a decline in fully
insured business, the liability for prior year claims decreased in 1995 and
1994.

NOTE 14--COMMITMENTS AND CONTINGENCIES

The Company has extended commitments to purchase long-term bonds, preferred
stocks, and real estate and issue real estate mortgages totaling $620.7
million, $19.1 million, $5.0 million and $396.6 million, respectively, at
December 31, 1995. If funded, loans related to real estate mortgages would be
fully collateralized by related properties. The Company monitors the credit
worthiness of borrowers under long-term bond commitments and requires
collateral as deemed necessary. The fair value of the commitments described
above is $1.1 billion at December 31, 1995. The majority of these commitments
expire in 1996.

During 1991, the Company entered into a credit support and collateral pledge
agreement with the Federal National Mortgage Association (FNMA). Under the
agreement, the Company sold $1.042 billion of multi-family loans and acquired
an equivalent amount of FNMA securities. FNMA is guarantying the full face
value of the bonds to the bondholders. However, the Company has agreed to
absorb the first 15% of original principal and interest losses (less buy-
backs) for the pool of loans involved, but is not required to commit
collateral to support this loss contingency. Historically, the Company has
experienced total losses as a percentage of its multi-family mortgage
portfolio of approximately 3%. Mortgage loan buy-backs required by FNMA in
1995 and 1994 amounted to $29.5 million and $12.7 million, respectively. There
were no losses associated with these buy-backs. At December 31, 1995, the
remaining pool of loans had an outstanding principal balance of $591.2
million.

The Company has a support agreement with JHVLICo under which the Company
agrees to continue directly or indirectly to own all of JHVLICo's common stock
and maintain JHVLICo's net worth at not less than $1 million.

The Company has a support agreement with John Hancock Capital Corporation
(JHCC) under which the Company agrees to continue directly or indirectly to
own all of JHCC's common stock and maintain JHCC's net worth at not less than
$1 million. JHCC's outstanding borrowings as of December 31, 1995 were $363.6
million for short-term borrowings and $142.7 million for notes payable.

The Company is subject to insurance guaranty fund laws in the states in which
it does business. These laws assess insurance companies amounts to be used to
pay benefits to policyholders and claimants of insolvent insurance companies.
Many states allow these assessments to be credited against future premium
taxes. The Company believes such assessments in excess of amounts accrued will
not materially affect its financial position.

In the normal course of its business operations, the Company is involved in
litigation from time to time with claimants, beneficiaries and others, and a
number of litigation matters were pending as of December 31, 1995. It is the
opinion of management, after consultation with counsel, that the ultimate
liability with respect to these claims, if any, will not materially affect the
financial position of the Company.

<PAGE>

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

1. Statement of Financial Position at December 31, 1995 and December 31,
1994. (Part B)

2. Summary of Operations and Changes in Policyholder Contingency Reserves
for the period ended December 31, 1995, and December 31, 1994.
(Part B)

4. Statement of Cash Flows for the period ended December 31, 1995, and
December 31, 1994. (Part B)

5. Notes to Financial Statements. (Part B)

(B) EXHIBITS

1. John Hancock Mutual Life Insurance Company Board Resolution establishing
the John Hancock Variable Annuity Account H, dated April 8, 1996.

2. Not Applicable.

C-1
<PAGE>

3.(a) Form of Variable Annuity Contracts Marketing and Distribution Agreement
Between John Hancock Mutual Life Insurance Company and John Hancock
Funds, Inc., dated __, 1996.

(b) Form of Soliciting Dealer Agreement between John Hancock Funds, Inc., and
soliciting broker-dealers or financial institutions participating in
distribution of Contracts.

4.(a) Form of group deferred combination fixed and variable annuity contract.

(b) Form of group deferred combination fixed and variable annuity
certificate.

(d) Form of nursing home waiver of CDSL rider.

(e) Form of one year stepped-up death benefit rider.

(f) Form of accidental death benefit rider.

5. Form of contract application.

6.(a) Articles of Organization and By-Laws of John Hancock Mutual Life
Insurance Company.

7. Not Applicable.

8. Form of Responsibility and Cost Allocation Agreement Between John Hancock
Mutual Life Insurance Company and John Hancock Funds, Inc.

C-2
<PAGE>

9. Opinion and consent of counsel.

10.(a) Consent of counsel. (See Exhibit 9.)

(b) Consent of independent auditors. (To be filed by amendment).

11. Not Applicable.

12. Not Applicable.

13. Not Applicable.

14. Not Applicable.

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

Directors Principal Occupations
--------- ---------------------
Samuel W. Bodman Chairman of the Board and Chief Execu-
tive Officer, Cabot Corporation (chemi-
cals)
Nelson S. Gifford Director, formerly Chairman of the
Board, Dennison Manufacturing Company,
Inc. (paper products)
William L. Boyan President and Chief Operating Officer,
John Hancock
Kathleen F. Feldstein President, Economics Studies Inc. (con-
sultant)
Lawrence K. Fish Chairman and Chief Executive Officer,
Citizens Financial Group (banking).
E. James Morton Director, formerly Chairman of the
Board, John Hancock
John F. Magee Chairman of the Board, Arthur D. Little,
Inc. (management consultant)
John M. Connors, Jr. President and Chief Executive Officer,
Hill, Holliday, Connors, Cosmopoulos,
Inc. (advertising)
Stephen L. Brown Chairman of the Board and Chief Execu-
tive Officer, John Hancock
Thomas L. Phillips Director, formerly Chairman of the
Board, Raytheon Company (electronics)
I. MacAllister Booth Chairman of the Board and Chief
Executive Officer, Polaroid Corporation
(photographic products)
C. Vincent Vappi Retired, formerly Chairman of the Board,
Vappi & Company, Inc. (construction)
Randolph W. Bromery Interim President, Springfield College
Delbert C. Staley Retired; formerly Chairman of the Board,
NYNEX Corporation (telephone utility)
David F. D'Alessandro Senior Executive Vice President, John
Hancock
Joan T. Bok Chairman of the Board, New England Elec-
tric System (electric utility)
Robert E. Fast Partner, Hale and Dorr (law firm)
Foster L. Aborn Vice Chairman of the Board, John Hancock
Richard F. Syron Chairman of the Board and Chief Execu-
tive Officer, American Stock Exchange
Michael C. Hawley President and Chief Operating Officer,
The Gillette Company (razors)

Executive Officers
------------------
Diane M. Capstaff Executive Vice President
Thomas E. Moloney Executive Vice President
Richard S. Scipione General Counsel
Bruce E. Skrine Vice President and Secretary

The business address for each of the above-named officers and directors is:
John Hancock Mutual Life Insurance Company, John Hancock Place, P.O. Box 111,
Boston, MA 02117.

C-3
<PAGE>

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

The Registrant is a separate account of John Hancock Mutual Life Insurance
Company ("Company"), operated as a unit investment trust. The Registrant
supports benefits payable under the Company's variable annuity contracts by
investing in shares of John Hancock Declaration Trust ("Trust") a "series" type
of mutual fund, registered under the Investment Company Act of 1940 ("Act") as
an open-end management investment company. The Company may purchase Trust shares
to provide initial capital for the Trust. The Registrant and other separate
accounts of the Company, John Hancock Variable Life Insurance Company
("JHVLICO"), and other unaffiliated life insurance companies will own all of the
Trust's other outstanding shares for the forseeable future. The purchasers of
variable annuity and any variable life insurance contracts, in connection with
which the Trust is used, will have the opportunity to instruct the Company and
JHVLICO with respect to the voting of the shares of the Trust held by the
Registrant as to certain matters. Subject to the voting instructions, the
Company will control the Registrant.

A diagram of the subsidiaries of the Company is incorporated by reference
from Exhibit 17 to Post- Effective Amendment No. 10 to Form N-1A Registration
Statement of John Hancock Variable Series Trust I (File No. 33-2081) filed March
2, 1995.

ITEM 27. NUMBER OF CONTRACT OWNERS

Because the Registrant had not yet commenced operations, there currently are
no Contract Owners.

ITEM 28. INDEMNIFICATION

Pursuant to Article 9 of the Company's Bylaws and Section 67 of the
Massachusetts Business Corporation Law, the Company indemnifies each director,
former director, officer, and former officer, and his heirs and legal
representatives from liability incurred or imposed in connection with any legal
action in which he may be involved by reason of any alleged act or omission as
an officer or a director of the Company.

C-4
<PAGE>

Insofar as indemnification for liabilities arising under the Securities Act of
1933 ("Securities Act") may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by a controlling precedent, submit to a court of
appropriate jurisdiction the question of whether indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) JHFI acts as principal underwriter, depositor, sponsor or investment
adviser for the following investment companies.

Freedom Investment Trust
Freedom Investment Trust II
Freedom Investment Trust III
John Hancock Cash Reserve, Inc.
John Hancock Current Interest
John Hancock Bond Trust
John Hancock California Tax-Free Income Fund
John Hancock Capital Series
John Hancock Institutional Series Trust
John Hancock Investment Trust
John Hancock Limited Term Government Fund
John Hancock Series, Inc.
John Hancock Sovereign Bond fund
John Hancock Sovereign Investors Fund, Inc.
John Hancock Special Equities Fund
John Hancock Strategic Series
John Hancock Tax-Exempt Series Fund
John Hancock Tax-Free Bond Trust
John Hancock Technology Series, Inc.
John Hancock World Fund

(b) The following lists the names and positions with underwriter of the
directors and officers of JHFI.

Foster L. Aborn Director
Edward J. Boudreau, Jr. Director and Chairman
Stephen L. Brown Director
David F. D'Alessandro Director
John M. DeCiccio Director
William C. Fletcher Director
Robert G. Freedman Director
John Goldsmith Director
Richard O. Hansen Director
David A. King Director
Jeanne M. Livermore Director
Thomas E. Moloney Director
Richard S. Scipione Director
Robert H. Watts Director

<TABLE>
<S> <C>
Edward J. Boudreau, Jr., Chairman, President and Chief Executive Officer
Robert H. Watts Executive Vice President and Chief Compliance Officer
James W. McLaughlin Senior Vice President and Chief Financial Officer
John A. Morin Vice President and Secretary
Christopher M. Meyer Second Vice President and Treasurer
Stephen W. Blair Executive Vice President
James V. Bowhers Executive Vice President
Michael T. Carpenter Senior Vice President
James B. Little Senior Vice President
William S. Nichols Senior Vice President
Anthony P. Petrucci Senior Vice President
Charles H. Womack Senior Vice President
Susan S. Newton Vice President
Keith Harstein Vice President
Griselda Lyman Vice President
J. William Benintende Second Vice President
Arthur J. Holzman, Jr. Second Vice President
Karen F. Walsh Second Vice President
William H. King Assistant Treasurer
Theresa Apruzzese Assistant Secretary
John J. Cotter Assistant Secretary
Carmen M. Pelissier Assistant Secretary
</TABLE>

The business address for each of the above-named officers and directors is: John
Hancock Funds, Inc., 101 Huntington Avenue, Boston, Massachusetts 02199-7603.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

The following entities prepare, maintain, and preserve the records required by
Section 31(a) of the Act for the Registrant through written agreements between
the parties to the effect that such services will be provided to the Registrant
for such periods prescribed by the Rules and Regulations of the Commission under
the Act and such records will be surrendered promptly on request:

The Company, John Hancock Place, P.O. Box 111, Boston, Massachusetts 02117,
prepares, maintains and preserves all other records required by Section
31(a) of the Act.

C-5
<PAGE>

ITEM 31. MANAGEMENT SERVICES

Not applicable.

ITEM 32. UNDERTAKINGS

(a) Registrant hereby undertakes to file a post-effective amendment to this
Registration Statement as frequently as is necessary to ensure that the audited
financial statements in the Registration Statement are never more than 16 months
old for so long as payments under the variable annuity contracts may be
accepted.

(b) Registrant hereby undertakes to include as part of any application to
purchase a Contract offered by the prospectus a space that an applicant can
check to request a Statement of Additional Information, or to provide a toll-
free telephone number that applicants may call for this purpose.

(c) Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
Form N-4 promptly upon written or oral request.

(d) Registrant represents that, in connection with the sale of the Contracts
offered pursuant to this Registration Statement, it has complied with the
conditions of the SEC no-action letter regarding the purchase of variable
annuity contracts under retirement plans meeting the requirements of Section
403(b) of the Internal Revenue Code (American Council of Life Insurance (pub.
avail. Nov. 28, 1988)). Specifically, Registrant (1) has included appropriate
disclosure regarding the redemption restrictions imposed by Section 403(b)(11)
in the prospectus; (2) will include appropriate disclosure regarding the
redemption restrictions imposed by Section 403(b)(11) in any sales literature
used in connection with the offer of the Contracts; (3) will instruct sales
representatives specifically to bring the redemption restrictions imposed by
Section 403(b)(11) to the attention of potential plan participants; and (4) will
obtain from each plan participant who purchases a Section 403(b) annuity
contract, prior to or at the time of such purchase, a signed statement
acknowledging the participant's understanding of (a) the restrictions on
redemptions imposed by Section 403(b)(11) and (b) the investment alternatives
available under the employer's Section 403(b) arrangement to which the
participant may elect to transfer his Accumulated Value or Surrender Value.

C-6
<PAGE>

SIGNATURES

AS REQUIRED BY THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT
OF 1940, REGISTRANT HAS CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF, IN THE CITY OF BOSTON AND THE COMMONWEALTH OF MASSACHUSETTS, ON THE 16TH
DAY OF JULY, 1996.

JOHN HANCOCK VARIABLE ANNUITY
ACCOUNT H (REGISTRANT)

By John Hancock Mutual Life
Insurance Company

By /s/ WILLIAM L. BOYAN
--------------------------
William L. Boyan
President

JOHN HANCOCK MUTUAL LIFE
INSURANCE COMPANY (DEPOSITOR)

By /s/ WILLIAM L. BOYAN
--------------------------
William L. Boyan
President

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<PAGE>

AS REQUIRED BY THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT
HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THEIR CAPACITIES WITH JOHN HANCOCK
MUTUAL LIFE INSURANCE COMPANY AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ THOMAS E. MOLONEY Chief Financial Officer July 16, 1996
- ---------------------- (Principal Financial Officer
Thomas E. Moloney and Principal Accounting
Officer)

/s/ WILLIAM L. BOYAN President July 16, 1996
- ---------------------- (Acting Principal
William L. Boyan Executive Officer)
for himself and as
Attorney-in-Fact

FOR: Stephen L. Brown Chairman of the Board
Samuel W. Bodman Director
Nelson S. Gifford Director
William L. Boyan Director
Kathleen F. Feldstein Director
Lawrence K. Fish Director
E. James Morton Director
John F. Magee Director
John M. Conners, Jr. Director
Thomas L. Phillips Director
I. MacAllister Booth Director
C. Vincent Vappi Director
Randolph W. Bromery Director
Delbert C. Staley Director
David F. D'Alessandro Director
Joan T. Bok Director
Robert F. Fast Director
Foster L. Aborn Director
Richard F. Syron Director
Michael C. Hawley Director
</TABLE>

C-8

<PAGE>

Exhibit 1

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

Board Of Directors

Meeting of April 8, 1996

VOTED, with respect to separate investment accounts:

(a) To establish one or more separate investment accounts (the
"Account"), pursuant to Section 132 G of Chapter 175 of the Massachusetts
General Laws, as amended, for the funds attributable to individual annuity
contracts on a variable basis to be issued by the Company. The Officers of the
Company may determine the designation of each Account and may from time to time
change its designation as they deem necessary and appropriate.

(b) To allocate to the Account amounts to provide for annuities
(including benefits incidental thereto) payable in fixed or variable amounts or
both and the income, gains and losses, realized or unrealized, attributable to
the Account shall be credited to or charged against the Account without regard
to the other income, gains or losses of the Company.

(c) To authorize the registration of the Account as an investment company
under the Investment Company Act of 1940 and the registration of the variable
annuity contracts issued in connection with the Account as securities under the
Securities Act of 1933, and to authorize and empower the Chairman of the Board,
the Vice Chairman, the President, any Executive Vice President, or the Secretary
of the Company ("Officers of the Company") to take all action necessary to
comply with the Acts, including but not limited to the execution and filing of
registration statements and amendments thereto, applications for exemptions from
the provisions of the Act as may be necessary or desirable and amendments
thereto, and agreements for the administration of the Account and for the
distribution of variable annuity contracts carrying an interest in the Account
assets and any other actions necessary under all other applicable federal and
state laws and regulations.

(d) To authorize the Officers of the Company to take all actions
necessary to register the Account as a unit investment trust under the
Investment Company Act of 1940, and to take such related actions as they deem
necessary and appropriate to carry out the foregoing, including, without
limitation, the following: determining that the fundamental investment policy
of the Account shall be to invest or reinvest the assets in securities issued by
such investment companies registered under
<PAGE>

-2-

the Investment Company Act of 1940 as the Officers of the Company may designate
pursuant to the provisions of the variable annuity contracts issued by the
Company; establishing one or more subaccounts within the Account to which net
premiums under the variable annuity contracts will be allocated in accordance
with instructions received from contractowners, reserving to the Officers of the
Company the authority to increase or decrease the number of subaccounts in the
Account as they deem necessary or appropriate; and investing each subaccount
only in the shares of a single mutual fund or a single portfolio of an
investment company organized as a series fund pursuant to the Investment Company
Act of 1940.

(e) To authorize the Officers of the Company to deposit such amount in
the Account or in each subaccount thereof as may be necessary or appropriate to
facilitate the Account's operations; to transfer funds from time to time between
the Company's general account and the Account as deemed appropriate and
consistent with the terms of the variable annuity contracts and applicable laws;
and to establish criteria by which the Company shall institute procedures to
provide for a pass-through of voting rights to the owners of variable annuity
contracts issued by the Company, as required by applicable laws, with respect to
the shares of any investment companies which are held in the Account.

(f) To appoint Sandra M. DaDalt, Counsel, as agent for service of process
or the like for the Company to receive notices and communications from the
Securities and Exchange Commission with respect to such Registration Statements
or exemptive applications and amendments thereto as may be filed on behalf of
the Company concerning the Account or the variable annuity contracts, and to
exercise the powers given to such agent in the rules and regulations of the
Securities and Exchange Commission under the Securities Act of 1933, the
Investment Company Act of 1940, or the Securities Exchange Act of 1934.

(g) To authorize the Officers of the Company to do or cause to be done
all things necessary or desirable, as may be advised by counsel, to comply with,
or obtain exemptions from, federal, state or local statutes or regulations that
may be applicable to the issuance and sale of variable annuity contracts by the
Company.

(h) To authorize the Company to act as the depositor for the Account and
provide all administrative services in connection with the establishment and
maintenance of the Account and in connection with the issuance and sale of
variable annuity contracts, all on such terms and subject to such modifications
as the Officers of the Company deem necessary or appropriate to effectuate the
foregoing.

(i) To authorize the Officers of the Company to contract with a suitable
investment company under the Investment Company Act of 1940, the shares of which
shall be purchased by the Company in order to serve as an investment vehicle for
the Account and, further, that the Officers are authorized to do all things as
they deem necessary and appropriate to carry out the foregoing.

(j) To empower the Management Committee to authorize the execution and
delivery of such instruments and such other action as it may deem necessary or
desirable in order to carry out the purpose and intent of this vote and to
comply with applicable federal or state laws and regulations.

Certified to be a true and complete copy.

/s/ James C. Hoodlet
- --------------------------------
James C. Hoodlet
Associate Counsel

<PAGE>

Exhibit 3(a)

VARIABLE ANNUITY CONTRACTS
MARKETING AND DISTRIBUTION AGREEMENT BETWEEN
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY,
AND JOHN HANCOCK FUNDS, INC.

This Agreement is executed and effective on __________, 1996, between
John Hancock Mutual Life Insurance Company a Massachusetts company, (hereinafter
referred to as "Hancock"), and John Hancock Funds, Inc. ("JHFI"), a Delaware
corporation. This Agreement establishes the relationship between Hancock and
JHFI for the marketing and distribution of variable annuity contracts
("Contracts").

WHEREAS, Hancock and its wholly-owned subsidiary, John Hancock Variable Life
Insurance Company ("JHVLICO"), a Massachusetts company are engaged in the
issuance of variable annuity contracts in accordance with both the Federal
securities laws and the laws of the states in which the Contracts have been
qualified for sale. For the purposes of this Agreement, Hancock shall act on
behalf of JHVLICO in the distribution of the Contracts.

WHEREAS, JHFI is a registered broker/dealer under the Securities Exchange Act of
1934 and a member in good standing of the National Association of Securities
Dealers Inc.("NASD"); and

WHEREAS, Hancock desires to retain JHFI as principal distributor for
distribution and marketing of the Contracts and JHFI desires to provide such
services, the parties agree as follows:

1. Authorization
-------------

1.1 Hancock, as principal underwriter of the Contracts under the State
Insurance Laws, hereby authorizes JHFI, as the underwriter for the purposes of
Federal and State Securities Laws, to solicit independent broker/dealers who are
affiliated with, or are themselves, independent life insurance agencies and who
will distribute and sell the Contracts. JHFI agrees to abide by all rules and
regulations of the NASD, including its Rules of Fair Practice, and to comply
with all applicable state and Federal laws and the rules and regulations of
authorized regulatory agencies affecting the sale of the Contracts.

1.2 JHFI shall market and distribute the Contracts through
broker/dealers it has selected at its sole discretion. The broker/dealers shall
offer the Contracts for sale to persons for whom the Contracts are suitable.
All applications are subject to the acceptance or rejection by Hancock or JHFI
in their discretion.

1.3 Hancock, in its sole discretion, may at any time and upon written
notice withhold or withdraw the authority of JHFI and/or any broker/dealer to
solicit applications for the Contracts. Upon such notice, JHFI agrees to
immediately cease all such

1 of 8
<PAGE>

solicitations and to notify the broker/dealer(s) of the withdrawal(s) of such
authority. It is understood that Hancock retains the right to reject or
terminate the authorization of any broker/dealer.

2. Independence of Corporate Identities
------------------------------------

This Agreement and the relationship established hereby do not
constitute an agency, partnership, association or other merging of corporate
identities between Hancock and JHFI. JHFI is an independent contractor and
shall maintain SIPC coverage at all times during which this Agreement, or any
provision hereof, is in effect.

3. Duties of JHFI
--------------

3.1 Distribution of the Contracts
---------------------------------

(a) JHFI shall use its best efforts to introduce and successfully sell
John Hancock Contracts through national broker/dealers, regional broker/dealers,
financial institution (bank) broker/dealers, and other broker/dealer firms.

(b) Distribution is to occur only through qualified broker/dealers
selected by JHFI and with whom JHFI has a properly executed Soliciting Dealer
Agreement, the form of which is attached hereto as Appendix B. JHFI shall
ensure that each broker/dealer is expressly advised that it will assume full
responsibility for compliance with the NASD Rules of Fair Practice, applicable
federal and state securities laws and regulations, and state insurance laws and
regulations in connection with its offer, sale and servicing of the Contracts.

(c) JHFI warrants that each broker/dealer, and each Registered
Representative thereof, (hereinafter "Representatives") is (or at all times when
legally required will be) licensed by the NASD and that all such Representatives
are (or at all times when legally required will be) licensed as insurance
agents, and appointed as such by JHVLICO or Hancock in the appropriate
jurisdiction. Each broker/dealer shall be appointed by Hancock as an insurance
broker only for the purposes contemplated by this Agreement. JHFI shall assume
the initial expense where appropriate (subject to JHFI's sole discretion) of
appointment of the representative as life insurance agents of Hancock. JHFI
shall provide a copy of any existing life agent's insurance license and NASD
registration to Hancock for each Representative.

(d) JHFI is responsible for instructing each broker/dealer to offer
the Contracts for sale in accordance with the prospectus describing the
Contract.

(e) JHFI, on behalf of the broker/dealer through whom a Contract is
sold, will confirm in accordance with Rule 10b-10 under the Securities Exchange
Act of 1934 (the "1934 Act") the initial allocation of a premium payment under
the Contract and such other transactions as are required by Rule 10b-10 or
applicable administrative interpretations thereof.

2 of 8
<PAGE>

3.2 Services
------------

JHFI, at its expense, shall provide the following services to
broker/dealers. (JHFI may delegate certain servicing functions required under
this Agreement to John Hancock Investor Services Corporation).

(a) Initial and ongoing due diligence with respect to the Contracts
and to provide broker/dealers with current due diligence reports upon request;

(b) Provide assistance to the broker/dealers in arranging for the
insurance appointment of the broker/dealer's licensed sales force;

(c) Provide an 800 number customer service unit to render pre and post
sales and servicing assistance to the broker/dealer and its staff with respect
to Contracts;

(d) Supply all prospectuses, any current supplements thereto, and
product brochures as well as the relevant administrative forms for the
processing of applications. Provide assistance and advice to the broker/dealers
regarding the preparation of any other sales and marketing material, provided
however, that the cost of any other such marketing material, including direct
mail literature, special signage, or approved changes in the material supply,
will be the broker/dealer's responsibility.

(e) Notify broker/dealers of the issuance of any stop order or any
Federal or state judicial or regulatory proceeding which would prevent the sale
of Contracts in any state or jurisdiction.

3.3 Accounting
--------------

(a) JHFI shall be responsible to Hancock for the collection of
premiums by representatives. JHFI shall instruct the representatives to remit
all premiums to Hancock, through JHFI or its designee, John Hancock Investor
Services Corporation, immediately upon receipt, in such manner as shall be
mutually agreed upon in writing by JHFI and Hancock, together with all
applications and related information. All premiums shall be in the form of
checks, money orders or electronic funds transfers payable to Hancock and shall
be accompanied by listings identifying the applications to which they relate.

4. Duties of Hancock
-----------------

4.1 Hancock, at its expense, shall be responsible for obtaining the
approval of the forms of the applications and Contracts which are the subject of
this Agreement from the applicable regulatory authorities.

4.2 Hancock shall, at its expense, provide JHFI with all necessary
Contract related forms, except those prepared and provided by JHFI, (including,
but not limited to, applications, Contracts, prospectuses, administrative forms
and due diligence materials.) In consultation with JHFI, Hancock shall
determine the supply needed.

3 of 8
<PAGE>

4.3 Hancock reserves the right to withdraw, change or modify any of
the Contracts and/or applications covered by this Agreement and to withdraw
wholly or in part from the marketing of Contracts in any state without incurring
any liability or obligation to JHFI.

5. Compensation
------------

5.1 Hancock shall pay or shall cause JHVLICO to pay to JHFI, through
John Hancock Insurance Agency, Inc., its wholly owned subsidiary and
Massachusetts Corporation, duly licensed as an insurance agency in the
Commonwealth of Massachusetts, the compensation in accordance with the
schedule in Appendix A to this Agreement (attached hereto and specifically
incorporated herein by this reference). Such payment shall constitute the sole
and exclusive compensation payable by Hancock with respect to the Contracts
issued hereunder and all services rendered under or in contemplation of this
Agreement (Notwithstanding the preceding sentence, however, the parties may
enter into one or more agreements that allocate among themselves differently
the costs and expenses of performing their obligations under the Agreement).
John Hancock Insurance Agency, Inc. shall, in turn, compensate JHFI, for
performing its obligations hereunder.

5.2 JHFI represents and warrants to Hancock that John Hancock
Insurance Agency, Inc. will have and maintain all governmental approvals,
licenses, authorizations, orders and consents that are necessary for it to
receive the payments described in this Section 5.

5.3 JHFI shall enter into selling agreements or Soliciting Dealer
Agreements with qualified broker/dealers which require JHFI to pay commissions
or other compensation to each broker/dealer. In such event, JHFI agrees that
the payment of any such commissions or other compensation shall be the sole
responsibility of JHFI upon transfer of such funds from Hancock.

5.4 Compensation will be paid by JHFI to the independent
broker/dealers through John Hancock Funds Insurance Agency, Inc.

6. Indemnification
---------------

6.1 JHFI agrees to indemnify and hold Hancock harmless from and
against any loss, cost, expense, liability, claim or damage incurred by them
(including, but no limited to, fines, penalties, and reasonable attorneys' fees)
arising as a result of any action or inaction of JHFI or its officers or
employees, or of any broker/dealer in connection with the marketing, sale, and
distribution of the Contracts as contemplated by this Agreement and the related
Selling Agreements.

6.2 Hancock agrees to indemnify and hold JHFI harmless from and
against any loss, cost, expense, liability, claim, or damage incurred by JHFI
(including but not limited to, fines, penalties, and reasonably attorneys' fees)
arising as a result of the form of the Contracts, applications, prospectuses,
and Statements of Additional Information (but not including the Fund's
Prospectus or Statement of Additional Information) or marketing materials
created by Hancock related thereto.

4 of 8
<PAGE>

7. Cooperation
-----------

7.1 Hancock and JHFI agree to cooperate with respect to investigating
and settling all claims which may be made against Hancock, JHFI, or any
broker/dealer involving the solicitation of applications for, sale or the
servicing of the Contracts. JHFI shall promptly forward to Hancock any notices
of claim or relevant information concerning a potential claim which may come
into its possession, and shall promptly forward to Hancock any legal papers
served involving such claim.

7.2 JHFI shall immediately notify Hancock, and Hancock shall
immediately notify JHFI, of the issuance by any regulatory body of any order
with respect to its operation or business, or the initiation of any proceeding
for any purpose relating to the sale of the Contracts, and of any other actions
or circumstances that may prevent the lawful offer or sale of any of the
Contracts in any state or jurisdiction. In addition, JHFI shall promptly advise
Hancock if JHFI or John Hancock Insurance Agency, Inc. is or becomes subject to
any proceedings or is sanctioned or suspended (i) by the Securities and Exchange
Commission, or NASD, (ii) by any court, or (iii) by any regulatory authority.

7.3 Hancock and JHVLICO, acting through Hancock, and JHFI agree to
keep all records required by federal and state laws and regulations, to maintain
books, accounts and records so as to clearly and accurately disclose the precise
nature and details of the transactions, and to assist one another in the timely
preparation of records. To the extent that such records maintained by JHVLICO,
Hancock or JHFI (the "Maintaining Party") are necessary to satisfy the
recordkeeping requirements imposed by federal securities laws and regulations on
any other party to this Agreement (the "Responsible Party"), the Responsible
Party hereby appoints the Maintaining Party as its agent for the purpose of
keeping and maintaining such records. As required by Rule 31a-3 under the
Investment Company Act of 1940 and Rule 17a-4(i) under the 1934 Act, such
records will be the exclusive property of the Responsible Party, but that shall
not preclude the Maintaining Party from having access to such data or records or
keeping copies thereof for its own files; and, as the Responsible Party may
request, the Maintaining Party shall, as soon as practicable, deliver to the
Responsible Party or provide the responsible party with reasonable access to,
data or records held by it for the Responsible party pursuant to this Agreement
in a form mutually agreed to by such. Parties in order to comply with 1934 Act
Rule 17a-4(i), with respect to books and records maintained or preserved subject
thereto, the Maintaining Party hereby undertakes to permit examination of such
books and records at any time or from time to time during business hours by
Representatives or designees of the Securities and Exchange Commission ("SEC"),
and to promptly furnish to the SEC or its designee true, correct, complete and
current hard copy of any or all of any part of such books and records.

8. Assignment and Delegation
-------------------------

No assignment of this Agreement or any commissions hereunder or any
interest herein shall be valid unless authorized in advance in writing by an
authorized officer of Hancock. Hancock may allocate or delegate any of its
duties or obligations under this Agreement to any of its subsidiaries or
affiliates.

5 of 8
<PAGE>

9. Termination
-----------

9.1 Either party may terminate this Agreement with or without cause,
by giving sixty (60) days written notice to the other party.

9.2 This Agreement shall terminate automatically in the event the
other party

(a) ceases doing business and elects to be dissolved;

(b) becomes insolvent or admits in writing its inability to pay its
debts as they come due;

(d) has a liquidator, or trustee, or receiver appointed over it's
affairs or a substantial portion of its assets, and such appointment shall not
have been terminated and discharged within thirty (30) days.

9.3 This Agreement shall automatically terminate when required by any
governmental authority or court of law. If any law, regulation, or order or
ruling of any governmental authority or court of law prohibits or makes illegal
compliance by either party with any obligation hereunder, then this Agreement
may be terminated by either party immediately upon written notice to the other
party.

9.4 This Agreement shall automatically terminate in the event the
General Responsibility Agreement between John Hancock Mutual Life Insurance
Company and John Hancock Funds, Inc. is terminated.

9.5 Notwithstanding the foregoing, all conditions, duties, and
obligations of this Agreement will remain in effect with respect to additional
premium payments made under Contracts issued prior to the termination of this
Agreement, including the payment of additional premiums under those Contracts.

10. Notice
------

All notices shall be deemed to have been given three (3) days after
the date mailed in a United States Post Office, enclosed in a certified pre-paid
envelope addressed to the respective parties at the addresses below or at such
other addresses as may have been required in writing by either party to whom
such notice is directed.

Hancock: JHFI:
John Hancock Mutual Life Insurance Company John Hancock Funds, Inc.
John Hancock Place 101 Huntington Avenue
P.O. Box 111 Boston, MA 02119
Boston, MA 02117 Attention: Steve Blair
Attention: Joseph Thomlinson

6 of 8
<PAGE>

11. Waiver
------

The failure to any party to insist, in any one or more instances, on
performance of any of the terms and conditions of this Agreement shall not be
construed as a waiver or relinquishment of any rights granted hereunder or of
the future performance of any term, covenant, or condition, but the obligations
of the parties with respect thereto shall continue in full force and effect.

12. Entire Contract
---------------

This Agreement, together with any other agreements referred to in
Sections 5.1 and 9.4 above, constitutes the entire agreement between the
parties. The headings of the paragraphs of this Agreements are inserted for
convenience only and shall not constitute a part thereof or effect in any way
the meaning or interpretation of this Agreement

No amendments of or other changes to this Agreement shall be valid
unless signed by an authorized officer of each of the parties hereto.

13. Choice of Law
-------------

The laws of the Commonwealth of Massachusetts shall govern all matters
concerning validity, performance and interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate on the day and year first written above.

John Hancock Mutual Life Insurance Company

BY:
----------------------------------------

Title
--------------------------------------

John Hancock Funds, Inc.

BY:
----------------------------------------

Title
--------------------------------------

7 of 8
<PAGE>

APPENDIX A

Compensation Schedule for John Hancock Mutual Life
Insurance Company Individual and Group Combination
MVA/Variable Annuity Contracts

1. JHFI, through John Hancock Funds Insurance Agency, Inc., shall be
paid compensation at the rate of 100 basis points of the premiums received and
accepted by Hancock with respect to any issued Contract subject to the Agreement
of which this Appendix A forms a part, the application for which was solicited
by a Registered Representative of a broker/dealer with whom JHFI has executed a
Soliciting Agreement, the form of which is attached hereto as Appendix B. The
compensation owed to JHFI hereunder shall be reduced by the amount of any
compensation that has been deducted by the broker/dealer from any Hancock
Individual Variable Annuity Premium Account or paid by Hancock directly to the
broker/dealer pursuant to Schedule D of Appendix B hereto.

2. In the event that any Contract is not issued or is fully canceled
within any "Right to Cancel" provision in the Contract, or is fully surrendered
within one year after issuance, Hancock will deduct from any future payments due
under this Appendix A all compensation paid to the broker/dealer and JHFI with
respect to such Contract. If the amount of any charge back under this paragraph
2 exceeds payments due under this Appendix A, then JHFI shall promptly pay
Hancock the amount of the excess following Hancock's written request. JHFI is
solely and ultimately responsible for collection and payment of the charge back
to Hancock. If JHFI does not pay the charge back or excess in question to
Hancock, then Hancock may deduct such charge back or excess from any payments
otherwise due JHFI under any other agreement it may have with Hancock and seek
any remedies available by law to collect any such charge back where payment
cannot be collected under this Agreement.

3. No compensation shall be payable to JHFI with respect to any
issued Contract purchased with funds withdrawn from any Hancock annuity, life,
long term care, disability or mutual fund product. In the event that any
compensation is paid by Hancock for such a purchase, JHFI shall promptly pay
Hancock the excess amount or John Hancock shall have the right to deduct said
amount paid from any future payments due JHFI.

4. If the Agreement to which this Appendix A forms a part terminates,
no further payments of any kind will be made to JHFI except with respect to
Contracts issued prior to the date of such termination. The obligations of
Hancock with respect to compensation payable under paragraph one (1) of this
Appendix A shall continue only with respect to additional premiums received and
accepted by Hancock after the termination of the Agreement to which this
Appendix A forms a part.

<PAGE>
Exhibit 3(b)
JOHN HANCOCK FUNDS INC.
101 HUNTINGTON AVENUE
BOSTON, MA 02199-7603

SOLICITING DEALER AGREEMENT

Date________________

John Hancock Funds, Inc. ("the Distributor" or "Distributor") is the
principal distributor of the shares of beneficial interest (the "securities") of
each of the John Hancock Funds, ("We" or "us"), (the "Funds"). Such Funds are
those listed on Schedule A hereto which may be amended or supplemented from time
to time by the Distributor to include additional Funds for which the Distributor
is the principal distributor. You represent that you are a member of the
National Association of Securities Dealers, Inc., (the "NASD") and, accordingly,
we invite you to become a non-exclusive soliciting dealer to distribute the
securities of the Funds and you agree to solicit orders for the purchase of the
securities on the following terms. Securities are offered pursuant to each
Fund's prospectus and statement of additional information, as such prospectus
and statement of additional information may be amended from time to time. To
the extent that the prospectus or statement of additional information contains
provisions that are inconsistent with the terms of this Agreement, the terms of
the prospectus or statement of additional information shall be controlling.

OFFERINGS
- ---------

1. You agree to abide by the Rules of Fair Practice of the NASD and to all other
rules and regulations that are now or may become applicable to transactions
hereunder.

2. As principal distributor of the Funds, we shall have full authority to take
action as we deem advisable in respect of all matters pertaining to the
distribution. This offer of shares of the Funds to you is made only in such
jurisdictions in which we may lawfully sell such shares of the Funds.

3. You shall not make any representation concerning the Funds or their
securities except those contained in the then-current prospectus or statement of
additional information for each Fund.

4. With the exception of listings of product offerings, you agree not to furnish
or cause to be furnished to any person or display, or publish any information or
materials relating to any Fund (including, without limitation, promotional
materials, sales literature, advertisements, press releases, announcements,
posters, signs and other similar materials), except such information and
materials as may be furnished to you by the
<PAGE>

Distributor or the Fund. All other materials must receive written approval by
the Distributor before distribution or display to the public. Use of all
approved advertising and sales literature materials is restricted to appropriate
distribution channels.

5. You are not authorized to act as our agent. Nothing shall constitute you as
a syndicate, association, joint venture, partnership, unincorporated business,
or other separate entity or otherwise partners with us, but you shall be liable
for your proportionate share of any tax, liability or expense based on any claim
arising from the sale of shares of the Funds under this Agreement. We shall not
be under any liability to you, except for obligations expressly assumed by us in
this Agreement and liabilities under Section 11(f) of the Securities Act of
1933, and no obligations on our part shall be implied or inferred herefrom.

6. Dealer Compliance/Suitability Standards (Class A and Class B Shares) -
Certain mutual funds distributed by the Distributor are being offered with two
or more classes of shares of the same investment portfolio ("Fund") - refer to
each Fund prospectus for availability and details. It is essential that the
following minimum compliance/suitability standards be adhered to in offering and
selling shares of these Funds to investors. All dealers offering shares of the
Funds and their associated persons agree to comply with these general
suitability and compliance standards.

Suitability
- -----------

With two classes of shares of certain funds available to individual
investors, (Class A and Class B), it is important that each investor purchases
not only the fund that best suits his or her investment objective but also the
class of shares that offers the most beneficial distribution financing method
for the investor based upon his or her particular situation and preferences.
Fund share recommendations and orders must be carefully reviewed by you and your
registered representatives in light of all the facts and circumstances, to
ascertain that the class of shares to be purchased by each investor is
appropriate and suitable. These recommendations should be based on several
factors, including but not limited to:

(a) the amount of money to be invested initially and over a period of time;
(b) the current level of front-end sales load or back-end sales load imposed
by the Fund;
(c) the period of time over which the client expects to retain the
investment;
(d) the anticipated level of yield from fixed income funds' Class A and
Class B shares;
(e) any other relevant circumstances such as the availability of reduced
sales charges under letters of intent and/or rights of accumulation.

-2-
<PAGE>

There are instances when one distribution financing method may be more
appropriate than another. For example, shares subject to a front-end sales
charge may be more appropriate than shares subject to a contingent deferred
sales charge for large investors who qualify for a significant quantity discount
on the front-end sales charge. In addition, shares subject to a contingent
deferred sales charge may be more appropriate for investors whose orders would
not qualify for quantity discounts and who, therefore, may prefer to defer sales
charges and also for investors who determine it to be advantageous to have all
of their funds invested without deduction of a front-end sales commission.
However, if it is anticipated that an investor may redeem his or her shares
within a short period of time, the investor may, depending on the amount of his
or her purchase, bear higher distribution expenses by purchasing contingent
deferred sales charge shares than if he or she had purchased shares subject to a
front-end sales charge.

Compliance
- ------------

Your supervisory procedures should be adequate to assure that an appropriate
person reviews and approves transactions entered into pursuant to this
Soliciting Dealer Agreement for compliance with the foregoing standards. In
certain instances, it may be appropriate to discuss the purchase with the
registered representatives involved or to review the advantages and
disadvantages of selecting one class of shares over another with the client.
The Distributor will not accept orders for Class B Shares in any Fund from you
for accounts maintained in street name. Trades for Class B Shares will only be
accepted in the name of the shareholder.

7. Class C Shares - Certain mutual funds distributed by the Distributor may be
offered with Class C shares. Refer to each Fund prospectus for availability and
details. Class C shares are designed for institutional investors and qualified
benefit plans, including pension funds, and are sold without a sales charge or
12b-1 fee. If a commission is paid to you for transactions in Class C shares,
it will be paid by the Distributor out of its own resources.

SALES
- -----

8. Orders for securities received by you from investors will be for the sale
of the securities at the public offering price, which will be the net asset
value per share as determined in the manner provided in the relevant Fund's
prospectus, as now in effect or as amended from time to time, next after receipt
by us (or the relevant Fund's transfer agent) of the purchase application and
payment for the securities, plus the relevant sales charges set forth in the
relevant Fund's then-current prospectus (the "Public Offering Price"). The
procedures relating to the handling of orders shall be subject to our
instructions which we will forward from time to time to you. All orders are
subject to acceptance by us, and we reserve the right in our sole discretion to
reject any order.
-3-
<PAGE>

In addition to the foregoing, you acknowledge and agree to the initial and
subsequent investment minimums, which may vary from year to year, as described
in the then-current prospectus for each Fund.

9. You agree to sell the securities only (a) to your customers at the public
offering price then in effect, or (b) back to the Funds at the currently quoted
net asset value.

10. The amount of sales charge to be reallowed to you (the "Reallowance") as a
percentage of the offering price is set forth in the then-current prospectus of
each Fund.

If a sales charge on the purchase is reduced in accordance with the
provisions of the relevant Fund's then-current prospectus pertaining to "Methods
of Obtaining Reduced Sales Charges," the Reallowance shall be reduced pro rata.

11. We shall pay a Reallowance subject to the provisions of this agreement as
set forth in Schedule B hereto on all purchases made by your customers pursuant
to orders accepted by us (a) where an order for the purchase of securities is
obtained by a registered representative in your employ and remitted to us
promptly by you, (b) where a subsequent investment is made to an account
established by a registered representative in your employ or (c) where a
subsequent investment is made to an account established by a broker/dealer other
than you and is accompanied by a signed request from the account shareholder
that your registered representative receive the Reallowance for that investment
and/or for subsequent investments made in such account. If for any reason, a
purchase transaction is reversed, you shall not be entitled to receive or retain
any part of the Reallowance on such purchase and shall pay to us on demand in
full the amount of the Reallowance received by you in connection with any such
purchase. We may withhold and retain from the amount of the Reallowance due you
a sum sufficient to discharge any amount due and payable by you to us.

12. Certain of the Funds have adopted a plan under Investment Company Act Rule
12b-1 ("Distribution Plan" as described in the prospectus). To the extent you
provide distribution and marketing services in the promotion of the sale of
shares of these Funds, including furnishing services and assistance to your
customers who invest in and own shares of such Funds and including, but not
limited to, answering routine inquiries regarding such Funds and assisting in
changing distribution options, account designations and addresses, you may be
entitled to receive compensation from us as set forth in Schedule C hereto. All
compensation, including 12b-1 fees, shall be payable to you only to the extent
that funds are received and in the possession of the Distributor.

-4-
<PAGE>

13. We will advise you as to the jurisdictions in which we believe the shares
have been qualified for sale under the respective securities or "blue sky" laws
of such jurisdictions, but we assume no responsibility or obligations as to your
right to sell the shares of the Funds in any state or jurisdiction.

14. Orders may be placed through:
John Hancock Funds, Inc.
101 Huntington Avenue
Boston, MA 02199-7603
1-800-338-4265

SETTLEMENT
- ----------

15. Settlements for wire orders shall be made within five business days after
our acceptance of your order to purchase shares of the Funds. Certificates,
when requested, will be delivered to you upon payment in full of the sum due for
the sale of the shares of the Funds. If payment is not so received or made, we
reserve the right forthwith to cancel the sale, or, at our option, to liquidate
the shares of the Fund subject to such sale at the then prevailing net asset
value, in which latter case you will agree to be responsible for any loss
resulting to the Funds or to us from your failure to make payments as aforesaid.

INDEMNIFICATION
- ---------------

16. The parties to this agreement hereby agree to indemnify and hold harmless
each other, their officers and directors, and any person who is or may be deemed
to be a controlling person of each other, from and against any losses, claims,
damages, liabilities or expenses (including reasonable fees of counsel), whether
joint or several, to which any such person or entity may become subject insofar
as such losses, claims, damages, liabilities or expenses (or actions in respect
thereof) arise out of or are based upon, (a) any untrue statement or alleged
untrue statement of material fact, or any omission or alleged omission to state
a material fact made or omitted by it herein, or, (b) any willful misfeasance or
gross misconduct by it in the performance of its duties and obligations
hereunder.

17. NSCC Indemnity - Shareholder and House Accounts - In consideration of the
Distributor and John Hancock Investor Services Corporation ("Investor Services")
liquidating, exchanging, and/or transferring unissued shares of the Funds for
your customers without the use of original or underlying documentation
supporting such instructions (e.g., a signed stock power or signature
guarantee), you hereby agree to indemnify the Distributor, Investor Services and
each respective Fund against any losses, including reasonable attorney's fees,
that may arise from such liquidation,

-5-
<PAGE>

exchange, and/or transfer of unissued shares upon your direction. This
indemnification shall apply only to the liquidation, exchange and/or transfer of
unissued shares in shareholder and house accounts executed as wire orders
transmitted via NSCC's Fund/SERV system. You represent and warrant to the
Funds, the Distributor and Investor Services that all such transactions shall be
properly authorized by your customers.

The indemnification in this Section 16 shall not apply to any losses
(including attorney's fees) caused by a failure of the Distributor, Investor
Services or a Fund to comply with any of your instructions governing any of the
above transactions, or any negligent act or omission of the Distributor,
Investor Services or a Fund, or any of their directors, officers, employees or
agents. All transactions shall be settled upon your confirmation through NSCC
transmission to Investor Services.

MISCELLANEOUS
- --------------

18. We will supply to you at our expense additional copies of the prospectus
and statement of additional information for each of the Funds and any printed
information supplemental to such material in reasonable quantities upon request.

19. Any notice to you shall be duly given if mailed or telegraphed to you at
your address as registered from time to time with the NASD.

20. Miscellaneous provisions, if any, are attached hereto and incorporated
herein by reference.

21. This agreement, which shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, may be terminated by any party hereto at any time
upon written notice. This agreement may not be assigned except by written
consent of all the parties.

22. In the event your firm is appointed or selected by us to sell insurance
related securities products, this agreement will be supplemented by Schedule D,
which will enumerate the terms, including additional terms, and conditions of
the distribution by you of such products, and such schedule is hereby
incorporated herein by reference and made a part of this Soliciting Dealer
Agreement.

In the case of any conflict between this Soliciting Dealer Agreement and
Schedule D with respect to insurance related securities products, Schedule D
shall control.

-6-
<PAGE>

John Hancock Funds, Inc.

SCHEDULE A
<PAGE>

John Hancock Funds, Inc.

SCHEDULE B

Dated January 1, 1995 to the
Soliciting Dealer Agreement Relating to Shares of
John Hancock Funds

I. Reallowance
-----------

The Reallowance paid to the selling Brokers for sales of John Hancock Funds
is set forth in each Fund's then-current prospectus. No Commission will be paid
on sales of John Hancock Cash Management Fund or any John Hancock Fund that is
without a sales charge. Purchases of Class A shares of $1 million or more, or
purchases into an account or accounts whose aggregate value of fund shares if $1
million or more will be made at net asset value with no initial sales charge.
On purchases of this type, John Hancock Funds, Inc. will pay a commission as set
forth in each Fund's then-current prospectus. John Hancock Funds, Inc. will pay
Brokers for sales of Class B shares of the Funds a marketing fee as set forth in
each Fund's then-current prospectus.
<PAGE>

JOHN HANCOCK FUNDS, INC.

SCHEDULE C

Dated September 8, 1995 to the
Financial Institution Sales and Service Agreement Relating to Shares of
John Hancock Funds

First Year Service Fees
-----------------------

Pursuant to the Distribution Plan applicable to each of the Funds listed in
Schedule A, John Hancock Funds, Inc. will advance to you a First Year Service
Fee related to the purchase of Class A shares (only if subject to sales charge)
or Class B shares of any of the Funds, as the case may be, sold by your firm.
This Service Fee will be compensation for your personal service and/or the
maintenance of shareholder accounts ("Customer Servicing") during the twelve-
month period immediately following the purchase of such shares, in the amount
not to exceed .25 of 1% of net assets invested in Class A shares or Class B
shares of the Fund, as the case may be, purchased by your customers.

Service Fee Subsequent to the First Year
----------------------------------------

Pursuant to the Distribution Plan applicable to each of the Funds listed in
Schedule A, the Distributor will pay you quarterly, in arrears, a Service Fee
commencing at the end of the twelve-month period immediately following the
purchase of Class A shares (only if subject to sales charge) or Class B shares,
as the case may be, sold by your firm, for Customer Servicing, in an amount not
to exceed .25 of 1% of the average daily net assets attributable to the Class A
shares or Class B shares of the Fund, as the case may be, purchased by your
customers, provided your firm has under management with the Fund combined
average daily net assets for the preceding quarter of no less than $1 million,
or an individual representative of your firm has under management with the Funds
combined average daily net assets for the preceding quarter of no less than
$250,000 (an "Eligible Firm").

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

Effective October 1, 1995 for Financial Institutions that have entered into a
-----------------------------------------------------------------------------
Wrap Fee Agreement with the Distributor, the following provisions shall apply
- -----------------------------------------------------------------------------
with respect to the payment of service fees:
- -------------------------------------------

Pursuant to the Distribution Plan applicable to each of the Funds listed in
Schedule A, the Distributor will pay you quarterly, in arrears, a Service Fee
commencing immediately following the purchase of Class A shares at net asset
value
<PAGE>

sold by your firm, for Customer Servicing, in an amount not to exceed .25
of 1% of the average daily net assets attributable to the Class A shares of the
Fund purchased by your customers, provided your firm has under management with
John Hancock Funds combined average daily net assets (in any class of shares of
funds listed on Schedule A plus assets in wrap (fee-based) accounts) for the
preceding quarter of no less than $1 million, or an individual representative of
your firm has under management with the Funds combined average daily net assets
for the preceding quarter of no less than $250,000 (an "Eligible Firm"). This
section is only applicable to firms which have executed the SUPPLEMENT TO THE
FINANCIAL INSTITUTION SALES AND SERVICE AGREEMENT specifically applicable to
fee-based arrangements.
<PAGE>

SOLICITING DEALER

________________________________________________
Name of Organization

By: ________________________________________________
*Authorized Signature of Soliciting Dealer

________________________________________________
Please Print or Type Name

________________________________________________
Title

________________________________________________
Print or Type Address

________________________________________________
Telephone Number

Date: ________________________________________________

In order to service you efficiently, please provide the following
information on your Mutual Funds Operations Department:

Operations Manager:______________________________________

Order Room Manager:______________________________________

Operations Address:________________________________________

________________________________________

Telephone:___________________ Fax:________________________

TO BE COMPLETED BY: TO BE COMPLETED BY:
JOHN HANCOCK FUNDS, INC. JOHN HANCOCK INVESTOR
SERVICES CORPORATION

By:_________________________ By:______________________

_________________________ ______________________
Title Title

DEALER NUMBER:_________________________________

*If Schedule D is part of this Soliciting Dealer Agreement, a separate execution
provided on Schedule D will be applicable.
<PAGE>

JOHN HANCOCK FUNDS, INC.

SCHEDULE D
To Soliciting Dealer Agreement

Related to Individual and Group Variable Annuity and
Combination MVA/Variable Annuity Contracts (the "Contracts")
issued by John Hancock Variable Life Insurance Company

Dated August __, 1996

1. General Authorization
---------------------

John Hancock Mutual Life Insurance Company ("John Hancock") has entered into
a Marketing and Distribution Agreement with John Hancock Funds, Inc.
("Distributors") authorizing Funds to distribute the Contracts (which term, when
used herein, includes certificates under Group Contracts) through selected
dealers who have current Soliciting Dealer Agreements executed between
Distributor and such Soliciting Broker Dealer. Compensation will be paid to the
Soliciting Dealer through John Hancock Insurance Agency, Inc., a wholly-owned
subsidiary of John Hancock Funds, Inc. (see "Compensation" below).

Subject to the terms and conditions contained in this Schedule D, John
Hancock, as principal underwriter of the Contracts, and Distributors, as the
principal distributor of the Contracts appoint Broker/Dealer (including its
Associated Insurance Agency) as a non-exclusive Broker/Dealer for soliciting
applications for the Contracts and Broker/Dealer accepts such appointment.

For the purpose of compliance with any applicable federal or state securities
laws or regulations, Broker/Dealer acknowledges and agrees that in performing
the services covered by the Agreement, it is acting in the capacity of an
independent "broker" or "dealer" as defined by the By-Laws of the NASD and
neither it nor any associated agency is an agent or employee of John Hancock or
John Hancock Variable Life Insurance Company (collectively "Hancock"). In
furtherance of its responsibilities as a broker or dealer, the Broker/Dealer
acknowledges that it is responsible for statutory and regulatory compliance in
securities transactions involving all business activity and business produced by
its Registered Representatives (as defined below) concerning the Contracts.
Broker/Dealer shall maintain errors and omissions coverage in an amount
acceptable to Hancock and Distributor at all times during which this Agreement,
or any provision hereof, is in effect.
<PAGE>

For the purpose of compliance with any applicable state insurance laws or
regulations, the Broker/Dealer acknowledges and agrees that persons selected by
it to distribute and sell the Contracts must be properly licensed to represent
Hancock in accordance with securities laws and the state insurance laws of those
jurisdictions in which the Contracts may be lawfully distributed and in which
they solicit applications for the Contracts. Broker/Dealer and its Registered
Representatives shall strictly comply with all applicable securities and
insurance laws and regulations, including all applicable rules of the NASD, in
soliciting applications for Contracts, and in performing all of their other
obligations and functions under this agreement.

2. Scope of Authority
------------------

The Broker/Dealer shall be authorized to: (a) receive applications for
Contracts; (b) receive for forwarding to Hancock the premiums paid in connection
with any such application; (c) deliver the Contract issued to the applicant by
Hancock; and (d) collect premiums for forwarding to Hancock via applicants
brokerage accounts as specifically directed by any such applicant who has
authorized the Broker/Dealer to act on their behalf. Broker/Dealer agrees to
indemnify Hancock and the Distributor for any claim arising from or connected to
such client brokerage account, including claims related to misappropriation of
funds and the failure to act in accordance with the related brokerage account
agreement.

Neither the Broker/Dealer nor any of its "Related Persons" (defined to
include its Registered Representatives, Associated Agencies, employees or
agents) is authorized (a) to alter any application or Contract; (b) to collect
or in any manner receive premiums from applicants in the form of checks, money
orders or electronic funds transfers payable to any person or entity other than
Hancock; (c) to waive any forfeiture; (d) to make any settlement of any claim or
claims; (e) to rebate any portion of a payment to any party either directly or
indirectly; or (f) to perform any function other than as expressly authorized in
the preceding paragraph.

The Broker/Dealer agrees that it and its related persons will sell Contracts
and process all transactions with respect to the Contracts in accordance with
the insurance and securities laws of the state or states in which they are
licensed to transact business and all applicable federal laws.

Neither the Broker/Dealer nor any of its related persons shall publish,
circulate or use any advertising material with respect to Hancock, John Hancock
Declaration Trust (the "Series Fund") or Hancock's insurance products without
express written authorization from an authorized officer of the Distributor. As
used herein, the term "advertising" means any material designed to create
interest in Hancock's products or to induce any person to purchase Hancock's
products including, without limitation, any of the following: (a) printed and
published material, descriptive literature used in direct mail, newspapers,
magazines, radio, telephone and television scripts, billboards, computer
displays and similar displays; (b) descriptive literature and sales aids of all
<PAGE>

kinds, including but not limited to circulars, leaflets, booklets, depiction's,
illustrations and form letters; (c) material used for recruitment, training and
education of agents and Registered Representatives which is designed to be used
or is used to induce the public to purchase Hancock's products; (d) prepared
sales talks, presentations and material for use by agents and Representatives in
private or public seminars or any other setting; and (e) the use of the Hancock
name or logo or any other identifiers referring directly or indirectly to
Hancock, the Distributor or any of their affiliates or the Series Fund.

Neither the Broker/Dealer nor any of its related persons shall alter,
obliterate, deface or remove any trade name, brand, trademark or service mark of
Hancock. The Broker/Dealer may use Hancock's name and trademark (i) as
expressly contemplated by this Schedule D, or (ii) otherwise only upon prior
written approval by us. The Broker/Dealer and its related persons shall
immediately cease the use of Hancock's name and all trademarks, service marks or
other proprietary rights of Hancock upon termination of this Agreement.

3. Duties of the Broker/Dealer
---------------------------

The Broker/Dealer will select persons to be employed and supervised by it who
will be trained and are qualified to solicit applications for the Contracts in
conformance with applicable state and federal laws and regulations ("Registered
Representatives"). The Broker/Dealer shall also be charged with sole
responsibility to perform background reviews of all agents appointed to sell the
contracts. Registered Representatives will be registered representatives of the
Broker/Dealer in accordance with the rules of the NASD and they will be properly
licensed to represent Hancock in accordance with the state insurance laws of
those jurisdictions in which the Contracts may lawfully be distributed and in
which they solicit applications for such Contracts. Hancock shall be
responsible for the initial appointment fee, with the sole discretion to pay
renewal fees as Hancock may determine from time to time.

The Broker/Dealer will ensure that its Registered Representatives shall not
make recommendations to applicants to purchase Contracts in the absence of
reasonable grounds to believe the purchase of each Contract is suitable for the
applicant. The procedure will include, but is not limited to, review of all
proposals and applications for Contracts for suitability and completeness and
correctness as to form; as well as review and endorsement on an internal record
of the Broker/Dealer of the transactions. The Broker/Dealer will promptly
forward to Distributor, or its designee, all applications found suitable,
together with any payments received with the applications, without deduction or
reduction not expressly permitted by this Agreement. Hancock reserves the right
to reject any Contract application and return any payment made in connection
with an application which is rejected. The Broker/Dealer shall ensure delivery
of the current prospectus for the Contracts and the Series Fund, together with
all current supplements thereto, to every applicant for a Contract at or prior
to the time that an application form or other sales literature or advertising
material, as defined above, is submitted to the
<PAGE>

applicant (other than materials submitted in compliance with Rules 134 or 482
under the Securities Act of 1933 (the "1933 Act"). JHFI shall at all times keep
the Broker/Dealer informed of the dates of the appropriate current prospectuses
and any supplements thereto.

The Broker/Dealer and its related persons will perform the selling functions
required by this Agreement only in accordance with the terms and conditions of
the then current prospectus applicable to the Contracts and will make no
representations not included in the current prospectus or Statement of
Additional Information ("SAI") for the Contracts, the current prospectus for the
Series Fund, any current supplements to such prospectus and SAI's or in any
"advertising" material used in compliance with Section 2 above or any other
supplemental material approved in writing by the Distributor and Hancock.
Material prepared or used by the Broker/Dealer or its related persons, which
describes or must describe the Contracts, or uses the name Hancock or the logos
or Service Marks of Hancock must be approved by Hancock and the Distributor in
writing prior to any such use.

4. Duties of the Distributor
-------------------------

Hancock has appointed Distributor as its Wholesaler/Marketing Administrator
to provide the following services to Broker/Dealers. Distributor reserves the
right to assign a portion or portions of its responsibilities herein, including
but not limited to the servicing of the Contracts, to an affiliate, John Hancock
Investor Services Corporation. Certain other responsibilities include the
distribution of Commission payments to the Broker Dealer may be delegated to
John Hancock Insurance Agency, Inc.

(a) Initial and ongoing due diligence with respect to the Contracts and to
provide Broker/Dealers with current due diligence reports upon
request;

(b) obtain certifications from the Broker Dealers that they have the
appropriate state insurance licenses to solicit sales of the Contract;

(c) Provide an 800 number customer service unit to render pre and post
sales and servicing assistance to the Broker/Dealer and its staff with
respect to Contracts;

(d) Supply all standard Contracts and Series Fund prospectuses, any
current supplements thereto and product brochures as well as the
relevant administrative forms for the processing of applications;

(e) Provide assistance and advice to the Broker/Dealers regarding the
preparation of any other sales and marketing material, provided
however, that the cost of any other such marketing material, including
direct mail literature, special signage, or approved changes in the
material supply, will be the Broker/Dealer's responsibility;
<PAGE>

(f) Notify Broker/Dealers of the jurisdiction in which the Contracts are
available for sale and the issuance of any stop order or any Federal
or state judicial or regulatory proceeding which would prevent the
sale of Contracts in any jurisdiction.

5. Duties of Hancock
-----------------

Hancock shall be responsible for obtaining the approval of the forms of
contracts and applications which are the subject of this Agreement from the
applicable regulatory authorities.

Hancock reserves the right to withdraw, change or modify any Contracts and
applications covered by this Agreement or to withdraw wholly or in part from the
marketing of Contracts in any jurisdiction without incurring any liability or
obligation to the Broker/Dealer or any Registered Representative. Upon notice
of such termination, the Broker/Dealer agrees to immediately cease all offers
and sales of Contracts, and to notify its Registered Representatives of the
withdrawal of such authority. It is understood that Hancock retains the right
to reject or terminate the authorization of any Registered Representative with
or without the agreement of the Broker/Dealer.

Hancock reserves the right to revise all Contract related forms and the
design of the features of the Contracts at any time in any manner it deems
necessary.

6. Accounting
----------

All premiums received for Hancock by the Broker/Dealer by reason of this
Agreement, shall belong to Hancock and shall be received and held by the
Broker/Dealer in a fiduciary capacity only. All such premiums (together with
all applications and related information) shall be delivered promptly to
Hancock, through the Distributor, and/or John Hancock Insurance Agency, Inc.

7. Compensation
------------

As full and sole compensation for Broker/Dealer's faithful performance, the
Distributor, through John Hancock Insurance Agency, Inc., shall pay, and
Broker/Dealer shall be entitled to receive, commissions on premiums collected by
Hancock according to the applicable rate of commission stated herein below. In
the event of any return of a Contract within any "Right to Cancel" period, or in
the event that Hancock rejects an application, any related compensation paid to
the Broker/Dealer will be refunded by the Broker/Dealer directly to Distributor
without Distributor or Hancock incurring any liability or offset for any
compensation payable to the Broker/Dealer. If for any reason during the first
policy year, a purchase transaction is reversed, you shall not be entitled to
receive or retain any part of the Reallowance on such purchase and shall pay to
us on
<PAGE>

demand in full the amount of the Re-allowance due you a sum sufficient to
discharge any amount due and payable by you to us.

Broker/Dealer shall be paid or entitled to commission calculated on the
basis of gross written premium received and forwarded to Hancock, through the
Distributors subsidiary, John Hancock Insurance Agency, Inc., in accordance with
Hancock's requirements. John Hancock reserves the right to change or amend the
terms of the commission rates at any time upon written notice to the
Broker/Dealer. The Broker/Dealer agrees that neither Hancock nor the
Distributor shall have any liability with respect to any compensation payable to
any Registered Representatives.

No compensation shall be payable to the Broker/Dealer with respect to any
issued Contract purchased with funds withdrawn from any Hancock annuity, life,
long term care, disability or mutual fund product. In the event that any
compensation is paid to the Broker/Dealer for such a purchase, the Broker/Dealer
shall promptly pay the Distributor [through John Hancock Insurance Agency, Inc.]
the excess amount or the Distributor shall have the right to deduct said amount
paid from any future payment due the Broker/Dealer.

If this Agreement terminates, no further payments of any kind will be made
to the Broker/Dealer except with respect to Contracts issued prior to the date
of such termination. The obligations of Hancock with respect to compensation
payable under Section 7 shall continue only with respect to additional premiums
received and accepted by Hancock after the termination of the Agreement to which
this Schedule D forms a part.

Commissions:

There are three alternatives that a broker may choose from:

- ----------------------------------------
Ages 0-80 Ages 81-85
- ----------------------------------------
<S> <C> <C>
No Trail 5.50% 2.75%
- ----------------------------------------
25 B.P. Trails 4.75% 2.37%
- ----------------------------------------
75 B.P. Trails 2.00% 1.00%
- ----------------------------------------
</TABLE>

Trails will be payable beginning at the end of the first contract year.
There will be a commission chargeback of 100% on amounts withdrawn in the first
contract year including the 10% free amount.

8. Indemnification
---------------

(1) Broker/Dealer agrees to indemnify and hold harmless the Series Fund,
Hancock, its direct and indirect subsidiaries and affiliates, including (without
limitation)
<PAGE>

the Distributor, and each their directors, trustees and officers, against any
losses, claims, damages or liabilities to which the Series Fund, Hancock, or its
subsidiaries, or affiliates, the Distributor or any such director Trustee or
officer may become subject under the 1933 Act, any state insurance laws or
otherwise insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon:

(a) any unauthorized use of advertising (see Section 2 hereof) materials
or any verbal or written misrepresentations or any unlawful sales
practices concerning a Contract by Broker/Dealer or any of its related
persons; or

(b) claims by agents or Registered Representatives or employees of
Broker/Dealer or any affiliated Agency. for commissions or other
compensation or remuneration of any type; or

(c) failure by the Broker/Dealer or any of its related persons to comply
with all applicable state insurance laws and regulations including but
not limited to state licensing requirements, rebate laws and
replacement regulations, as well as all requirements of state and
federal securities laws; or

(d) failure by the Broker/Dealer or any of its related persons to comply
with the provisions of this agreement, and any Agreement made to
receive and process any premiums collected from applicants.

Broker/Dealer will reimburse the Series Fund, Hancock and Distributor, and each
of their direct or indirect subsidiaries or affiliates, and each of their
directors, trustees or officers for any legal or other expenses they reasonably
incur in connection with investigating or defending any such loss, claim,
damage, liability, or action.

(2) Hancock and Distributor agree to indemnify and hold harmless
Broker/Dealer and each person who controls or is associated with Broker/Dealer
against any losses, claims, damages or liabilities, joint or several, to which
Broker/Dealer or such controlling or associated person may become subject under
the 1933 Act or otherwise insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact required to be stated
therein, or necessary to make the statements therein not misleading, contained
(i) in any registration statement or other document executed by Hancock
specifically for the purpose of qualifying a Contract for sale under the laws of
any jurisdiction or (ii) in any prospectus or SAI (or any supplement thereto) or
any other written information or sales material authorized and supplied or
furnished by Hancock or the Distributor in connection with the offer and sale of
the Contracts.

(3) The provisions of this Section 8 shall survive the termination of this
Agreement.
<PAGE>

9. Cooperation
-----------

The Broker/Dealer and Distributor jointly agree to fully cooperate with
each other and Hancock in any insurance or securities regulatory investigation
or proceeding or judicial proceeding arising in connection with any Contact.
The Broker/Dealer shall promptly forward to Distributor any notice of claim or
relevant information concerning a potential claim which may come into its
possession, and shall promptly forward to Distributor any legal papers served
involving such claim.

The Broker/Dealer shall immediately notify Distributor of the issuance by
any regulatory body of any order with respect to the operation or business of
the Broker/Dealer, or the initiation of any proceeding for any purpose relating
to the sale of the Contracts, and of any other actions or circumstances that may
prevent the lawful offer or sale of any of the Contracts in any state or
jurisdiction. In addition, the Broker-Dealer shall promptly adviser Distributor
if the Broker-Dealer or any of its Associated Agencies or a Registered
Representative is or becomes subject to any proceedings or is sanctioned or
suspended (i) by the Securities and Exchange Commission ("SEC") or NASD, (ii) by
any court, or (iii) by any state regulatory authority.

10. Assignment
----------

The Broker/Dealer may assign rights or obligations under this Agreement to
any insurance agency that is an deemed an associated person of the
Broker/Dealer, within the meaning of Section 3(a)(18) of the Securities Exchange
Act of 1934, to the extent necessary of appropriate in order to comply with
applicable insurance laws or regulations. If obligations under this Agreement
are assigned to such an Associated Agency as permitted herein, the Broker/Dealer
shall not be relieved of any such obligations. The Broker/Dealer agrees that it
and any of its Associated Agencies will conduct any such networking arrangements
in compliance with any such Associated Agency as a broker/dealer. No other
assignment of this Agreement by the Broker/Dealer or any commission hereunder or
any interest herein shall be valid unless authorized in advance in writing by,
authorized officers, respectively, of Hancock and Distributor.

11. Termination
-----------

Notwithstanding the termination of the Soliciting Dealer Agreement, all the
conditions, duties and obligations of the parties under this Schedule D shall
remain in effect with respect to any outstanding Contracts issued prior to such
termination.

John Hancock Mutual Life Insurance Company

BY: __________________________________

Title: _______________________________
<PAGE>

John Hancock Funds, Inc.

BY: ____________________________________

Title: _________________________________

John Hancock Insurance Agency, Inc.

BY: ____________________________________

Title: _________________________________

Broker/Dealer (including its Associated Insurance Agency)

BY: ____________________________________

Title: _________________________________

<PAGE>

Exhibit 4(a)

[LOGO OF JOHN
HANCOCK APPEARS HERE] Mutual Life Insurance Company John Hancock Place
PO Box 111
Boston, Massachusetts 02117

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
(the "Company")

CONTRACT HOLDER: Declaration Insurance and Investors Trust
ANNUITY CONTRACT NUMBER: 12345
COMBINATION VARIABLE/MODIFIED GUARANTEED GROUP ANNUITY: 00000
John Hancock Mutual Life Insurance Company agrees to provide the benefits,
rights and privileges as stated in this contract. This contract is issued in
consideration of the master application for this contract and payment of the
premium. A certificate evidencing participation under this contract will be
issued to each member of the eligible group from which we receive a fully
completed enrollment application and the required premium contribution.
If a certificate is in force under this contract on such certificate's Date of
Maturity, we will pay an Annuity to the Annuitant under such certificate, unless
otherwise directed by the Participant. The variable and fixed portions of each
Annuity payment will be determined in accordance with Section 15. The variable
portion may increase or decrease depending upon the investment experience of the
Subaccounts in which the Net Premiums are invested. Unless another option
offered in Section 16 is elected by the Participant, Annuity payments will be
payable for a Duration of 10 years and as long thereafter as the Annuitant
lives. Variable annuity payments will not decrease if the annual rate of
investment return earned on assets of the Subaccounts is approximately 4.90%
before deductions made directly to such Subaccounts of approximately 1.40% per
annum.
By written notice, the Participant may change the Date of Maturity at any time
provided the Date elected is: (i) not later than the Annuitant's 90th birthday;
(ii) at least 31 days after the written notice; and (iii) at least twelve months
after the date the first premium is applied to the certificate. If no other
election is made, the Date of Maturity will be as shown in the application.
A Death Benefit, as stated in Section 9, will be payable if the Annuitant's
death occurs before the Date of Maturity and before the Surrender Date.The Date
of Issue of this group annuity contract is [December 1, 1995].
10 Day Right to Cancel - The certificate may be returned by delivering or
mailing it within 10 days after its receipt to the Company at Boston,
Massachusetts, or to the agent or agency office through which it was delivered,
with a written request for cancellation. Immediately on such delivery or
mailing, the certificate shall be deemed void from the beginning and a refund
will be made within 10 days. The amount refunded will be the sum of (i) and
(ii) where (i) is the difference between the premiums paid, including any fees
or other charges, and the amounts, if any, allocated to the Separate Account
under the certificate and (ii) is the Accumulated Value of the certificate, or,
if the certificate does not have an Accumulated Value, the reserve for the
certificate on the date of cancellation attributable to the amounts so
allocated.
THE CERTIFICATE CONTAINS A MARKET-VALUE ADJUSTMENT FORMULA. OPERATION OF TH E
FORMULA MAY RESULT IN BOTH UPWARD AND DOWNWARD ADJUSTMENTS IN CASH SURRENDER
BENEFITS. NO MARKET VALUE ADJUSTMENT WILL APPLY TO DEATH BENEFIT PROCEEDS NOR
WILL AN ADJUSTMENT APPLY TO WITHDRAWALS OR TRANSFERS AT THE END OFA GUARANTEE
PERIOD.

Signed for the Company at Boston, Massachusetts.

President Secretary

Combination Variable/Modified Guarantee Annuity - Annuity payable to the
Annuitant beginning on the Date of Maturity for a Duration of 10 years and as
long thereafter as the Annuitant lives.
All benefits, payments and values under the certificate which are based on the
investment experience of a Separate Account are variable and not guaranteed as
to fixed dollar amount.

John Hancock Servicing Office
P.O. Box 9298
Boston, Massachusetts 02205-9298
Telephone [800-824-0335]
<PAGE>

CONTRACT PROVISIONS
<TABLE>
<CAPTION>

Numerical Guide Alphabetical Guide

Section Section
- ------- -------
<S> <C>
1. Definitions 7. Accumulations
2. Interpretation of Contract Provisions 22. Annual Statement
3. Participant, Beneficiary 19. Assignment
4. The Contract 10. Certificate Fee and Rider Charges
5. Premiums 20. Claims of Creditors
6. Investment/Transfer Options 12. Contingent Deferred Sales Load
7. Accumulations 4. The Contract
8. Valuation Procedures 15. Conversion
9. Death Benefit 9. Death Benefit
10. Certificate Fee and Rider Charges 1. Definitions
11. Partial Withdrawals 2. Interpretation of Contract Provisions
12. Contingent Deferred Sales Load 6. Investment/Transfer Options
13. Market Value Adjustment 13. Market Value Adjustment
14. Surrender Provision 23. Miscellaneous
15. Conversion 18. Misstatements
16. Settlement Provisions 11. Partial Withdrawals
17. Proof Required for Payment 3. Participant, Beneficiary
18. Misstatements 5. Premiums
19. Assignment 17. Proof Required for Payment
20. Claims of Creditors 21. Right to Make Changes
21. Right to Make Changes 16. Settlement Provisions
22. Annual Statement 14. Surrender Provision
23. Miscellaneous 8. Valuation Procedures
</TABLE>

2
<PAGE>

- --------------------------------------------------------------------------------
1. DEFINITIONS
- --------------------------------------------------------------------------------

The following terms are commonly used throughout this annuity contract:

The term "Account", unmodified, means a Subaccount or a Guarantee Period.

The term "Accumulated Value" means the value of the certificate on any date
prior to the commencement of annuity payments. This value equals the sum of (i)
the Accumulated Values for all Subaccounts and (ii) the Accumulated Value of the
certificate in the MVA Fixed Account. The Accumulated Value for each Subaccount
as of any date will equal the number of Accumulation Units for that Subaccount
then credited to the certificate multiplied by the Accumulation Unit Value for
that Subaccount on that date. Accumulated Value for the MVA Fixed Account is
defined in Section 7.

The term "Accumulation Unit" means a unit of measurement used in determining the
value of the certificate prior to the commencement of annuity payments. The
Accumulation Unit Value for each Subaccount will reflect the investment
experience of that Subaccount. It will vary in dollar amount.

The term "Annuitant" means, for any given annuity certificate, the individual
designated as such in the application for the certificate.

The term "Annuity Unit" means a unit of measurement used in determining the
amount of the variable portion of each Annuity payment. The value of an Annuity
Unit for each Subaccount will depend on the assumed investment rate and the
investment experience of that Subaccount. It will vary in dollar amount.

The term "Beneficiary" is defined in Section 3.

The term "Certificate Year" means, for any given certificate, the 12 month
period beginning on the Date of Issue and each 12 month period thereafter.

The term "Contingent Deferred Sales Load" ("CDSL") is defined in Section 12.

The term "Date of Issue" means, the date shown in Section 1 of the certificate.

The term "Date of Maturity" is the date annuity payments under the certificate
begin, in accordance with Section 15.

The term "Free Withdrawal Value" means, for any Certificate Year, an amount
totaling 10% of the Accumulated Value calculated as of the first day of the
Certificate Year, reduced by any prior withdrawals made during the Certificate
Year.

The term "Fund" means each division of a Series Fund which has a specific
investment objective.

The term "In force" means that the Annuitant is living, Surrender Value of the
certificate has not become payable, and the certificate has not been terminated
in accordance with the "Premiums" provision in Section 5.

The term "Guarantee Period" refers to the Guarantee Period elected under the
Market Value Adjusted Fixed Account.

The term "Last Valuation Date" means the earliest of the Date of Maturity, the
Surrender Date, and the date of the Annuitant's death.

The term "Market Value Adjustment" is defined in Section 13.

The term "Market Value Adjustment Factor" is defined in Section 13.

The term "MVA Value Adjusted ("MVA") Fixed Account" means, unmodified, a
separate investment account established by us pursuant to applicable law in
which you are eligible to invest under the certificate.

The term "Measuring Person" means the person on whose life annuity payments will
be based.

3
<PAGE>

The term "Net Premium" means the premium paid less any applicable taxes based on
the amount of premium payment.

The term "Partial Withdrawal" is defined in Section 11.

The term "Participant" is the person names as such in the application and who
meets the eligibility requirements of the group contractholder.

The term "Payment" means, unless otherwise stated, payment at our Servicing
Office in Boston, Massachusetts.

The term "Separate Account", unmodified, means a separate investment account
established by us pursuant to applicable law in which the Participant is
eligible to invest under the certificate.

The term "Series Fund" means a series type mutual fund registered under the
Investment Company Act of 1940 (the Act) as an open-end diversified management
investment company.

The term "Subaccount", means each division of a Separate Account. The assets of
each Subaccount are invested solely in shares of the corresponding Fund of a
Series Fund.

The term "Surrender Date" means the date of receipt of written notice of
surrender under Section 14.

The term "Surrender Value" means the Accumulated Value of the certificate,
adjusted by any Market Value Adjustment, less, if applicable, any certificate
fees, any income taxes withheld, any rider charges, any deduction for premium
taxes or similar taxes, and any CDSL.

The term "Valuation Date" means any date on which the New York Stock Exchange is
open for trading and on which the Fund values its shares.

The term "Valuation Period" means that period of time from the beginning of the
day following a Valuation Date to the end of the next following Valuation Date.

The terms "we", "us" , "our" refer only to the Company.

The term "withdrawal" means, unless otherwise specified, the amount withdrawn
prior to any deductions but after any Market Value Adjustment.

The term "written notice" means, unless otherwise stated, a notice in writing
satisfactory to us which is received at our Servicing Office in Boston,
Massachusetts.

4
<PAGE>

- --------------------------------------------------------------------------------
2. INTERPRETATION OF CONTRACT PROVISIONS
- --------------------------------------------------------------------------------

All section references appearing in this contract refer to sections of this
group annuity contract only.

Each of the provisions shall apply to each certificate issued by us under this
group annuity contract as if it were the only certificate issued.

- --------------------------------------------------------------------------------
3. PARTICIPANT, BENEFICIARY
- --------------------------------------------------------------------------------

The Participant and the Beneficiary will be as shown in the application unless
the Participant changes them or they are changed by the terms of this provision.
With regard to joint Participants, at the first death of a joint Participant
prior to the Date of Maturity and prior to the Surrender Date, the Beneficiary
will be the surviving Participant notwithstanding that the designated
Beneficiary may be different.

If the Annuitant dies and there is no surviving Beneficiary, the Participant
will be the Beneficiary, but if the Participant was the Annuitant, the
Participant's estate will be the Beneficiary.

The Participant has the sole and absolute power to exercise all rights and
privileges without the consent of any other person except as provided by the
certificate or unless the Participant provides otherwise by written notice.

While the Annuitant is alive, the Participant may change the Participant by
written notice. The Participant may change the Beneficiary by written notice no
later than our receipt of the required proof of the Annuitant's death. A change
will take effect when the notice is signed if we acknowledge receipt of the
notice at our Servicing Office. The change will take effect whether or not the
Participant or the Annuitant is then alive. A change shall be subject to the
rights of any assignee of record with us and subject to any payment made or
other action taken by us before we acknowledge receipt. Regarding joint
Participants, signatures of both joint Participants are required for any
transactions requiring written notification from a Participant.

- --------------------------------------------------------------------------------
4. THE CONTRACT
- --------------------------------------------------------------------------------

The contract is an agreement between the contract owner and the Company. The
certificate is a summary of the Group Annuity Contract. The entire contract
consists of the Group Annuity Contract, the certificate, and any riders. No
part of the Group Annuity Contract will invalidate or impair any right granted
to the Participant by the certificate.

Certificate years, certificate months, and certificate anniversaries are
measured from the Date of Issue of the certificate.

Only the President, a Vice President, the Secretary, or an Assistant Secretary
of the Company has authority to waive or modify any of the provisions of the
contract.

- --------------------------------------------------------------------------------
5. PREMIUMS
- --------------------------------------------------------------------------------

PAYMENT OF PREMIUMS

All premium payments shall be made to us at our Servicing Office. Premium
payments are subject to the following conditions:

(a) Each premium payment must be at least $500.
(b) The maximum premium that may be deposited to the certificate in any
certificate year is up to $1,000,000 without our prior approval in
accordance with our internally published rules then in effect.

(c) No premium payments may be made to the certificate within six months prior
to the Annuitant's 85th birthday or thereafter.

PREMIUM TAXES

5
<PAGE>

- --------------------------------------------------------------------------------
6. INVESTMENT / TRANSFER OPTIONS
- --------------------------------------------------------------------------------

INVESTMENT OPTION
The Net Premium will be allocated to the Accounts according to the investment
option then in effect. The initial investment option is that elected by the
Participant in the application. The Participant may elect to change the
investment option. The change will be effective as to the application of any
Net Premium made on or after the date of receipt at our Servicing Office of
notice satisfactory to us. The minimum percentage that may be allocated to any
Account will not be greater than 25%, and the maximum number of Accounts in
which amounts may be held will be no less than two. All percentages you elect
must be whole numbers.

If allocation is made to the MVA Fixed Account, the Participant may select from
the Guarantee Periods then available. The period selected will determine the
guaranteed interest rate applicable, which will be payable for a Guarantee
Period. A Guarantee Period begins on the date premium is credited, or in the
case of transfer, on the effective date of transfer.

We reserve the right to change the duration of Guarantee Periods offered. The
effective date of a new Guarantee Period will be the first day following the
expiry of the immediately preceding Guarantee Period. A Guarantee Period is not
available if it extends beyond the maximum maturity age of the Participant..
Also, except as otherwise provided, if a new Guarantee Period becomes effective
that causes this certificate to continue beyond the Date of Maturity, then the
Date of Maturity will become the last day of the year when the Participant
becomes age 90.

ACCOUNT TRANSFER OPTION
The Participant may elect to reallocate amounts among the Accounts up to twelve
times in a certificate year. Transfers between the Accounts will be effective
on the date of receipt at our Servicing Office of notice satisfactory to us. No
transfer of Accumulated Units will be permitted on any day of the 30 day period
preceding the Date of Maturity.

The number of Accumulation Units or Annuity Units and the amount of Accumulated
Value of the MVA Fixed Account transferred to or from each Account will reflect
the respective values in each Account. The maximum number of Accounts in which
Accumulated Value may be held will be no less than two.

The maximum amount which may be transferred or paid into an Account in any
certificate year is $1,000,000 without our prior approval. Any transfer made
out of a Guarantee Period of the MVA Fixed Account may be subject to a Market
Value Adjustment.

TRANSFER OPTION AT EXPIRATION OF GUARANTEE PERIOD
At least 45 days prior to the end of any Guarantee Period, we will provide the
Participant with written notice of the expiry of any such Guarantee Period. We
must receive within 30 days prior to the expiry of such Guarantee Period, a
written request to transfer the amount in such Guarantee Period to any Account
from among those that are then available without incurring a Market Value
Adjustment. Such written request may also be received on the date the Guarantee
Period expires and will be considered timely. The transfer elected will be
effective on the last day of the expiring Guarantee Period.

If we do not receive written notice to elect a new Guarantee Period within 30
days prior to the expiry of any Guarantee Period or on the date the Guarantee
Period expires, then amounts available under such Guarantee Period will be
transferred to the Money Market Account. The effective date of the transfer
will be the first day following the expiry of such Guarantee Period.

ALLOCATION AT ANNUITY COMMENCEMENT AND BEFORE CONVERSION
If the Accumulated Value is invested in more than four Accounts on the Date of
Maturity or other date elected for commencement of annuity payments and before
conversion in accordance with Section 15, we will allocate the Accumulated Value
to the four Accounts then having the largest portions of the Accumulated Value.
To determine the number of Accounts in which the Accumulated Value is invested,
each Subaccount is counted separately as one Account while all Guarantee Periods
are counted together as one Account. The Accumulated Value in Accounts other
than such four Accounts will be allocated to the four Accounts in proportion to
the amounts in the four Accounts. Upon commencement of annuity payments,
transfers are only permitted between Subaccounts. Such allocation will be made
notwithstanding any transfer restrictions specified in this subsection. The
rules that will be applied as of any date will be those in effect on that date.

6
<PAGE>

- --------------------------------------------------------------------------------
7. ACCUMULATIONS
- --------------------------------------------------------------------------------

PURCHASE OF ACCUMULATION UNITS

The portion of the Net Premium not allocated to the MVA Fixed Account will be
allocated to each elected -Subaccount for investment with other funds in each
such Subaccount and applied to the purchase of Accumulation Units. The number
of Accumulation Units in each Subaccount purchased by each premium payment will
be determined by dividing the applicable portion of the Net Premium by the
applicable Accumulation Unit Value on the first Valuation Date which is the same
as or next follows the receipt of the premium payment at our Servicing Office.

ACCUMULATED VALUE IN THE MVA FIXED ACCOUNT

We will accumulate (i) the portion of any Net Premium allocated to the MVA Fixed
Account and (ii) any amount transferred to the MVA Fixed Account from a
Subaccount, from the date the premium is received or the transfer is made. The
Accumulated Value of the certificate's share of the MVA Fixed Account on any
date prior to the date annuity payments commence is equal to A minus B.

A is the sum of (i), (ii), and (iii) below accumulated with interest to that
date, where:

(i) is any premiums allocated to the MVA Fixed Account;

(ii) is any amounts transferred to the MVA Fixed Account; and

(iii) is the amount of any positive Market Value Adjustments.

B is the sum of (i), (ii), (iii), and (iv) below accumulated with interest to
that date, where:

(i) is any partial withdrawals (including any CDSLs) from the MVA Fixed
Account;

(ii) is any amounts transferred from the MVA Fixed Account;

(iii) is any certificate fees, rider charges, premium taxes or similar taxes;
and

(iv) is the amount of any negative Market Value Adjustments.

INTEREST ON PREMIUM ALLOCATED TO MVA FIXED ACCOUNT

Premium earns interest for as long as it remains in the certificate beginning on
the date it is credited. Interest will be credited daily and will then earn
interest from such date. During a Guarantee Period, the interest rate credited
will be based upon our declared interest rate then in effect and will apply
throughout such Guarantee Period. Such declared interest rate will be expressed
on an annual effective basis and will never be less than the guaranteed minimum
rate of 3% on an annual basis. The interest credited on any given day will be
at a rate which, if compounded daily for one year, would equal the applicable
declared interest rate.

- --------------------------------------------------------------------------------
8. VALUATION PROCEDURES
- --------------------------------------------------------------------------------

ACCUMULATION UNIT VALUE

The Accumulation Unit Value is calculated separately for each Subaccount. The
value of one Accumulation Unit was set at $10 on the date assets were first
allocated to each Subaccount. The value of one Accumulation Unit on any
Valuation Date thereafter will be determined for each Subaccount by multiplying
the immediately preceding Accumulation Unit Value by the applicable Net
Investment Factor for the Valuation Period ending on that Valuation Date. On
any date other than a Valuation Date, the Accumulation Unit Value will be the
same as that on the next following Valuation Date.

7
<PAGE>

ANNUITY UNIT VALUE

The Annuity Unit Value is calculated separately for each Subaccount. The value
of one Annuity Unit was set at $1 on the date assets were first allocated to
each Subaccount. The value of one Annuity Unit on any Valuation Date thereafter
will be determined for each Subaccount by multiplying (1) the immediately
preceding Annuity Unit Value by (2) the applicable Net Investment Factor for the
Valuation Period ending on the Valuation Date reduced by .000094246 times the
applicable Net Investment Factor for each calendar day in the Valuation Period.
On any date other than a Valuation Date, the Annuity Unit Value will be the same
as that on the next following Valuation Date.

NET INVESTMENT FACTOR

The Net Investment Factor for each Subaccount for any Valuation Period is equal
to one plus the applicable net investment rate for such period. A Net
Investment Factor may be more or less than one. The net investment rate for
each Subaccount for any Valuation Period will be determined by : (1) taking the
sum of the accrued investment income and capital gains and losses, realized or
unrealized, of the Subaccount for the Valuation Period; (2) subtracting the sum
of (i) an amount for any applicable income taxes and (ii) an amount for
mortality and expense risks and administrative expenses computed by multiplying
.00003425 times the number of calendar days in the Valuation Period; and (3)
dividing the result by the value of the Subaccount at the beginning of the
Valuation Period.

VALUATION OF ASSETS

The values of the assets in the Subaccounts shall be determined at a fair value
in accordance with applicable law. Liabilities attributable to the Subaccount
will be deducted to determine the value of the Subaccount.

ADJUSTMENT OF UNITS AND VALUES

We reserve the right to change the number and value of the Accumulation Units or
Annuity Units or both without the Participant's consent or the consent of any
other person, provided strict equity is preserved and the change does not affect
the benefits, provisions or investment return of the certificate.

- --------------------------------------------------------------------------------
9. DEATH BENEFIT
- --------------------------------------------------------------------------------

If the Annuitant dies before the Date of Maturity, we will pay the Death Benefit
to the Beneficiary. The Death Benefit will equal the greatest of: (i) the
Accumulated Value of the certificate as of the date of receipt of due proof of
the Annuitant's death; and ii) the amount of the premiums paid less the amount
of all partial withdrawals made and applicable CDSL.

Notwithstanding any of the above, the following will apply upon the death of the
Participant, if the certificate value has not already been converted into an
annuity:

(i) If the Beneficiary is the spouse of the Participant, the Beneficiary may
continued the certificate in force as the Participant.

(ii) If the Beneficiary is not the spouse of the Participant, or if the
Beneficiary is the spouse of the Participant but does not choose to continue the
certificate, we will pay the death benefit (or the Surrender Value if the
Participant is not the Annuitant) in full to the Beneficiary within five years
of the Participant's death or apply the Accumulated Value in full towards the
purchase of a life annuity on the Beneficiary with payments beginning within one
year of the Participant's death.

- --------------------------------------------------------------------------------
10. CERTIFICATE FEE AND RIDER CHARGES
- --------------------------------------------------------------------------------

We will deduct a certificate fee of $30 on each certificate anniversary prior to
the Date of Maturity and on the date of surrender of the certificate if the
Accumulated Value is then less than $10,000. No certificate fee will be
deducted if the Accumulated Value is $10,000 or more. The fee will be deducted
from the Accumulated Value of all Accounts according to the proportion the
Accumulated Value of each account bears to the total Accumulated Value of the
certificate.

8
<PAGE>

We will deduct separate monthly charges for each optional rider that the
Participant may elect at the time of application for the certificate. The
charges, made at the beginning of each month, are equal to the Accumulated Value
at the beginning of such month, multiplied by 1/12th of the applicable annual
percentage rate, as specified on page 3 of the certificate, for each rider
elected. The charge for each rider elected will be deducted from the
Accumulated Value of all Accounts according to the proportion the Accumulated
Value of each Account bears to the total Accumulated Value of the certificate.

- --------------------------------------------------------------------------------
11. PARTIAL WITHDRAWALS
- --------------------------------------------------------------------------------

Subject to the limits described in this Section, the Participant may request a
withdrawal of less than the Surrender Value. The total of the requested amount
and any CDSL made is called a partial withdrawal. We will pay the requested
amount on receipt of written notice before the Annuitant's death and before the
commencement of annuity payments. The amount of the partial withdrawal will
then be deducted from the Accumulated Value. Without our prior approval, we
will not permit a partial withdrawal of less than $100 nor will we permit a
partial withdrawal if the Accumulated Value after such requested partial
withdrawal would be less than $1000.

Unless specified in writing otherwise, withdrawals will be removed
proportionately from the values in all Accounts. Withdrawal amounts removed
from the MVA Fixed Account will be subject to a Market Value Adjustment as
described in Section 13. Prior to payment, the amount of any withdrawal will be
reduced by any applicable income taxes, premium taxes, and similar taxes, and
any applicable CDSL.

Upon written request, at any time during each Certificate Year, the Participant
may make a withdrawal of the Free Withdrawal Value, as described in Section 12.
If the Free Withdrawal Value is less than $100, then any written request for the
Free Withdrawal Value must be for the entire Free Withdrawal Value.

Any withdrawal, other than one on the last day of a Guarantee Period, will be
effective on the date we receive the Participant's written notice. To make a
withdrawal that is to be effective on the last day of any Guarantee Period, we
must receive written notice from the Participant within 30 days prior to the
expiry of such Guarantee Period.

We may defer payment of a withdrawal in the same manner as we may defer payment
of the Surrender Value, described in Section 14.

A Contingent Deferred Sales Load ("CDSL") will be computed upon surrender of the
certificate and upon each partial withdrawal. To determine the CDSL, we will
first deduct the following amounts from the premium payments made to date in the
order that such payments were received:

(a) The sum of all certificate fees deducted to date;

(b) The sum of all prior partial withdrawals;

The Free Withdrawal Value is an amount equal to 10% of the Accumulated Value of
the certificate on the first day of the current certificate year less the sum of
all prior partial withdrawals made during the current certificate year. This
amount may be withdrawn without incurring a CDSL.

We will then continue to withdraw the remaining premium payments in the order
that they were received and will apply a CDSL to each premium in accordance with
the following table until the total amount withdrawn (including the CDSL)
reaches (i) the Accumulated Value, adjusted by any MVA in the case of a full
surrender, or (ii) the amount of the partial withdrawal.

9
<PAGE>

During each Certificate Year the Participant may make withdrawals in an amount
not to exceed the Free Withdrawal Value without incurring a CDSL. Withdrawals
in excess of the Free Withdrawal Value will be subject to a CDSL in accordance
with the table shown below.

The charge (expressed as a percentage of the amount subject to the charge) is
shown below.

Years From Date of Each Premium Payment CDSL
to Date of Surrender or Withdrawal
-----------------------------------------------------
7 or more No Charge
-----------------------------------------------------
<S> <C>
at least 6, but less than 7 1%
-----------------------------------------------------
at least 5, but less than 6 2%
-----------------------------------------------------
at least 4, but less than 5 3%
-----------------------------------------------------
at least 3, but less than 4 4%
-----------------------------------------------------
at least 2, but less than 3 5%
-----------------------------------------------------
Less than 2 Years 6%
-----------------------------------------------------
</TABLE>

A withdrawal will be deemed to have been "made" on the date we receive written
notice. For purposes of determining the CDSL, payment of the Surrender Value
will be deemed a withdrawal.

10
<PAGE>

- --------------------------------------------------------------------------------
13. MARKET VALUE ADJUSTMENT
- --------------------------------------------------------------------------------

Prior to the last day of any Guarantee Period, amounts withdrawn or transferred
from the MVA Fixed Account will be adjusted up or down by the application of a
Market Value Adjustment.

FORMULA

The market value adjustment is equal to A times (B minus 1) where:

A is (i) the amount subject to a market value adjustment, and

B is the market value adjustment factor below:

[ 1 + g ]n/12
[ ------------- ]
[ 1 + c + .0025 ]

Where:

g = The guaranteed rate in effect for the current Guarantee Period (in decimal
form).

c = The current rate (in decimal form) in effect for durations equal to the
number of years remaining in the current Guarantee Period (years rounded up
to the nearest whole number). If not available, we will declare a rate
solely for this purpose that is consistent with rates for durations that are
currently available.

n = The number of complete months from the date of withdrawal to the end of the
current Guarantee Period. (Where less than one complete month remains, n
will equal one unless a withdrawal is made on the last day of the Guarantee
Period at which time no adjustment will apply.)

The Market Value Adjustment may be positive or negative. In addition, the
Market Value Adjustment will not exceed, in a positive or negative direction,
the amount of any excess interest earned on the amount withdrawn or transferred
during a Guarantee Period up to the point of withdrawal or surrender. Excess
interest is defined as the dollar amount of interest earned had the effective
annual interest rate been 3% and the Accumulated Value determined in accordance
with Section 7, Accumulations.

11
<PAGE>

- --------------------------------------------------------------------------------
14. SURRENDER PROVISION
- --------------------------------------------------------------------------------

Upon receipt of written notice from the Participant before the Annuitant's death
and the Date of Maturity, we will pay the Surrender Value. To make a surrender
that is to be effective on the last day of any Guarantee Period, we must receive
written notice from the Participant within 30 days prior to the expiry of such
Guarantee Period.

The Surrender Value will be determined by us as of the date of receipt of
written notice. We will not defer payment more than six months beyond the date
we receive written notice. If we defer payment for more than 30 days, we will
pay interest on the Surrender Value at a rate equal to the greater of (i) the
rate required by law; and (ii) the rate declared by us.

- --------------------------------------------------------------------------------
15. CONVERSION
- --------------------------------------------------------------------------------

By written notice, the Participant may elect the Date of Maturity at any time,
provided that the Date elected is (i) no later than the Annuitant's 90th
birthday; (ii) at least 31 days after our receipt of the written notice; and
(iii) at least twelve months after the date the first premium was applied to the
certificate. If no other election is made, the Date of Maturity will be as
shown in Section 1, except to the extent provided in Section 6.

CONVERSION OF ACCUMULATION UNITS TO ANNUITY UNITS

On the Date of Maturity or other date elected under Section 16 for commencement
of Annuity payments, the Accumulation Units credited to the certificate will be
converted into Annuity Units. Annuity payments will then commence subject to
the limitations specified in Section 16 and all other applicable provisions.
The number of Annuity Units credited to each Subaccount will be determined by:
(1) multiplying the number of Accumulation Units credited to the Subaccount on
the date of conversion by the Accumulation Unit Value for the Subaccount as of
ten days prior to the date the first Annuity payment is due; (2) deducting any
applicable premium tax; (3) dividing the resulting value by 1000; (4)
multiplying the value from (3) by the applicable factor from the Table of First
Variable Annuity Payment Factors for the option elected, or if no option is
elected the applicable factor for the Option A (Variable) with a Duration of ten
years, to determine that Subaccount's portion of the variable portion of the
first monthly annuity payment, and (5) dividing the value from (4) by the
Annuity Unit Value for the Subaccount as of ten days prior to the date the first
Annuity payment is due.

VARIABLE ANNUITY PAYMENTS

The amount of the variable portion of the monthly annuity payment due on the
first payment date is equal to the sum of the portions for each Subaccount
determined as described in the preceding paragraph. The amount of the variable
portion of any monthly annuity payment subsequent to the first will be
determined by adding together for each Subaccount the product of the number of
Annuity Units credited to the Subaccount and the Annuity Unit Value for the
Subaccount 10 days prior to the date the payment is due. We guarantee that the
Annuity Unit Values used in determining annuity payments will not be affected by
variations in our actual mortality experience or our actual expenses from those
assumed.

CONVERSION OF ACCUMULATED VALUE IN MVA FIXED ACCOUNT

On the Date of Maturity or other date elected to begin annuity payments, we will
convert the Accumulated Value of the certificate adjusted by any Market Value
Adjustment, if applicable, into annuity payments.

We will determine the annuity payments by: (i) dividing the adjusted Accumulated
Value by $1,000; and (ii) multiplying the result by the annuity payment rate
then in effect for the option elected in Section 16.

The annuity payment will never be less than that available by applying the
adjusted Accumulated Value to buy an immediate annuity offered by us. If the
annuity payments are made monthly, the annuity payment rate is guaranteed to be
at least that provided in the Monthly Annuity Payment Rate Table in Section 16.

12
<PAGE>

- --------------------------------------------------------------------------------
16. SETTLEMENT PROVISIONS
- --------------------------------------------------------------------------------

ANNUITY ON DATE OF MATURITY

We shall make the annuity payments provided on the first page of the certificate
automatically as a Life Annuity with Payments for a Duration of 10 Years in
accordance with the provisions of Option A unless another option is elected. We
shall determine the amounts of the annuity payments in accordance with the
provisions of this section and of the "Conversion" provision in Section 15.
Amounts in the Subaccounts will be used to provide variable benefits. Amounts
in the MVA Fixed Account will be used to provide fixed benefits.

If the amount of the first monthly annuity payment would be less than $20, we
will make a single payment equal to the Surrender Value on the Date of Maturity.
This single payment shall be in place of all other benefits provided by the
certificate. If the amount of the first monthly annuity payment would be at
least $20 but less than $50, we may make payments at quarterly, semi-annual or
annual intervals.

OPTIONAL METHODS OF SETTLEMENT

In place of (i) the Annuity on the Date of Maturity provided on the first page
of the certificate or (ii) a single payment in case of death prior to the date
annuity payments commence or (iii) a single payment in case of surrender which
occurs at least 6 months after the date the first premium is applied to the
certificate, proceeds payable under the certificate may be left with us in
accordance with one of the options set forth below and the terms of a
supplementary agreement to be issued when the option becomes effective, but only
if (i) such proceeds are in an amount of $5000 or more and (ii) the amount of
the first monthly Annuity payment would be $50 or more.

Option A
- --------

A(Variable) - Life Annuity on a Variable Basis with Payments for a Duration of
5, 10, or 20 years.

If the Measuring Person's death occurs within the Duration, payments will be
made for the remainder of the Duration in accordance with the terms of the
supplementary agreement.

A(Fixed) - Life Annuity with Payments for a Duration of 5, 10, or 20 years.

If the Measuring Person's death occurs within the Duration, payments will be
made for the remainder of the Duration in accordance with the terms of the
supplementary agreement.

A five year Duration cannot be elected if the Measuring Person is age 85 or
older at the time of annuitization.

Option B
- --------

B(Variable) - Life Annuity on a Variable Basis Without Further Payment on Death
of the Measuring Person.

B(Fixed) - Life Annuity Without Further Payment on Death of the Measuring
Person.

13
<PAGE>

Option B is not available if the Measuring Person is age 85 or older at the time
of annuitization.

The Participant may elect an option by written notice before the death of the
Annuitant and before the commencement of annuity payments. If the Participant
has made no election before the death of the Annuitant, the Beneficiary may make
an election by written notice before the proceeds become payable.

ANNUITY PAYMENT AND OPTION LIMITATIONS

While the Annuitant is living (i) the Measuring Person will be the Annuitant;
(ii) the Payee will be the Annuitant unless otherwise directed by the
Participant; and (iii) the Contingent Payee will be the Beneficiary unless
otherwise provided by written notice.

If the Annuitant dies and Death Benefit proceeds are left with us in accordance
with a settlement option election (i) the Measuring Person will be the
Beneficiary, (ii) the Payee will be the Beneficiary unless otherwise designated
in the election, and (iii) the Contingent Payee will be the person or persons so
designated in the election and in accordance with the terms of the supplementary
agreement.

We must consent to optional methods of settlement if the proceeds are payable to
an executor, administrator, trustee, corporation, partnership or association.

If the Participant of the certificate dies on or after annuity payments have
begun, any remaining benefit under such annuity on the date of the Participant's
death must be paid out at least as rapidly as under the method of making annuity
payments then in effect.

FIRST VARIABLE ANNUITY PAYMENT FACTORS

The Table of First Variable Annuity Payment Factors shows the amount of the
variable portion of the first monthly annuity payment provided on the first page
of the certificate and under Option A(Variable) and Option B(Variable) for each
$1,000 applied. The factors in this table are based on the 1983a Individual
Annuity Mortality Table for males and females with mortality and age adjustments
and interest at the rate of 3 1/2% a year. If permitted by state law, the
Participant may choose 5% or 6% in place of the 3 1/2% rate. The amount of the
variable portion of the first payment will depend on the sex and adjusted age of
the Measuring Person. The adjusted age is determined from the actual age on the
Measuring Person's birthday nearest the date the first Annuity payment is due,
by subtracting one year for each complete 10 year period elapsed since the Date
of Issue.

FIXED ANNUITY PAYMENTS

The Table of Fixed Annuity Payment Factors shows the guaranteed amount of the
fixed portion of the monthly annuity payments for each $1,000 applied. The
factors in this table are based on the 1983a Individual Annuity Mortality Table
for females with interest at the rate of 3% a year. The guaranteed amount of
the fixed portion of the annuity payments will depend on the adjusted age of the
Measuring Person. The adjusted age is determined from the actual age on the
Measuring Person's birthday nearest the date the first annuity payment is due,
by subtracting one year for each complete 10 year period elapsed since the Date
of Issue.

14
<PAGE>

TABLE OF FIRST VARIABLE ANNUITY PAYMENT FACTORS

Monthly life annuity with payments on a variable basis for each $1,000 applied.

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

Option A(Variable) Option B (Variable)
Life Annuity Without
Adjusted Life Annuity with Payments Further Payment on Death
Age of Measuring for a Guaranteed Period of Measuring Person
---------------------------------------------------------------- --------------------------
Person on Birthday 5 Years 10 Years 20 Years
Nearest Date ------- -------- --------
of First Payment Male Female Male Female Male Female Male Female
- ------------------ ---- ------ ---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

55 4.50 4.13 4.46 4.11 4.32 4.05 4.51 4.13
56 4.58 4.19 4.54 4.18 4.38 4.10 4.59 4.20
57 4.67 4.26 4.62 4.24 4.44 4.16 4.68 4.27
58 4.76 4.33 4.71 4.31 4.50 4.22 4.78 4.34
59 4.86 4.41 4.80 4.39 4.57 4.28 4.88 4.42
60 4.96 4.49 4.90 4.46 4.63 4.35 4.98 4.50
61 5.08 4.58 5.00 4.55 4.70 4.41 5.10 4.59
62 5.20 4.67 5.11 4.64 4.77 4.48 5.22 4.69
63 5.32 4.77 5.23 4.73 4.84 4.55 5.36 4.79
64 5.46 4.88 5.35 4.83 4.91 4.62 5.50 4.89
65 5.61 4.99 5.47 4.94 4.97 4.69 5.65 5.01
66 5.76 5.11 5.61 5.05 5.04 4.77 5.81 5.13
67 5.93 5.24 5.74 5.17 5.11 4.84 5.99 5.27
68 6.10 5.38 5.89 5.29 5.17 4.92 6.17 5.41
69 6.29 5.53 6.04 5.43 5.24 5.00 6.37 5.56
70 6.49 5.69 6.20 5.57 5.30 5.07 6.59 5.73
71 6.69 5.86 6.36 5.72 5.35 5.15 6.81 5.91
72 6.91 6.05 6.52 5.88 5.41 5.22 7.05 6.10
73 7.14 6.25 6.69 6.04 5.46 5.29 7.31 6.32
74 7.39 6.46 6.87 6.22 5.50 5.35 7.58 6.55
75 7.65 6.70 7.05 6.40 5.54 5.41 7.88 6.79
76 7.92 6.94 7.23 6.59 5.58 5.47 8.19 7.06
77 8.21 7.20 7.41 6.78 5.61 5.52 8.53 7.35
78 8.52 7.48 7.59 6.98 5.64 5.56 8.90 7.66
79 8.84 7.78 7.78 7.19 5.67 5.61 9.29 8.00
80 9.17 8.10 7.96 7.40 5.69 5.64 9.71 8.36
81 9.52 8.44 8.14 7.61 5.71 5.67 10.16 8.76
82 9.88 8.81 8.31 7.82 5.73 5.70 10.64 9.20
83 10.26 9.19 8.48 8.03 5.74 5.72 11.16 9.67
84 10.65 9.59 8.64 8.23 5.74 5.73 11.71 10.18
85 and over 11.05 10.02 8.79 8.42 5.75 5.74 12.30 10.74
</TABLE>

15
<PAGE>

TABLE OF FIXED ANNUITY PAYMENT FACTORS

Monthly life annuity with payments on a fixed basis for each $1,000 applied.
- -------------------------------------------------------------------------------

Option A(Fixed) Option B (Fixed)
Life Annuity Without
Adjusted Life Annuity with Payments Further Payment on Death
Age of Measuring for a Guaranteed Period of Measuring Person
---------------------------------------------------------------- --------------------------
Person on Birthday 5 Years 10 Years 20 Years
Nearest Date ------- -------- --------
of First Payment Male Female Male Female Male Female Male Female
- ------------------ ---- ------ ---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
55 3.55 3.55 3.54 3.54 3.48 3.48 3.55 3.55
56 3.62 3.62 3.60 3.60 3.54 3.54 3.62 3.62
57 3.69 3.69 3.67 3.67 3.60 3.60 3.69 3.69
58 3.76 3.76 3.74 3.74 3.66 3.66 3.77 3.77
59 3.84 3.84 3.82 3.82 3.73 3.73 3.85 3.85
60 3.92 3.92 3.90 3.90 3.79 3.79 3.93 3.93
61 4.01 4.01 3.99 3.99 3.86 3.86 4.02 4.02
62 4.11 4.11 4.08 4.08 3.94 3.94 4.12 4.12
63 4.21 4.21 4.17 4.17 4.01 4.01 4.22 4.22
64 4.32 4.32 4.28 4.28 4.08 4.08 4.33 4.33
65 4.43 4.43 4.38 4.38 4.16 4.16 4.45 4.45
66 4.55 4.55 4.50 4.50 4.24 4.24 4.57 4.57
67 4.68 4.68 4.62 4.62 4.32 4.32 4.70 4.70
68 4.82 4.82 4.75 4.75 4.40 4.40 4.85 4.85
69 4.97 4.97 4.88 4.88 4.48 4.48 5.00 5.00
70 5.14 5.14 5.03 5.03 4.56 4.56 5.17 5.17
71 5.31 5.31 5.18 5.18 4.64 4.64 5.35 5.35
72 5.50 5.50 5.34 5.34 4.71 4.71 5.54 5.54
73 5.70 5.70 5.51 5.51 4.78 4.78 5.75 5.75
74 5.91 5.91 5.69 5.69 4.85 4.85 5.98 5.98
75 6.14 6.14 5.87 5.87 4.92 4.92 6.23 6.23
76 6.39 6.39 6.07 6.07 4.97 4.97 6.49 6.49
77 6.65 6.65 6.27 6.27 5.03 5.03 6.78 6.78
78 6.93 6.93 6.47 6.47 5.08 5.08 7.09 7.09
79 7.23 7.23 6.68 6.68 5.12 5.12 7.42 7.42
80 7.55 7.55 6.90 6.90 5.16 5.16 7.79 7.79
81 7.90 7.90 7.11 7.11 5.19 5.19 8.18 8.18
82 8.26 8.26 7.33 7.33 5.22 5.22 8.62 8.62
83 8.65 8.65 7.54 7.54 5.23 5.23 9.08 9.08
84 9.05 9.05 7.74 7.74 5.25 5.25 9.59 9.59
85 and over 9.48 9.48 7.94 7.94 5.26 5.26 10.15 10.15
</TABLE>

16
<PAGE>

- --------------------------------------------------------------------------------
17. PROOF REQUIRED FOR PAYMENT
- --------------------------------------------------------------------------------

Before making the first annuity payment, we shall have the right to require
proof of the correct age of the Measuring Person. We shall also have the right
to require proof that the Measuring Person is living on the date each annuity
payment is due.

- --------------------------------------------------------------------------------
18. MISSTATEMENTS
- --------------------------------------------------------------------------------

If the age or sex of the Measuring Person has been misstated, we will adjust the
amount of each annuity payment to reflect the correct age and sex. Any
overpayment will be repaid to us. If it is not repaid, we will deduct the
overpayment from future payments we make under the certificate. Any
underpayment will be added to future payments we make under the certificate.
Interest on any overpayment or underpayment will be paid at the annual rate of
6% to the date of payment, charge, or credit.

- --------------------------------------------------------------------------------
19. ASSIGNMENT
- --------------------------------------------------------------------------------

The Participant may assign an interest in the certificate, except as otherwise
provided, without the consent of any revocable Beneficiary. The Participant's
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; nor will we
be on notice until a duplicate of the original assignment has been filed at our
Servicing Office. We assume no responsibility for the validity or sufficiency
of any assignment.

- --------------------------------------------------------------------------------
20. CLAIMS OF CREDITORS
- --------------------------------------------------------------------------------

The proceeds and all other payments under the certificate will be exempt from
the claims of creditors to the extent permitted by law. The proceeds and
payments may not be assigned or withdrawn before becoming payable without our
agreement.

- --------------------------------------------------------------------------------
21. RIGHT TO MAKE CHANGES
- --------------------------------------------------------------------------------

We reserve the right to make certain changes if, in our judgment, they would
best serve the interest of the participants of certificates or would be
appropriate in carrying out the purposes of such certificates. Any changes will
be made only to the extent and in the manner permitted by applicable laws.
Also, when required by law, we will obtain your approval of the changes and
approval from any appropriate regulatory authority.

If any changes result in a material change in the underlying investment of
Subaccounts to which the reserves for the certificate are allocated, we will
notify the Participant of such change. The Participant may then make a new
election under the Investment / Transfer Option provision.

- --------------------------------------------------------------------------------
22. ANNUAL STATEMENT
- --------------------------------------------------------------------------------

We will furnish the Participant with reports annually, or more frequently, as
required by applicable law. They will include: (i) a statement of the
investments held in each Fund; and (ii) a statement of the condition and value
of the certificate which will show the number of Accumulation Units, if any,
credited to each Subaccount, the value of each Accumulation Unit, and the
Accumulated Value of the certificate.

17
<PAGE>

- --------------------------------------------------------------------------------
23. MISCELLANEOUS
- --------------------------------------------------------------------------------

If the Accumulated Value of the certificate becomes zero, we reserve the right
to terminate the certificate.

Under New York law, all income, gains and losses, realized or unrealized, of the
Separate Accounts shall be credited to or charged against the amounts placed in
the Separate Accounts without regard to our other income, gains and losses. The
assets of the Separate Accounts are owned solely by us. We are not a trustee
with respect to any part or the whole of those assets. The portion of the
assets in the Separate Accounts equal to the reserves and other liabilities
under the certificate with respect to the Separate Accounts shall not be
chargeable with liabilities arising out of any other business we may conduct.

In place of operating each Separate Account as a unit investment trust, we
reserve the right to make investments directly, operating the Separate Account
as a "management-type investment company" under the Act, or in any other form
permitted by law, the investment adviser of which would be us or an affiliate.
The Separate Account assets would be invested as provided with respect to the
investment objectives of the Separate Account.

The values and benefits are not less than the minimum requirements of state law.

18
<PAGE>

The Participant, by virtue of the certificate, is a member of the John Hancock
Mutual Life Insurance Company, and is entitled to vote either in person or by
proxy at any and all meetings of th eCompany. The annual meetings are held at
the Company's Home Office on the second Monday of April in each year, at twelve
o'clock noon.

Communications about this group annuity contract should be sent to the Company
at its Servicing Office, Boston, Massachusetts may be sent to:

Combination Variable/Modified Guarantee Annuity -- Annuity payable to the
Annuitant beginning on the Date of Maturity for a guaranteed period of 10 years
and as long thereafter as the Annuitant lives.

All benefits, payments and values under the certificate which are based on the
investment experience of a Separate Account are variable and not guaranteed as
to fixed dollar amount.

<PAGE>

Exhibit 4(b)

[LOGO OF JOHN HANCOCK Mutual Life Insurance Company John Hancock Place
FINANCIAL SERVICES PO Box 111
APPEARS HERE] Boston, Massachusetts
02117

PARTICIPANT AT ISSUE [JOHN DOE] ANNUITY CERTIFICATE NUMBER [000000]
ANNUITANT [JOHN DOE] GROUP CONTRACT NUMBER [12345]

John Hancock Mutual Life Insurance Company ("the Company") agrees to provide the
benefits, rights and privileges as stated in this certificate.

If this certificate is in force on the Date of Maturity, we will pay an annuity
to the Annuitant, unless otherwise directed by the Participant. The variable
and fixed portions of each annuity payment will be determined in accordance with
Section 15 of this certificate. The variable portion may increase or decrease
depending upon the investment experience of the Subaccounts in which the Net
Premiums are invested. Unless another option offered in Section 16 is elected,
annuity payments will be payable for a Duration of 10 years and as long
thereafter as the Annuitant lives. Variable Annuity payments will not
decrease if the annual rate of investment return earned on assets of the
Subaccounts is approximately 4.90% before deductions made directly to such
Subaccounts of approximately 1.40% per annum.

By written notice, the Participant may change elect the Date of Maturity
at any time before the Provisional Date of Maturity, provided the Date elected
is: (i) not later than the Annuitant's 90th birthday; (ii) at least 31
days after the written notice; and (iii) at least twelve months after the date
the first premium is applied to this certificate. If no other election is made,
the Date of Maturity will as shown in the application.

We are issuing this certificate in consideration of the application and the
payment of premiums.

10 Day Right to Cancel - This certificate may be returned by delivering or
mailing it within 10 days after its receipt to the Company at Boston,
Massachusetts, or to the agent or agency office through which it was delivered,
with a written request for cancellation. Immediately on such delivery or
mailing, this certificate shall be deemed void from the beginning and a refund
will be made within 10 days. The amount refunded will be the sum of (i) and
(ii) where (i) is the difference between the premiums paid, including any fees
or other charges, and the amounts, if any, allocated to the Separate Account
under this certificate and (ii) is the Accumulated Value of this certificate,
or, if this certificate does not have an Accumulated Value, the reserve for this
certificate on the date of cancellation attributable to the amounts so
allocated.

THIS CERTIFICATE CONTAINS A MARKET-VALUE ADJUSTMENT FORMULA. OPERATION OF
THE FORMULA MAY RESULT IN BOTH UPWARD AND DOWNWARD ADJUSTMENTS IN CASH SURRENDER
BENEFITS. NO MARKET VALUE ADJUSTMENT WILL APPLY TO DEATH BENEFIT PROCEEDS NOR
WILL AN ADJUSTMENT APPLY TO WITHDRAWALS OR TRANSFERS AT THE END OF A GUARANTEE
PERIOD.

GROUP ANNUITY CERTIFICATE
Combination Variable/Modified Guarantee Annuity

Initial Premium shown on page 3

All benefits, payments and values under this certificate which are based on the
investment experience of a Separate Account are variable and not guaranteed as
to fixed dollar amount.

John Hancock Servicing Office
-----------------------------

John Hancock Investors Services Corporation
P.O. Box 9298
Boston, Massachusetts 02205-9298
Telephone [800-824-0335]

<PAGE>

CERTIFICATE PROVISIONS

<TABLE>
<CAPTION>
Numerical Guide Alphabetical Guide

Section Section
- ------- -------
<C> <S> <C> <C>
1. Certificate Specifications 7. Accumulations
2. Definitions 22. Annual Statement
3. Participant, Beneficiary 19. Assignment
4. The Contract 10. Certificate Fee and Rider
Charges
5. Premiums 1. Certificate Specifications
6. Investment/Transfer Options 20. Claims of Creditors
7. Accumulations 12. Contingent Deferred Sales
Load
8. Valuation Procedures 4. The Contract
9. Death Benefit 15. Conversion
10. Certificate Fee and Rider 9. Death Benefit
Charges
11. Partial Withdrawals 2. Definitions
12. Contingent Deferred Sales 6. Investment/Transfer
Load Options
13. Market Value Adjustment 13. Market Value Adjustment
14. Surrender Provision 23. Miscellaneous
15. Conversion 18. Misstatements
16. Settlement Provisions 11. Partial Withdrawals
17. Proof Required for Payment 3. Participant, Beneficiary
18. Misstatements 5. Premiums
19. Assignment 17. Proof Required for Payment
20. Claims of Creditors 21. Right to Make Changes
21. Right to Make Changes 16. Settlement Provisions
22. Annual Statement 14. Surrender Provision
23. Miscellaneous 8. Valuation Procedures
</TABLE>

2
<PAGE>

- --------------------------------------------------------------------------------
1. CERTIFICATE SPECIFICATIONS
- --------------------------------------------------------------------------------

PARTICIPANT(S) [John Doe]

ANNUITANT [John Doe]

ANNUITY CERTIFICATE NUMBER [0000000]

AGE OF ANNUITANT AT ISSUE [35]

DATE OF ISSUE [January 1, 1996]

PROVISIONAL DATE OF MATURITY [January 1, 2036]

<TABLE>
<CAPTION>
- -------------------------------------------------------
INITIAL GUARANTEE PERIODS AVAILABLE INTEREST RATE
- -------------------------------------------------------
<S> <C>
1 YEAR 4.00%
- -------------------------------------------------------
3 YEARS 4.75%
- -------------------------------------------------------
4 YEARS 5.00%
- -------------------------------------------------------
5 YEARS 5.25%
- -------------------------------------------------------
7 YEARS 5.75%
- -------------------------------------------------------
10 YEARS 6.50%
- -------------------------------------------------------
</TABLE>

GUARANTEE PERIOD(S) ELECTED ON DATE OF ISSUE: [3 YEARS]

INITIAL PREMIUM PAYMENT [$1,000.00]

ANNUAL PERCENTAGE
RIDERS ELECTED RATE (APR) ANNUAL RIDER CHARGE
- -------------- ----------------- -------------------

One Year Stepped-Up
Death Benefit Rider [.15%] APR x Accumulated Value

MVA FIXED ACCOUNT GUARANTEED MINIMUM INTEREST RATE: 3%

*For an explanation of rider charges, see Section 10 of this certificate.

Subsequent premiums may be paid in accordance with Section 5.
An annual certificate fee may be deducted as described in Section 10. This
charge is currently $30.
Amounts withdrawn may be subject to a Contingent Deferred Sales Load and a
Market Value Adjustment as described in Sections 12 and 13.

3 P0395ANY
<PAGE>

4
<PAGE>

- --------------------------------------------------------------------------------
2. DEFINITIONS
- --------------------------------------------------------------------------------
The following terms are commonly used throughout this annuity certificate:

The term "Account", unmodified, means a Subaccount or a Guarantee Period.

The term "Accumulated Value" means the value of this certificate on any date
prior to the commencement of annuity payments. This value equals the sum of (i)
the Accumulated Values for all Subaccounts and (ii) the Accumulated Value of
this certificate in the MVA Fixed Account. The Accumulated Value for each
Subaccount as of any date will equal the number of Accumulation Units for that
Subaccount then credited to this certificate multiplied by the Accumulation Unit
Value for that Subaccount on that date. Accumulated Value for the MVA Fixed
Account is defined in Section 7.

The term "Accumulation Unit" means a unit of measurement used in determining the
value of this certificate prior to the commencement of annuity payments. The
Accumulation Unit Value for each Subaccount will reflect the investment
experience of that Subaccount. It will vary in dollar amount.

The term "Annuitant" means the individual designated as such in the application
for this certificate.

The term "Annuity Unit" means a unit of measurement used in determining the
amount of the variable portion of each annuity payment. The value of an Annuity
Unit for each Subaccount will depend on the assumed investment rate and the
investment experience of that Subaccount. It will vary in dollar amount.

The term "Beneficiary" is defined in Section 3.

The term "Certificate Year" means the 12 month period beginning on the Date of
Issue and each 12 month period thereafter.

The term "Contingent Deferred Sales Load" ("CDSL") is defined in Section 12.

The term "Date of Issue" means, the date shown in Section 1.

The term "Date of Maturity" is the date annuity payments under this certificate
begin, in accordance with Section 15.

The term "Fund" means each division of a Series Fund which has a specific
investment objective.

The term "In force" means that the Annuitant is living, Surrender Value of this
certificate has not become payable, and this certificate has not been terminated
in accordance with the "Premiums" provision in Section 5.

The term "Guarantee Period" refers to a Guarantee Period elected under the
Market Value Adjusted Fixed Account.

The term "Last Valuation Date" means the earliest of the Date of Maturity, the
Surrender Date, and the date of the Annuitant's death.

The term "Market Value Adjustment" is defined in Section 13.

The term "Market Value Adjustment Factor" is defined in Section 13.

The term "Market Value Adjusted ("MVA") Fixed Account" means, unmodified, a
separate investment account established by us pursuant to applicable law in
which you are eligible to invest under this certificate.

The term "Measuring Person" means the person on whose life annuity payments will
be based.

5 P0595ANY
<PAGE>

The term "Net Premium" means the premium paid less any applicable taxes based on
the amount of premium payment.

The term "Partial Withdrawal" is defined in Section 11.

The term "Participant" is the person named as such in the application and who
meets the eligibility requirements of the group contractholder.

The term "Payment" means, unless otherwise stated, payment at our Servicing
Office in Boston, Massachusetts.

The term "Separate Account", unmodified, means a separate investment account
established by us pursuant to applicable law in which you are eligible to invest
under this certificate.

The term "Series Fund" means a series type mutual fund registered under the
Investment Company Act of 1940 (the Act) as an open-end diversified management
investment company.

The term "Subaccount", means each division of a Separate Account. The assets of
each Subaccount are invested solely in shares of the corresponding Fund of a
Series Fund.

The term "Surrender Date" means the date of receipt of written notice of
surrender under Section 14.

The term "Surrender Value" means the Accumulated Value of your certificate,
adjusted by any Market Value Adjustment, less, if applicable, any certificate
fees, any income taxes withheld, any rider charges, any deduction for premium
taxes or similar taxes, and any CDSL.

The term "Valuation Date" means any date on which the New York Stock Exchange is
open for trading and on which the Fund values its shares.

The term "Valuation Period" means that period of time from the beginning of the
day following a Valuation Date to the end of the next following Valuation Date.

The terms "we", "us" , "our" refer only to the Company.

The term "withdrawal" means, unless otherwise specified, the amount withdrawn
prior to any deductions but after any Market Value Adjustment.

The term "written notice" means, unless otherwise stated, a notice in writing
satisfactory to us which is received at our Servicing Office in Boston,
Massachusetts.

The terms "you" and "your" refer to the Participant of this certificate.
<PAGE>

- --------------------------------------------------------------------------------
3. PARTICIPANT, BENEFICIARY
- --------------------------------------------------------------------------------
The Participant and the Beneficiary will be as shown in the application unless
you change them or they are changed by the terms of this provision. With regard
to joint Participants, at the first death of a joint Participant prior to the
Date of Maturity and prior to the Surrender Date, the Beneficiary will be the
surviving Participant notwithstanding that the designated Beneficiary may be
different.

If the Annuitant dies and there is no surviving Beneficiary, you will be the
Beneficiary, but if you were the Annuitant, your estate will be the Beneficiary.

You have the sole and absolute power to exercise all rights and privileges
without the consent of any other person except as provided by this certificate
or unless you provide otherwise by written notice.

While the Annuitant is alive, you may change the Participant by written notice.
You may change the Beneficiary by written notice no later than our receipt of
the required proof of the Annuitant's death. A change will take effect when the
notice is signed if we acknowledge receipt of the notice at our Servicing
Office. The change will take effect whether or not you or the Annuitant is then
alive. A change shall be subject to the rights of any assignee of record with
us and subject to any payment made or other action taken by us before we
acknowledge receipt. Regarding joint Participants, signatures of both joint
Participants are required for any transactions requiring written notification
from a Participant.

- --------------------------------------------------------------------------------
4. THE CONTRACT
- --------------------------------------------------------------------------------
The contract is an agreement between the contract owner and the Company. This
certificate is a summary of the Group Annuity Contract. The entire contract
consists of the Group Annuity Contract, this certificate, any riders, and the
application, a copy of which is attached. No part of the Group Annuity
Contract will invalidate or impair any right granted to the Participant by this
certificate.

Certificate years, certificate months, and certificate anniversaries are
measured from the Date of Issue of this certificate.

Only the President, a Vice President, the Secretary, or an Assistant Secretary
of the Company has authority to waive or modify any of the provisions of the
contract.

- --------------------------------------------------------------------------------
5. PREMIUMS
- --------------------------------------------------------------------------------
PAYMENT OF PREMIUMS

All premium payments shall be made to us at our Servicing Office. Premium
payments are subject to the following conditions:

(a) Each premium payment must be at least $500.
(b) The maximum premium that may be deposited to this certificate in any
certificate year is up to $1,000,000 without our prior approval in
accordance with our internally published rules then in effect.
(c) No premium payments may be made to this certificate within six months
prior to the Annuitant's 85th birthday or thereafter.

PREMIUM TAXES

7 P0795ANY
<PAGE>

- --------------------------------------------------------------------------------
6. INVESTMENT / TRANSFER OPTIONS
- --------------------------------------------------------------------------------
INVESTMENT OPTION

The Net Premium will be allocated to the Accounts according to the investment
option then in effect. The initial investment option is that elected by you in
the application. You may elect to change the investment option. The change
will be effective as to the application of any Net Premium made on or after the
date of receipt at our Servicing Office of notice satisfactory to us. The
minimum percentage that may be allocated to any Account will not be greater than
25%, and the maximum number of Accounts in which amounts may be held will be no
less than two. All percentages you elect must be whole numbers.

We reserve the right to change the duration of Guarantee Periods offered. The
effective date of a new Guarantee Period will be the first day following the
expiry of the immediately preceding Guarantee Period. A Guarantee Period is
not available if it extends beyond the maximum maturity age of the
Participant. Also, except as otherwise provided, if a new Guarantee Period
becomes effective that causes this certificate to continue beyond the
Provisional Date of Maturity, then the Date of Maturity will become the last
day of the year when the Participant becomes age 90.

ACCOUNT TRANSFER OPTION

You may elect to reallocate amounts among the Accounts up to twelve times in a
certificate year. Transfers between the Accounts will be effective on the date
of receipt at our Servicing Office of notice satisfactory to us. No transfer
of Accumulated Units will be permitted on any day of the 30 day period
preceding the Date of Maturity.

TRANSFER OPTION AT EXPIRATION OF GUARANTEE PERIOD

At least 45 days prior to the end of any Guarantee Period, we will
provide you with written notice of the expiry of any such Guarantee Period. We
must receive within 30 days prior to the expiry of such Guarantee Period, a
written request to transfer the amount in such Guarantee Period to any Account
from among those that are then available without incurring a Market Value
Adjustment. Such written request may also be received on the date the
Guarantee Period expires and will be considered timely. The transfer elected
will be effective on the last day of the expiring Guarantee Period.

If we do not receive written notice to elect a new Guarantee Period
within 30 days prior to the expiry of any Guarantee Period or on the date
the Guarantee Period expires, then amounts available under such Guarantee
Period will be transferred to the Money Market Account. The effective date of
the transfer will be the first day following the expiry of such Guarantee
Period.

ALLOCATION AT ANNUITY COMMENCEMENT AND BEFORE CONVERSION

If the Accumulated Value is invested in more than four Accounts on the Date of
Maturity or other date elected for commencement of annuity payments and before
conversion in accordance with Section 15, we will allocate the Accumulated Value
to the four Accounts then having the largest portions of the Accumulated Value.
To determine the number of Accounts in which the Accumulated Value is invested,
each Subaccount is counted separately as one Account while all Guarantee Periods
are counted together as one Account. The Accumulated Value in Accounts other
than such four Accounts will be allocated to the four Accounts in proportion to
the amounts in the four Accounts. Upon commencement of annuity payments,
transfers are only permitted between Subaccounts. Such allocation will be
made notwithstanding any transfer restrictions specified in this subsection.
The rules that will be applied as of any date will be those in effect on that
date.
<PAGE>

- -------------------------------------------------------------------------------
7. ACCUMULATIONS
- -------------------------------------------------------------------------------
PURCHASE OF ACCUMULATION UNITS

The portion of the Net Premium not allocated to the MVA Fixed Account will be
allocated to each elected Subaccount for investment with other funds in each
such Subaccount and applied to the purchase of Accumulation Units. The number
of Accumulation Units in each Subaccount purchased by each premium payment will
be determined by dividing the applicable portion of the Net Premium by the
applicable Accumulation Unit Value on the first Valuation Date which is the same
as or next follows the receipt of the premium payment at our Servicing Office.

ACCUMULATED VALUE IN THE MVA FIXED ACCOUNT

We will accumulate (i) the portion of any Net Premium allocated to the MVA Fixed
Account and (ii) any amount transferred to the MVA Fixed Account from a
Subaccount, from the date the premium is received or the transfer is made. The
Accumulated Value of this certificate's share of the MVA Fixed Account on any
date prior to the date annuity payments commence is equal to A minus B.

A is the sum of (i), (ii) and (iii) below accumulated with interest to that
date, where:

(i) is any premiums allocated to the MVA Fixed Account;

(ii) is any amounts transferred to the MVA Fixed Account; and

(iii) is the amount of any positive Market Value Adjustments.

B is the sum of (i), (ii), (iii), and (iv) below accumulated with interest to
that date, where:

(i) is any partial withdrawals (including any CDSLs) from the MVA Fixed
Account;

(ii) is any amounts transferred from the MVA Fixed Account;

(iii) is any certificate fees, rider charges, premium taxes or similar
taxes; and

(iv) is the amount of any negative Market Value Adjustments.

INTEREST ON PREMIUM ALLOCATED TO MVA FIXED ACCOUNT

Premium earns interest for as long as it remains in this certificate beginning
on the date it is credited. Interest will be credited daily and will then earn
interest from such date. During a Guarantee Period, the interest rate credited
will be based upon our declared interest rate then in effect and will apply
throughout such Guarantee Period. Such declared interest rate will be expressed
on an annual effective basis and will never be less than the guaranteed
minimum rate of 3% on an annual basis. The interest credited on any given
day will be at a rate which, if compounded daily for one year, would equal the
applicable declared interest rate.

- -------------------------------------------------------------------------------
8. VALUATION PROCEDURES
- -------------------------------------------------------------------------------
ACCUMULATION UNIT VALUE

ANNUITY UNIT VALUE

9 P0995ANY
<PAGE>

NET INVESTMENT FACTOR

The Net Investment Factor for each Subaccount for any Valuation Period is equal
to one plus the applicable net investment rate for such period. A Net
Investment Factor may be more or less than one. The net investment rate for
each Subaccount for any Valuation Period will be determined by: (1) taking the
sum of the accrued investment income and capital gains and losses, realized or
unrealized, of the Subaccount for the Valuation Period; (2) subtracting the sum
of (i) an amount for any applicable income taxes and (ii) an amount for
mortality and expense risks and administrative expenses computed by multiplying
an amount not to exceed .00003425 times the number of calendar days in the
Valuation Period and multiplying the result by the value of the Subaccount at
the beginning of the Valuation Period; and (3) dividing the result by the value
of the Subaccount at the beginning of the Valuation Period.

VALUATION OF ASSETS

ADJUSTMENT OF UNITS AND VALUES

We reserve the right to change the number and value of the Accumulation Units or
Annuity Units or both without your consent or the consent of any other person,
provided strict equity is preserved and the change does not affect the benefits,
provisions or investment return of this certificate.

- -------------------------------------------------------------------------------
9. DEATH BENEFIT
- -------------------------------------------------------------------------------
If the Annuitant dies before the Date of Maturity, we will pay the Death Benefit
to the Beneficiary. The Death Benefit will equal the greatest of: (i) the
Accumulated Value of this certificate, adjusted by any Market Value Adjustment,
as of the date of receipt of due proof of the Annuitant's death; and (ii) the
amount of the premiums paid less the amount of all partial withdrawals made,
including any applicable CDSL.

Notwithstanding any of the above, the following will apply upon the death of the
Participant, if the certificate value has not already been converted into an
annuity:

(i) If the Beneficiary is the spouse of the Participant, the Beneficiary may
continue this certificate in force as the Participant.

(ii) If the Beneficiary is not the spouse of the Participant, or if the
Beneficiary is the spouse of the Participant but does not choose to continue
this certificate, we will pay the death benefit (or the Surrender Value if the
Participant is not the Annuitant) in full to the Beneficiary within five years
of the Participant's death or apply the Accumulated Value in full towards the
purchase of a life annuity on the Beneficiary with payments beginning within one
year of the Participant's death.

- -------------------------------------------------------------------------------
10. CERTIFICATE FEE AND RIDER CHARGES
- -------------------------------------------------------------------------------
We will deduct a certificate fee of $30 on each certificate anniversary prior to
the Date of Maturity and on the date of surrender of this certificate if the
Accumulated Value is then less than $10,000. No certificate fee will be
deducted if the Accumulated Value is $10,000 or more. The fee will be deducted
from the Accumulated Value of all Accounts according to the proportion the
Accumulated Value of each account bears to the total Accumulated Value of this
certificate. We reserve the right to increase the certificate fee up to $50,
subject to applicable state regulations.

We will deduct separate monthly charges for each optional rider that you may
elect at the time of application for this certificate. The charges, made at the
beginning of each month, are equal to the Accumulated Value at the beginning of
such month, multiplied by 1/12th of the applicable annual percentage rate, as
specified on page 3 of this certificate, for each rider elected. The charge for
each rider elected will be deducted from the Accumulated Value of all Accounts
according to the proportion the Accumulated Value of each Account bears to the
total Accumulated Value of this certificate.
<PAGE>

- -------------------------------------------------------------------------------
11. PARTIAL WITHDRAWALS
- -------------------------------------------------------------------------------
Subject to the limits described in this Section, you may request a withdrawal of
less than the Surrender Value. The total of the requested amount and any CDSL
made is called a partial withdrawal. We will pay the requested amount on
receipt of written notice before the Annuitant's death and before the
commencement of annuity payments. The amount of the partial withdrawal will
then be deducted from the Accumulated Value. Without our prior approval, we
will not permit a partial withdrawal of less than $100 nor will we permit a
partial withdrawal if the Accumulated Value after such requested partial
withdrawal would be less than $1000.

Upon written request, at any time during each Certificate Year, you may make a
withdrawal of the Free Withdrawal Value, as described in Section 12. If the
Free Withdrawal Value is less than $100, then any written request for the Free
Withdrawal Value must be for the entire Free Withdrawal Value.

Any withdrawal, other than one on the last day of a Guarantee Period, will be
effective on the date we receive your written notice. To make a withdrawal that
is to be effective on the last day of any Guarantee Period, we must receive
written notice from you within 30 days prior to the expiry of such Guarantee
Period.

We may defer payment of a withdrawal in the same manner as we may defer payment
of the Surrender Value, described in Section 14.

- -------------------------------------------------------------------------------
12. CONTINGENT DEFERRED SALES LOAD
- -------------------------------------------------------------------------------
A Contingent Deferred Sales Load ("CDSL") will be computed upon surrender of
this certificate and upon each partial withdrawal. To determine the CDSL, we
will first deduct the following amounts from the premium payments made to date
in the order that such payments were received:

(a) The sum of all certificate fees deducted to date;

(b) The sum of all prior partial withdrawals;

The Free Withdrawal Value is an amount equal to 10% of the Accumulated Value of
this certificate on the first day of the current certificate year less the sum
of all prior partial withdrawals made during the current certificate year. This
amount may be withdrawn without incurring a CDSL.

We will then continue to withdraw the remaining premium payments in the order
that they were received and will apply a CDSL to each premium in
accordance with the following table, until all remaining premium payments have
been withdrawn, or until the total amount withdrawn (including the CDSL) reaches
(i) the Accumulated Value, adjusted by any MVA in the case of a full surrender,
or (ii) the amount of the partial withdrawal.

11 P1195ANY
<PAGE>

During each Certificate Year you may make withdrawals in an amount not to exceed
the Free Withdrawal Value without incurring a CDSL. Withdrawals in excess of
the Free Withdrawal Value will be subject to a CDSL in accordance with the table
shown below.

The charge (expressed as a percentage of the amount subject to the charge) is
shown below.

<TABLE>
<CAPTION>
- ---------------------------------------------------
Years From Date of Each
Premium Payment to Date of
Surrender or Withdrawal CDSL
- ---------------------------------------------------
7 or more No Charge
- ---------------------------------------------------
<S> <C>
at least 6, but less than 7 1%
- ---------------------------------------------------
at least 5, but less than 6 2%
- ---------------------------------------------------
at least 4, but less than 5 3%
- ---------------------------------------------------
at least 3, but less than 4 4%
- ---------------------------------------------------
at least 2, but less than 3 5%
- ---------------------------------------------------
Less than 2 Years 6%
- ---------------------------------------------------
</TABLE>

A withdrawal will be deemed to have been "made" on the date we receive written
notice. For purposes of determining the CDSL, payment of the Surrender Value
will be deemed a withdrawal.
<PAGE>

- -------------------------------------------------------------------------------
13. MARKET VALUE ADJUSTMENT
- -------------------------------------------------------------------------------
Prior to the last day of any Guarantee Period, amounts withdrawn or transferred
from the MVA Fixed Account will be adjusted up or down by the application of a
Market Value Adjustment.

FORMULA

The Market Value Adjustment is equal to A times (B minus 1) where:

A is the amount subject to a market value adjustment, and

B is the market value adjustment factor below:

[ 1 + g ] n/12
[-------------]
[1 + c + .0025]

Where:

g = The guaranteed rate in effect for the current Guarantee Period (in decimal
form).

c = The current rate (in decimal form) in effect for durations equal to the
number of years remaining in the current Guarantee Period (years rounded
up to the nearest whole number). If not available, we will declare a rate
solely for this purpose that is consistent with rates for durations that are
currently available.

n = The number of complete months from the date of withdrawal to the end of the
current Guarantee Period. (Where less than one complete month remains, n
will equal one unless a withdrawal is made on the last day of the
Guarantee Period at which time no adjustment will apply.)

The Market Value Adjustment may be positive or negative. In addition, the
Market Value Adjustment will not exceed, in a positive or negative direction,
the amount of any excess interest earned on the amount withdrawn or
transferred during a Guarantee Period up to the point of withdrawal or
surrender. Excess interest is defined as the dollar amount of interest earned
since the beginning of the Guarantee Period in excess of the amount of interest
that would have been earned had the effective annual interest rate been 3% and
the Accumulated Value determined in accordance with Section 7, Accumulations.

13 P1395ANY
<PAGE>

- -------------------------------------------------------------------------------
14. SURRENDER PROVISION
- -------------------------------------------------------------------------------
Upon receipt of written notice from you before the Annuitant's death and the
Date of Maturity, we will pay the Surrender Value. To make a surrender that is
to be effective on the last day of any Guarantee Period, we must receive written
notice from you within 30 days prior to the expiry of such Guarantee Period.

- -------------------------------------------------------------------------------
15. CONVERSION
- -------------------------------------------------------------------------------
By written notice, you may elect the Date of Maturity at any time before the
Provisional Date of Maturity, provided that the Date elected is (i) no later
than the Annuitant's 90th birthday, without our prior approval; (ii) at
least 31 days after our receipt of the written notice; and (iii) at least
twelve months after the date the first premium was applied to
this certificate. If no other election is made, the Date of Maturity will be
as shown in Section 1, except to the extent provided in Section 6.

CONVERSION OF ACCUMULATION UNITS TO ANNUITY UNITS

On the Date of Maturity or other date elected under Section 16 for commencement
of annuity payments, the Accumulation Units credited to this certificate will be
converted into Annuity Units. Annuity payments will then commence subject to
the limitations specified in Section 16 and all other applicable provisions.
The number of Annuity Units credited to each Subaccount will be determined by:
(1) multiplying the number of Accumulation Units credited to the Subaccount on
the date of conversion by the Accumulation Unit Value for the Subaccount as of
ten days prior to the date the first annuity payment is due; (2) deducting any
applicable premium tax; (3) dividing the resulting value by 1000; (4)
multiplying the value from (3) by the applicable factor from the Table of First
Variable Annuity Payment Factors for the option elected, or if no option is
elected the applicable factor for the Option A (Variable) with a Duration
of ten years, to determine that Subaccount's portion of the variable portion
of the first monthly annuity payment, and (5) dividing the value from (4) by
the Annuity Unit Value for the Subaccount as of ten days prior to the date the
first annuity payment is due.

VARIABLE ANNUITY PAYMENTS

CONVERSION OF ACCUMULATED VALUE IN MVA FIXED ACCOUNT

On the Date of Maturity or other date elected to begin annuity payments, we will
convert the Accumulated Value of this certificate adjusted by a Market Value
Adjustment, if applicable, into annuity payments.

- -------------------------------------------------------------------------------
16. SETTLEMENT PROVISIONS
- -------------------------------------------------------------------------------
ANNUITY ON DATE OF MATURITY

We shall make the annuity payments provided on the first page of this
certificate automatically as a Life Annuity with Payments for a
Duration of 10 Years in accordance with the provisions of Option A unless
another option is elected. We shall determine the amounts of the annuity
payments in accordance with the provisions of this section and of the
"Conversion" provision in Section 15. Amounts in the Subaccounts will be used
to provide variable benefits. Amounts in the MVA Fixed Account will be used
to provide fixed benefits.

If the amount of the first monthly annuity payment would be less than $20, we
will make a single payment equal to the Surrender Value on the Date of Maturity.
This single payment shall be in place of all other benefits provided by this
certificate. If the amount of the first monthly annuity payment would be at
least $20 but less than $50, we may make payments at quarterly, semi-annual or
annual intervals.

OPTIONAL METHODS OF SETTLEMENT

In place of (i) the Annuity on the Date of Maturity provided on the first page
of this certificate or (ii) a single payment in case of death prior to the date
annuity payments commence or (iii) a single payment in case of surrender which
occurs at least 6 months after the date the first premium is applied to this
certificate, proceeds payable under this certificate may be left with us in
accordance with one of the options set forth below and the terms of a
supplementary agreement to be issued when the option becomes effective, but only
if (i) such proceeds are in an amount of $5000 or more and (ii) the amount of
the first monthly annuity payment would be $50 or more.

Option A
- --------

A(Variable) - Life Annuity on a Variable Basis with Payments for a
Duration of 5, 10, or 20 years.

If the Measuring Person's death occurs within the Duration, payments will be
made for the remainder of the Duration in accordance with the terms of the
supplementary agreement.

A(Fixed) - Life Annuity with Payments for a Duration of 5, 10, or 20 years.

If the Measuring Person's death occurs within the Duration, payments will be
made for the remainder of the Duration accordance with the terms of the
supplementary agreement.

A five year Duration cannot be elected if the Measuring Person is age 85 or
older at the time of annuitization.

Option B
- --------

B(Variable) - Life Annuity on a Variable Basis Without Further Payment on Death
of the Measuring Person.

B(Fixed) - Life Annuity Without Further Payment on Death of the Measuring
Person.

15 P1595ANY
<PAGE>

Option B is not available if the Measuring Person is age 85 or older at
the time of annuitization.

You may elect an option by written notice before the death of the Annuitant and
before the commencement of annuity payments. If you have made no election
before the death of the Annuitant, the Beneficiary may make an election by
written notice before the proceeds become payable.

ANNUITY PAYMENT AND OPTION LIMITATIONS

While the Annuitant is living (i) the Measuring Person will be the Annuitant;
(ii) the Payee will be the Annuitant unless otherwise directed by you; and (iii)
the Contingent Payee will be the Beneficiary unless otherwise provided by
written notice.

We must consent to an optional methods of settlement are not available
without our consent if the proceeds are payable to an executor, administrator,
trustee, corporation, partnership or association.

If the Participant of this certificate dies on or after annuity payments have
begun, any remaining benefit under such annuity on the date of the Participant's
death must be paid out at least as rapidly as under the method of making annuity
payments then in effect.

FIRST VARIABLE ANNUITY PAYMENT FACTORS

The Table of First Variable Annuity Payment Factors shows the amount of the
variable portion of the first monthly annuity payment provided on the first page
of this certificate and under Option A(Variable) and Option B(Variable) for each
$1,000 applied. The factors in this table are based on the 1983a Individual
Annuity Mortality Table for males and females with mortality and age adjustments
and interest at the rate of 3 1/2% a year. If permitted by state law, the
Participant may choose 5% or 6% in place of the 3 1/2% rate. The amount of the
variable portion of the first payment will depend on the sex and adjusted age of
the Measuring Person. The adjusted age is determined from the actual age on the
Measuring Person's birthday nearest the date the first annuity payment is due,
by subtracting one year for each complete 10 year period elapsed since the Date
of Issue.

FIXED ANNUITY PAYMENTS

TABLE OF FIRST VARIABLE ANNUITY PAYMENT FACTORS

Monthly life annuity with payments on a variable basis for each $1,000 applied.

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

<TABLE>
<CAPTION>
Option A(Variable) Option B (Variable)
Life Annuity Without
Life Annuity with Payments Further Payment on
Death
Adjusted for a Duration of Measuring Person
Age of Measuring ------------------------------------------------------ --------------------------
Person on Birthday 5 Years 10 Years 20 Years
Nearest Date ------- -------- --------
of First Payment Male Female Male Female Male Female Male Female
- ------------------ ---- ------ ---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
55 4.50 4.13 4.46 4.11 4.32 4.05 4.51 4.13
56 4.58 4.19 4.54 4.18 4.38 4.10 4.59 4.20
57 4.67 4.26 4.62 4.24 4.44 4.16 4.68 4.27
58 4.76 4.33 4.71 4.31 4.50 4.22 4.78 4.34
59 4.86 4.41 4.80 4.39 4.57 4.28 4.88 4.42
60 4.96 4.49 4.90 4.46 4.63 4.35 4.98 4.50
61 5.08 4.58 5.00 4.55 4.70 4.41 5.10 4.59
62 5.20 4.67 5.11 4.64 4.77 4.48 5.22 4.69
63 5.32 4.77 5.23 4.73 4.84 4.55 5.36 4.79
64 5.46 4.88 5.35 4.83 4.91 4.62 5.50 4.89
65 5.61 4.99 5.47 4.94 4.97 4.69 5.65 5.01
66 5.76 5.11 5.61 5.05 5.04 4.77 5.81 5.13
67 5.93 5.24 5.74 5.17 5.11 4.84 5.99 5.27
68 6.10 5.38 5.89 5.29 5.17 4.92 6.17 5.41
69 6.29 5.53 6.04 5.43 5.24 5.00 6.37 5.56
70 6.49 5.69 6.20 5.57 5.30 5.07 6.59 5.73
71 6.69 5.86 6.36 5.72 5.35 5.15 6.81 5.91
72 6.91 6.05 6.52 5.88 5.41 5.22 7.05 6.10
73 7.14 6.25 6.69 6.04 5.46 5.29 7.31 6.32
74 7.39 6.46 6.87 6.22 5.50 5.35 7.58 6.55
75 7.65 6.70 7.05 6.40 5.54 5.41 7.88 6.79
76 7.92 6.94 7.23 6.59 5.58 5.47 8.19 7.06
77 8.21 7.20 7.41 6.78 5.61 5.52 8.53 7.35
78 8.52 7.48 7.59 6.98 5.64 5.56 8.90 7.66
79 8.84 7.78 7.78 7.19 5.67 5.61 9.29 8.00
80 9.17 8.10 7.96 7.40 5.69 5.64 9.71 8.36
81 9.52 8.44 8.14 7.61 5.71 5.67 10.16 8.76
82 9.88 8.81 8.31 7.82 5.73 5.70 10.64 9.20
83 10.26 9.19 8.48 8.03 5.74 5.72 11.16 9.67
84 10.65 9.59 8.64 8.23 5.74 5.73 11.71 10.18
85 and over 11.05 10.02 8.79 8.42 5.75 5.74 12.30 10.74
</TABLE>

17 P1795A
<PAGE>

TABLE OF FIXED ANNUITY PAYMENT FACTORS

Monthly life annuity with payments on a fixed basis for each $1,000 applied.

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

<TABLE>
<CAPTION>
Option A(Variable) Option B (Variable)
Life Annuity Without
Life Annuity with Payments Further Payment on
Death
Adjusted for a Duration of Measuring Person
Age of Measuring ------------------------------------------------------ --------------------------
Person on Birthday 5 Years 10 Years 20 Years
Nearest Date ------- -------- --------
of First Payment Male Female Male Female Male Female Male Female
- ------------------ ---- ------ ---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
55 3.55 3.55 3.54 3.54 3.48 3.48 3.55 3.55
56 3.62 3.62 3.60 3.60 3.54 3.54 3.62 3.62
57 3.69 3.69 3.67 3.67 3.60 3.60 3.69 3.69
58 3.76 3.76 3.74 3.74 3.66 3.66 3.77 3.77
59 3.84 3.84 3.82 3.82 3.73 3.73 3.85 3.85
60 3.92 3.92 3.90 3.90 3.79 3.79 3.93 3.93
61 4.01 4.01 3.99 3.99 3.86 3.86 4.02 4.02
62 4.11 4.11 4.08 4.08 3.94 3.94 4.12 4.12
63 4.21 4.21 4.17 4.17 4.01 4.01 4.22 4.22
64 4.32 4.32 4.28 4.28 4.08 4.08 4.33 4.33
65 4.43 4.43 4.38 4.38 4.16 4.16 4.45 4.45
66 4.55 4.55 4.50 4.50 4.24 4.24 4.57 4.57
67 4.68 4.68 4.62 4.62 4.32 4.32 4.70 4.70
68 4.82 4.82 4.75 4.75 4.40 4.40 4.85 4.85
69 4.97 4.97 4.88 4.88 4.48 4.48 5.00 5.00
70 5.14 5.14 5.03 5.03 4.56 4.56 5.17 5.17
71 5.31 5.31 5.18 5.18 4.64 4.64 5.35 5.35
72 5.50 5.50 5.34 5.34 4.71 4.71 5.54 5.54
73 5.70 5.70 5.51 5.51 4.78 4.78 5.75 5.75
74 5.91 5.91 5.69 5.69 4.85 4.85 5.98 5.98
75 6.14 6.14 5.87 5.87 4.92 4.92 6.23 6.23
76 6.39 6.39 6.07 6.07 4.97 4.97 6.49 6.49
77 6.65 6.65 6.27 6.27 5.03 5.03 6.78 6.78
78 6.93 6.93 6.47 6.47 5.08 5.08 7.09 7.09
79 7.23 7.23 6.68 6.68 5.12 5.12 7.42 7.42
80 7.55 7.55 6.90 6.90 5.16 5.16 7.79 7.79
81 7.90 7.90 7.11 7.11 5.19 5.19 8.18 8.18
82 8.26 8.26 7.33 7.33 5.22 5.22 8.62 8.62
83 8.65 8.65 7.54 7.54 5.23 5.23 9.08 9.08
84 9.05 9.05 7.74 7.74 5.25 5.25 9.59 9.59
85 and over 9.48 9.48 7.94 7.94 5.26 5.26 10.15 10.15
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
17. PROOF REQUIRED FOR PAYMENT
- --------------------------------------------------------------------------------
Before making the first annuity payment, we shall have the right to require
proof of the correct age of the Measuring Person. We shall also have the right
to require proof that the Measuring Person is living on the date each annuity
payment is due.

- --------------------------------------------------------------------------------
18. MISSTATEMENTS
- --------------------------------------------------------------------------------
If the age or sex of the Measuring Person has been misstated, we will adjust the
amount of each annuity payment to reflect the correct age and sex. Any
overpayment will be repaid to us. If it is not repaid, we will deduct the
overpayment from future payments we make under this certificate. Any
underpayment will be added to future payments we make under this certificate.
Interest on any overpayment or underpayment will be paid at the annual rate of
6% to the date of payment, charge, or credit.

- --------------------------------------------------------------------------------
19. ASSIGNMENT
- --------------------------------------------------------------------------------
You may assign your interest in this certificate, except as otherwise provided,
without the consent of any revocable Beneficiary. Your interest, any interest
of the Annuitant and of any revocable Beneficiary shall be subject to the terms
of the assignment.

- --------------------------------------------------------------------------------
20. CLAIMS OF CREDITORS
- --------------------------------------------------------------------------------
The proceeds and all other payments under this certificate will be exempt from
the claims of creditors to the extent permitted by law. The proceeds and
payments may not be assigned or withdrawn before becoming payable without our
agreement.

- --------------------------------------------------------------------------------
21. RIGHT TO MAKE CHANGES
- --------------------------------------------------------------------------------
We reserve the right to make certain changes if, in our judgment, they would
best serve the interest of the participants of certificates such as this or
would be appropriate in carrying out the purposes of such certificates. Any
changes will be made only to the extent and in the manner permitted by
applicable laws. Also, when required by law, we will obtain your approval of
the changes and approval from any appropriate regulatory authority.

If any changes result in a material change in the underlying investment of
Accounts to which the reserves for this certificate are allocated, we will
notify you of such change. You may then make a new election under the
Investment / Transfer Option provision.

- --------------------------------------------------------------------------------
22. ANNUAL STATEMENT
- --------------------------------------------------------------------------------
We will furnish you with reports annually, or more frequently, as required by
applicable law. They will include: (i) a statement of the investments held in
each Fund; and (ii) a statement of the condition and value of this certificate
which will show the number of Accumulation Units, if any, credited to each
Subaccount, the value of each Accumulation Unit, and the Accumulated Value of
this certificate.

19 P1995ANY
<PAGE>

- --------------------------------------------------------------------------------
23. MISCELLANEOUS
- --------------------------------------------------------------------------------
If the Accumulated Value of this certificate becomes zero, we reserve the right
to terminate this certificate.

Under New York law, all income, gains and losses, realized or unrealized, of the
Separate Accounts shall be credited to or charged against the amounts placed in
the Separate Accounts without regard to our other income, gains and losses. The
assets of the Separate Accounts are owned solely by us. We are not a trustee
with respect to any part or the whole of those assets. The portion of the
assets in the Separate Accounts equal to the reserves and other liabilities
under this certificate with respect to the Separate Accounts shall not be
chargeable with liabilities arising out of any other business we may conduct.

The values and benefits are not less than the minimum requirements of state law.
<PAGE>

The Participant, by virtue of this certificate, is a member of the John Hancock
Mutual Life Insurance Company, and is entitled to vote either in person or by
proxy at any and all meetings of the Company. The annual meetings are held at
the Company's Home Office on the second Monday of April in each year, at twelve
o'clock noon.

Communications about this certificate should be sent to the Company at its
Servicing Office, Boston, Massachusetts 02117.

GROUP ANNUITY CERTIFICATE
Combination Variable/Modified Guarantee Annuity
Initial Premium shown on page 3

All benefits, payments and values under this certificate which are based on the
investment experience of a Separate Account are variable and not guaranteed as
to fixed dollar amount.

<PAGE>
Exhibit 4(c)

[LOGO OF JOHN HANCOCK MUTUAL VARIABLE LIFE
INSURANCE COMPANY FINANCIAL SERVICES
APPEARS HERE] John Hancock Place
PO Box 717
Boston, Massachusetts 02117

OWNER [JOHN DOE] ANNUITY POLICY NUMBER [000000]
ANNUITANT [JOHN DOE]

John Hancock Mutual Variable Life Insurance Company ("the Company") agrees
to provide the benefits, rights and privileges as stated in this policy.

If this policy is in force on the Date of Maturity, we will pay an annuity to
the Annuitant, unless otherwise directed by the Owner. The variable and fixed
portions of each annuity payment will be determined in accordance with Section
15 of this policy. The variable portion may increase or decrease depending upon
the investment experience of the Subaccounts in which the Net Premiums are
invested. Unless another option offered in Section 16 is elected, annuity
payments will be payable for a guaranteed period of 10 years and as long
thereafter as the Annuitant lives.

By written notice, the Owner may elect the Date of Maturity at any time before
the Provisional Date of Maturity, provided the Date elected is: (i) not later
than the Annuitant's 85th birthday without our prior approval; (ii) at least 31
days after our receipt of the written notice; and (iii) at least six
months after the date the first premium was is applied to this policy. If
no other election is made, the Date of Maturity will be the Provisional Date of
Maturity.

We are issuing this policy in consideration of the application and the payment
of premiums.

Combination Variable/Modified Guarantee Annuity
Nonparticipating - not eligible for dividends
Initial Premium shown on page 3

All benefits, payments and values under this policy which are based on the
investment experience of a Separate Account are variable and not guaranteed as
to fixed dollar amount.

Right to Cancel - The Owner may surrender this policy by delivering or mailing
it to the Company at Boston, Massachusetts (or to the agent or agency office
through which it was delivered) within 10 days after receipt by the Owner of the
policy. Immediately on such delivery or mailing, the policy shall be deemed
void from the beginning and a refund will be made within 10 days. The amount
refunded will be the sum of (i) the Accumulated Value, including any Market
Value Adjustment, at the end of the Valuation Period during which we receive the
policy and (ii) the sum of all charges made with respect to the policy.

John Hancock Servicing Office
-----------------------------

John Hancock Investors Services Corporation
P.O. Box 9298
Boston, Massachusetts 02205-9298
Telephone [800-824-0335]
<PAGE>

POLICY PROVISIONS
<TABLE>
<CAPTION>
Numerical Guide Alphabetical Guide

Section Section
- ------- -------
<C> <S> <C>
1. Policy Specifications 7. Accumulations
2. Definitions 22. Annual Statement
3. Owner, Beneficiary 19. Assignment
4. The Policy
5. Premiums
6. Investment/Transfer Options 20. Claims of Creditors
7. Accumulations 12. Contingent Deferred Sales
Load
8. Valuation Procedures
9. Death Benefit 15. Conversion
10. Policy Fee and Rider 9. Death Benefit
Charges
11. Partial Withdrawals 2. Definitions
12. Contingent Deferred Sales 6. Investment/Transfer
Load Options
13. Market Value Adjustment 13. Market Value Adjustment
14. Surrender Provision 23. Miscellaneous
15. Conversion 18. Misstatements
16. Settlement Provisions 11. Partial Withdrawals
17. Proof Required for Payment 3. Owner, Beneficiary
18. Misstatements 10. Policy Fee and Rider
Charges
19. Assignment 1. Policy Specifications
20. Claims of Creditors 5. Premiums
21. Right to Make Changes 17. Proof Required for Payment
22. Annual Statement 21. Right to Make Changes
23. Miscellaneous 16. Settlement Provisions
14. Surrender Provision
4. The Policy
8. Valuation Procedures

</TABLE>

2
<PAGE>

- --------------------------------------------------------------------------------
1. POLICY SPECIFICATIONS
- --------------------------------------------------------------------------------
OWNER [John Doe]
ANNUITANT(S) [John Doe]
OWNER [John Doe]
ANNUITY POLICY NUMBER [0000000]
AGE OF ANNUITANT AT ISSUE [35]
DATE OF ISSUE [January 1, 1996]
INITIAL PREMIUM PAYMENT [$1,000.00]
PROVISIONAL DATE OF MATURITY [January 1, 2036]
BENEFICIARY [Jane Doe]
CONTRACT ANNIVERSARY [January 1]
MAXIMUM CHARGES [See Section 8]
CONTRACT CHARGE* [$30.00]

<TABLE>
<CAPTION>
Years From Date of Premium Payment
to Date of Surrender or Withdrawal CDSL**
- ---------------------------------------------------
7 or more No Charge
- ---------------------------------------------------
<S> <C>
at least 6, but less than 7 2%
- ---------------------------------------------------
at least 5, but less than 6 3%
- ---------------------------------------------------
at least 4, but less than 5 4%
- ---------------------------------------------------
at least 3, but less than 4 5%
- ---------------------------------------------------
at least 2, but less than 3 5%
- ---------------------------------------------------
Less than 2 Years 6%
- ---------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
ANNUAL PERCENTAGE
RIDERS ELECTED RATE (APR) ANNUAL RIDER CHARGE ***
- -------------- ------------------------- -----------------------
<S> <C> <C>
One Year Stepped-Up
Death Benefit Rider [.15%] APR x Accumulated Value

Accidental Death Benefit Rider [.10%] APR x Accumulated Value

Nursing Home Waiver of
Contingent Deferred
Sales Load Rider [.05%] APR x Accumulated Value

</TABLE>

* Not applicable if Accumulated Value exceeds $10,000.
**The Contingent Deferred Sales Load is not subject to change. For an
explanation of the Contigent Deferred Sales Load, see Section 12 of this
policy.
***For an explanation of rider charges, see Section 10 of this policy.

3
<PAGE>

The term "Account", unmodified, means a Subaccount or a Guarantee Period.

The term "Accumulated Value" means the value of this policy on any date prior to
the commencement of annuity payments. This value equals the sum of (i) the
Accumulated Values for all Subaccounts and (ii) the Accumulated Value of this
policy in the MVA Fixed Account. The Accumulated Value for each Subaccount as
of any date will equal the number of Accumulation Units for that Subaccount then
credited to this policy multiplied by the Accumulation Unit Value for that
Subaccount on that date. Accumulated Value for the MVA Fixed Account is defined
in Section 7.

The term "Accumulation Unit" means a unit of measurement used in determining the
value of this policy prior to the commencement of annuity payments. The
Accumulation Unit Value for each Subaccount will reflect the investment
experience of that Subaccount. It will vary in dollar amount.

The term "Annuitant" means the individual designated as such in the application
for this policy.

The term "Beneficiary" is defined in Section 3.

The terms "Contingent Deferred Sales Load" or ("CDSL") are is defined in
Section 12.

The term "Date of Issue" means, the date shown in Section 1.

The term "Date of Maturity" is the date annuity payments under this policy
begin, in accordance with Section 15.

The term "Free Withdrawal Value" means an amount equal to the greater of (i)
and (ii) where: (i) is an amount equal to 10% of the Accumulated Value of this
policy on the first day of the current Policy Year; and (ii) is the sum of any
premium payments, that have not already been liquidated, made at least seven
years before the requested withdrawal; less the sum of all prior partial
withdrawals made during the current Policy Year.

The term "Fund" means each division of a Series Fund which has a specific
investment objective.

The term "In force" means that the Annuitant is living, the Surrender
Value of this policy has not become payable, and this policy has not been
terminated in accordance with the "Premiums" provision in Section 5.

The term "Guarantee Period" refers to a Guarantee Period elected under the
Market Value Adjusted Fixed Account.

The term "Last Valuation Date" means the earliest of the Date of Maturity, the
Surrender Date, and the date of the Annuitant's death.

The term "Market Value Adjustment" is defined in Section 13.

The term "Market Value Adjustment Factor" is defined in Section 13.

The term "Market Value Adjusted Fixed Account or ("MVA") Fixed
Account" means, unmodified, a separate investment account established by us
pursuant to applicable law in which you are eligible to invest under this
policy.

The term "Measuring Person" means the person on whose life annuity payments will
be based.

4
<PAGE>

The term "Owner" is defined in Section 3.

The term "Partial Withdrawal" is defined in Section 11.

The term "Payment" means, unless otherwise stated, payment at our Servicing
Office in Boston, Massachusetts.

The term "Policy Year" means the 12 month period beginning on the Date of Issue
and each 12 month period thereafter.

The term "Premium" means the premium paid less any applicable taxes based on the
amount of premium payment.

The term "Separate Account", unmodified, means a separate investment account
established by us pursuant to applicable law in which you are eligible to invest
under this policy.

The term "Series Fund" means a series type mutual fund registered under the
Investment Company Act of 1940 (the Act) as an open-end diversified management
investment company.

The term "Subaccount", means each division of a Separate Account. The assets of
each Subaccount are invested solely in shares of the corresponding Fund of a
Series Fund.

The term "Surrender Date" means the date of receipt of written notice of
surrender under Section 14.

The term "Surrender Value" means the Accumulated Value of this policy, adjusted
by any Market Value Adjustment, less, if applicable, any policy fees, any income
taxes withheld, any rider charges, any deduction for premium taxes or similar
taxes, and any CDSL.

The term "Valuation Date" means any date on which the New York Stock Exchange is
open for trading and on which the Fund values its shares.

The term "Valuation Period" means that period of time from the beginning of the
day next following a Valuation Date to the end of the next following
Valuation Date.

The terms "we", "us" , "our" refer only to the Company.

The term "withdrawal" means, unless otherwise specified, the amount withdrawn
prior to any deductions but after any Market Value Adjustment.

The term "written notice" means, unless otherwise stated, a notice in writing
satisfactory to us which is received at our Servicing Office in Boston,
Massachusetts.

The terms "you" and "your" refer to the Owner of this policy.

<PAGE>

- --------------------------------------------------------------------------------
3. OWNER, BENEFICIARY
- --------------------------------------------------------------------------------
The Owner and the Beneficiary will be as shown in the application unless you
change them or they are changed by the terms of this provision. With regard to
joint Owners, upon the death of the first to die at the first death of a
joint Owner prior to the Date of Maturity and prior to the Surrender Date, the
Beneficiary will be the surviving Owner notwithstanding that the designated
Beneficiary may be different.

If the Annuitant dies and there is no surviving Beneficiary, you will be the
Beneficiary, but if you were the Annuitant, your estate will be the Beneficiary.

You have the sole and absolute power to exercise all rights and privileges
without the consent of any other person except as provided by this policy or
unless you provide otherwise by written notice.

While the Annuitant is alive, you may change the Owner may be changed by written
notice. You may change T the Beneficiary may be changed by written notice no
later than our receipt of the required proof of the Annuitant's death. A change
will take effect when the notice is signed if we acknowledge receipt of the
notice at our Servicing Office. The change will take effect whether or not you
or the Annuitant is then alive when we receive the notice . A change shall be
subject to the rights of any assignee of record with us and subject to any
payment made or other action taken by us before we acknowledge receipt.
Regarding joint Owners, signatures of both joint Owners are required for any
transactions requiring written notification from an Owner.

Policy Years, policy months, and policy anniversaries are measured from the Date
of Issue of this policy.

Only the President, a Vice President, the Secretary, or an Assistant Secretary
of the Company has authority to waive or modify any of the provisions of the
contract.

- --------------------------------------------------------------------------------
5. PREMIUMS
- --------------------------------------------------------------------------------
PAYMENT OF PREMIUMS

All premium payments shall be made to us at our Servicing Office. Premium
payments are subject to the following conditions:

(a) Each premium payment must be at least $500. If payments are made through
the Direct Premium Payment Program, the minimum premium payment allowed is
$100.
(b) The maximum premium that may be deposited to this policy in any Policy Year
is $1,000,000.
(c) No premium payments may be made to this policy within six months prior to
the Annuitant's 85th birthday or thereafter.

Upon request we will consider waiving any of the above conditions.

PREMIUM TAXES

A deduction for a premium tax or a similar tax will be made from the Accumulated
Value at the time of annuitization. If we pay a tax on the premium at the time
such premium is paid, then we will deduct a charge for these taxes from the
Accumulated Value as follows: (i) a portion of such charge will be deducted
upon each withdrawal based on the amount withdrawn; and (ii) the remainder of
such charge will be deducted at the time of annuitization, death, or
surrender. for the amount withdrawn or surrendered, at the time of
annuitization, death, surrender, or withdrawal.

6
<PAGE>

The Net Premium will be allocated to the Accounts according to the investment
option then in effect. The initial investment option is that elected by you in
the application. You may elect to change the investment option. The change
will be effective as to the application of any Net Premium made on or after the
date of receipt at our Servicing Office of notice satisfactory to us. The
minimum percentage that may be allocated to any Account and the maximum number
of Accounts in which amounts may be held will be subject to our administrative
rules in effect at the time of the election. All percentages you elect must be
whole numbers.

If allocation is made to the MVA Fixed Account, you may select from the
Guarantee Periods then available. We reserve the right to change the duration
of Guarantee Periods offered. The period selected will determine the
guaranteed interest rate applicable, which will be payable for a Guarantee
Period. A Guarantee Period begins on the date premium is credited, or in the
case of transfer, on the effective date of transfer.

The effective date of a new Guarantee Period will be the first day following the
expiry of the immediately preceding Guarantee Period. Except as otherwise
provided, a Guarantee Period is not available if it extends beyond the Date of
Maturity. Also, except as otherwise provided, if a new Guarantee Period becomes
effective that causes this policy to continue beyond the Provisional Date of
Maturity, then the Provisional Date of Maturity will become the Annuitant's 85th
birthday, or a later age with our prior approval.

ACCOUNT TRANSFER OPTION

You may elect to reallocate amounts among the Accounts up to twelve times in a
Policy Year. Transfers between the Accounts will be effective on the date of
receipt at our Servicing Office of notice satisfactory to us. No transfer will
be permitted less than on or within 30 days prior to of the Date of
Maturity.

The maximum amount which may be transferred or paid into an Account in any
Policy Year is $1,000,000 without our prior approval. Any transfer made out of
a Guarantee Period of the MVA Fixed Account may be subject to a Market Value
Adjustment.

TRANSFER OPTION AT EXPIRATION OF GUARANTEE PERIOD

At least 30 days prior to the end of any Guarantee Period, we will provide you
with written notice of the expiry of any such Guarantee Period. We must receive
within the 30 days pr eceding ior to the expiry of such Guarantee
Period, a written request to transfer the amount in such Guarantee Period to any
Account from among those that are then available without incurring a Market
Value Adjustment. The transfer elected will be effective on the last day of the
expiring Guarantee Period without incurring a Market Value Adjustment .

If we do not receive written notice within 30 days prior to the expiry of any
Guarantee Period to elect a new Guarantee Period, then amounts available under
such Guarantee Period will be transferred to the Money Market Account. The
effective date of the transfer will be the first day following the expiry of
such Guarantee Period.

ALLOCATION AT ANNUITY COMMENCEMENT AND BEFORE CONVERSION

If the Accumulated Value is invested in more than four Accounts on the Date of
Maturity or other date elected for commencement of annuity payments and before
conversion in accordance with Section 15, we will allocate the Accumulated Value
to the four Accounts then having the largest portions of the Accumulated Value.
To determine the number of Accounts in which the Accumulated Value is invested,
each Subaccount is counted separately as one Account while all Guarantee Periods
are counted together as one Account. The Accumulated Value in Accounts other
than such four Accounts will be allocated to the four Accounts in proportion to
the amounts in the four Accounts. Upon commencement of annuity payments,
transfers are only permitted between Subaccounts. Such allocation will be made
notwithstanding any transfer restrictions specified in this subsection. The
rules that will be applied as of any date will be those in effect on that date.

7
<PAGE>

- --------------------------------------------------------------------------------
7. ACCUMULATIONS
- --------------------------------------------------------------------------------
PURCHASE OF ACCUMULATION UNITS

ACCUMULATED VALUE IN THE MVA FIXED ACCOUNT

We will accumulate (i) the portion of any Net Premium allocated to the MVA Fixed
Account and (ii) any amount transferred to the MVA Fixed Account from a
Subaccount, from the date the premium is received or the transfer is made. The
Accumulated Value of this policy's share of the MVA Fixed Account on any date
prior to the date annuity payments commence is equal to A minus B.

A is the sum of (i), (ii) and (iii) below accumulated with interest to that
date, where:

(i) is any premiums allocated to the MVA Fixed Account;

(ii) is any amounts transferred to the MVA Fixed Account; and

(iii) is the amount of any positive Market Value Adjustments.

B is the sum of (i), (ii), (iii), and (iv) below accumulated with interest to
that date, where:

(i) is any partial withdrawals (including any CDSLs) from the MVA Fixed
Account;

(ii) is any amounts transferred from the MVA Fixed Account;

(iii) is any policy fees, rider charges, premium taxes or similar taxes; and

(iv) is the amount of any negative Market Value Adjustments.

INTEREST ON PREMIUM ALLOCATED TO MVA FIXED ACCOUNT

Premium earns interest for as long as it remains in this policy beginning on the
date it is credited. Interest will be credited daily and will then earn interest
from such date. During a Guarantee Period, the interest rate credited will be
based upon our declared interest rate then in effect and will apply throughout
such Guarantee Period. Such declared interest rate will be expressed on an
annual effective basis and will never be less than the guaranteed minimum rate
of 3% on an annual effective basis. The interest credited on any given day will
be at a rate which, if compounded daily for one year, would equal the applicable
declared interest rate.
- --------------------------------------------------------------------------------
8. VALUATION PROCEDURES
- --------------------------------------------------------------------------------
ACCUMULATION UNIT VALUE

ANNUITY UNIT VALUE

NET INVESTMENT FACTOR

The Net Investment Factor for each Subaccount for any Valuation Period is equal
to one plus the applicable net investment rate for such period. A Net
Investment Factor may be more or less than one. The net investment rate for
each Subaccount for any Valuation Period will be determined by: (1) taking the
sum of the accrued investment income and capital gains and losses, realized or
unrealized, of the Subaccount for the Valuation Period; (2) subtracting the sum
of (i) an amount for any applicable income taxes and (ii) an amount for
mortality and expense risks and administrative expenses computed by multiplying
an amount not to exceed .00003425 times the number of calendar days in the
Valuation Period and multiplying the result by the value of the Subaccount at
the beginning of the Valuation Period; and (3) dividing the result by the value
of the Subaccount at the beginning of the Valuation Period.

VALUATION OF ASSETS

ADJUSTMENT OF UNITS AND VALUES

We reserve the right to change the number and value of the Accumulation Units or
Annuity Units or both without your consent or the consent of any other person,
provided strict equity is preserved and the change does not otherwise affect the
benefits, provisions or investment return of this policy.

- --------------------------------------------------------------------------------
9. DEATH BENEFIT
- --------------------------------------------------------------------------------
If the Annuitant dies before the Date of Maturity, we will pay the Death Benefit
to the Beneficiary. The Death Benefit will equal the greate r st of: (i)
the Accumulated Value of this policy, adjusted by any Market Value Adjustment,
as of the date of receipt of due proof of the Annuitant's death; and (ii) the
amount of the premiums paid less the amount of all partial withdrawals made,
and including any less any applicable CDSL.

Notwithstanding any of the above, the following will apply upon the death of the
Owner, or in the case of joint Owners, upon the death of the first to die, if
the policy value has not already been converted into an annuity:

(i) If the Beneficiary is the spouse of the Owner, the Beneficiary may continue
this policy in force as the Owner.

(ii) If the Beneficiary is not the spouse of the Owner, or if the Beneficiary is
the spouse of the Owner but does not choose to continue this policy, we will pay
the death benefit (or the Surrender Value if the Owner is not the Annuitant) in
full to the Beneficiary within five years of the Owner's death or apply the
Accumulated Value in full towards the purchase of a life annuity on the
Beneficiary with payments beginning within one year of the Owner's death.

- --------------------------------------------------------------------------------
10. POLICY FEE AND RIDER CHARGES
- --------------------------------------------------------------------------------
We will deduct a policy fee of $30 on each of the following: (i) any policy
anniversary prior to the Date of Maturity on which and on the date of surrender
of this policy if the Accumulated Value is then less than $10,000 ; and (ii)
the Surrender Date if the Accumulated Value on such date is less than $10,000.
No policy fee will be deducted if the Accumulated Value is $10,000 or more. The
fee will be deducted from the Accumulated Value of all Accounts according to
the proportion the Accumulated Value of each A account bears to the total
Accumulated Value of this policy. We reserve the right to increase the policy
fee up to $50, subject to applicable state regulations.

We will deduct separate monthly charges for each optional rider that you may
elect at the time of application for this policy. The charges, made at the
beginning of each month, are equal to the Accumulated Value at the beginning of
such month, multiplied by 1/12th of the applicable annual percentage rate, as
specified on page 3 of this policy, for each rider elected. The charge for each
rider elected will be deducted from the Accumulated Value of all Accounts
according to the proportion the Accumulated Value of each Account bears to the
total Accumulated Value of this policy.

9
<PAGE>

- --------------------------------------------------------------------------------
11. PARTIAL WITHDRAWALS
- --------------------------------------------------------------------------------
Subject to the limits described in this Section, you may request a withdrawal of
less than the Surrender Value. The total of the requested amount and any
applicable CDSL made is called a partial withdrawal. We will pay the requested
amount on receipt of written notice before the Annuitant's death and before the
commencement of annuity payments. The amount of the partial withdrawal will then
be deducted from the Accumulated Value. Without our prior approval, we will not
permit a partial withdrawal of less than $100 nor will we permit a partial
withdrawal if the Accumulated Value after such requested partial withdrawal
would be less than $1000.

Upon written request, at any time during each Policy Year, you may make a
withdrawal of the Free Withdrawal Value, as described in Section 12. If the
Free Withdrawal Value is less than $100, then any written request for the Free
Withdrawal Value must be for the entire Free Withdrawal Value.

We may defer payment of a withdrawal in the same manner as we may defer payment
of the Surrender Value as described in Section 14.

- --------------------------------------------------------------------------------
12. CONTINGENT DEFERRED SALES LOAD
- --------------------------------------------------------------------------------
A Contingent Deferred Sales Load ("CDSL") will be computed upon surrender of
this policy and upon each partial withdrawal. To determine the CDSL, we will
first deduct the following amounts from the premium payments made to date in the
order that such payments were received:

(a) The sum of all policy fees deducted to date;

(b) The sum of all prior partial withdrawals;

The Free Withdrawal Value is an amount equal to the greater of (i) and (ii)
where: (i) is an amount equal to 10% of the Accumulated Value of this policy on
the first day of the current Policy Year; and (ii) the sum of any premium
payments, that have not already been liquidated, made at least seven years
before the requested withdrawal; less the sum of all prior partial withdrawals
made during the current Policy Year. 10% of the Accumulated Value of this
policy on the first day of the current Policy Year less the sum of all prior
partial withdrawals made during the current Policy Year. This amount may be
withdrawn without incurring a CDSL.

We will then continue to withdraw the remaining premium payments in the order
that they were received and will apply a CDSL to these premiums in accordance
with the following table, until all remaining premium payments have been
withdrawn, or until the total amount withdrawn (including the CDSL) reaches (i)
the Accumulated Value, adjusted by any MVA in the case of a full surrender, or
(ii) the amount of the partial withdrawal.

10
<PAGE>

During each Policy Year you may make withdrawals in an amount not to exceed the
Free Withdrawal Value without incurring a CDSL. Withdrawals in excess of the
Free Withdrawal Value will be subject to a CDSL in accordance with the table
shown below.

The charge (expressed as a percentage of the amount subject to the charge) is
shown below.

<TABLE>
<CAPTION>
Years From Date of Premium
Payment to Date of
Surrender or Withdrawal CDSL
- --------------------------------------------------------
7 or more No Charge
- --------------------------------------------------------
<S> <C>
at least 6, but less than 7 2%
- --------------------------------------------------------
at least 5, but less than 6 3%
- --------------------------------------------------------
at least 4, but less than 5 4%
- --------------------------------------------------------
at least 3, but less than 4 5%
- --------------------------------------------------------
at least 2, but less than 3 5%
- --------------------------------------------------------
Less than 2 Years 6%
- --------------------------------------------------------
</TABLE>

A withdrawal will be deemed to have been "made" on the date we receive written
notice. For purposes of determining the CDSL, payment of the Surrender Value
will be deemed a withdrawal.

11
<PAGE>

- --------------------------------------------------------------------------------
13. MARKET VALUE ADJUSTMENT
- --------------------------------------------------------------------------------
Prior to the last day of any Guarantee Period, amounts withdrawn or transferred
from the MVA Fixed Account will be adjusted up or down by the application of a
Market Value Adjustment.

FORMULA

The Market Value Adjustment is equal to A times (B minus 1) where:

A is the amount subject to a market value adjustment, and

B is the market value adjustment factor below:
[ 1 + g ] n/12
[--------------]
[ 1 + c + .0025]
Where:

g = The guaranteed rate in effect for the current Guarantee Period (in decimal
form).

The Market Value Adjustment may be positive or negative. In addition, the
Market Value Adjustment will not exceed, in a positive or negative direction,
the amount of any excess interest earned on the amount withdrawn or transferred
during a Guarantee Period up to the point of withdrawal or surrender. Excess
interest is defined as the dollar amount of interest earned since the beginning
of the Guarantee Period in excess of the amount of interest that would have been
earned had the effective annual interest rate been 3% and the Accumulated Value
determined in accordance with Section 7, Accumulations.

<PAGE>

- --------------------------------------------------------------------------------
14. SURRENDER PROVISION
- --------------------------------------------------------------------------------
Upon receipt of written notice from you before the Annuitant's death and the
Date of Maturity, we will pay the Surrender Value. To make a surrender that is
to be effective on the last day of any Guarantee Period, we must receive written
notice from you within 30 days prior to the expiry of such Guarantee Period.

The Surrender Value will be determined by us as of the date of receipt of
written notice. We may defer payment of a Surrender Value for the period
provided by law. With respect to the MVA Fixed Account, we will not defer
payment more than six months beyond the date we receive written notice. If we
defer payment for more than 30 days, we will pay interest on the Surrender Value
at a rate equal to the greater of (i) the rate required by law; and (ii) the
rate declared by us.

- --------------------------------------------------------------------------------
15. CONVERSION
- --------------------------------------------------------------------------------
By written notice, you may elect the Date of Maturity at any time before the
Provisional Date of Maturity, provided that the Date elected is (i) no t
later than the Annuitant's 85th birthday, without our prior approval; (ii) at
least 31 days after our receipt of the written notice; and (iii) at least six
months after the date the first premium was applied to this policy. If
no other election is made, the Date of Maturity will be the Provisional Date of
Maturity shown in Section 1, except to the extent provided in Section 6.

CONVERSION OF ACCUMULATION UNITS TO ANNUITY UNITS

On the Date of Maturity or other date elected under Section 16 for commencement
of annuity payments, the Accumulation Units credited to this policy will be
converted into Annuity Units. Annuity payments will then commence subject to
the limitations specified in Section 16 and all other applicable provisions.
The number of Annuity Units credited to each Subaccount will be determined by:
(1) multiplying the number of Accumulation Units credited to the Subaccount on
the date of conversion by the Accumulation Unit Value for the Subaccount as of
ten days prior to the date the first annuity payment is due; (2) deducting any
applicable premium tax; (3) dividing the resulting value by 1000; (4)
multiplying the value from (3) by the applicable factor from the Table of First
Variable Annuity Payment Factors for the option elected, or if no option is
elected the applicable factor for the Option A (Variable) with a guaranteed
period of ten years, to determine that Subaccount's portion of the variable
portion of the first monthly annuity payment, and (5) dividing the value from
(4) by the Annuity Unit Value for the Subaccount as of ten days prior to the
date the first annuity payment is due.

VARIABLE ANNUITY PAYMENTS

CONVERSION OF ACCUMULATED VALUE IN MVA FIXED ACCOUNT

On the Date of Maturity or other date elected to begin annuity payments, we will
convert the Accumulated Value of the MVA Fixed Account this policy
adjusted by a Market Value Adjustment, if applicable, into annuity payments.

We will determine the fixed portion of the annuity payments by: (i)
dividing the adjusted Accumulated Value by $1,000; and (ii) multiplying the
result by the annuity payment rate then in effect for the option elected in
Section 16.

The fixed portion of the annuity payment will never be less than that available
by applying the adjusted Accumulated Value to buy an immediate annuity offered
by us. If the annuity payments are made monthly, the annuity payment rate is
guaranteed to be at least that provided in the Monthly Annuity Payment Rate
Table in Section 16.

<PAGE>

- --------------------------------------------------------------------------------
16. SETTLEMENT PROVISIONS
- --------------------------------------------------------------------------------
ANNUITY ON DATE OF MATURITY

We shall make the annuity payments provided on the first page of this policy
automatically as a Life Annuity with Payments for a Guaranteed Period of 10
Years in accordance with the provisions of Option A unless another option is
elected. We shall determine the amounts of the annuity payments in accordance
with the provisions of this section and of the "Conversion" provision in Section
15. Amounts in the Subaccounts will be used to provide variable benefits.
Amounts in the MVA Fixed Account will be used to provide fixed benefits.

If the amount of the first monthly annuity payment would be less than $20, we
will make a single payment equal to the Surrender Value on the Date of Maturity.
This single payment shall be in place of all other benefits provided by this
policy. If the amount of the first monthly annuity payment would be at least
$20 but less than $50, we may make payments at quarterly, semi-annual or annual
intervals.

OPTIONAL METHODS OF SETTLEMENT

In place of (i) the Annuity on the Date of Maturity provided on the first page
of this policy or (ii) a single payment in case of death prior to the date
annuity payments commence or (iii) a single payment in case of surrender which
occurs at least 6 months after the date the first premium is applied to this
policy, proceeds payable under this policy may be left with us in accordance
with one of the options set forth below and the terms of a supplementary
agreement to be issued when the option becomes effective, but only if (i) such
proceeds are in an amount of $5000 or more and (ii) the amount of the first
monthly annuity payment would be $50 or more.

Option A
- --------

A(Variable) - Life Annuity on a Variable Basis with Payments for a Guaranteed
Period of 5, 10, or 20 years.

If the Measuring Person's death occurs within the Guaranteed Period, payments
will be made for the remainder of the Guaranteed Period in accordance with the
terms of the supplementary agreement.

A(Fixed) - Life Annuity with Payments for a Guaranteed Period of 5, 10, or 20
years.

If the Measuring Person's death occurs within the Guaranteed Period, payments
will be made for the remainder of the Guaranteed Period in accordance with the
terms of the supplementary agreement.

A five year five year Guaranteed Period of five years or greater cannot be
elected if the Measuring Person is age 85 or older at the time of annuitization.

Option B
- --------

B(Variable) - Life Annuity on a Variable Basis Without Further Payment on Death
of the Measuring Person.

B(Fixed) - Life Annuity Without Further Payment on Death of the Measuring
Person.

14
<PAGE>

Option B is not available if the Measuring Person is age 85 or older at the time
of annuitization.

ANNUITY PAYMENT AND OPTION LIMITATIONS

Other options may be available, however, optional methods of settlement are not
available without our consent if the proceeds are payable to an executor,
administrator, trustee, corporation, partnership or association.

If the Owner of this policy dies on or after annuity payments have begun, any
remaining benefit under such annuity on the date of the Owner's death must be
paid out at least as rapidly as under the method of making annuity payments then
in effect.

FIRST VARIABLE ANNUITY PAYMENT FACTORS

The Table of First Variable Annuity Payment Factors shows the amount of the
variable portion of the first monthly annuity payment provided on the first page
of this policy and under Option A(Variable) and Option B(Variable) for each
$1,000 applied. The factors in this table are based on the 1983a Individual
Annuity Mortality Table for males and females with mortality and age adjustments
and interest at the rate of 3 1/2% a year. If permitted by state law, the Owner
may choose 5% or 6% in place of the 3 1/2% rate. The amount of the variable
portion of the first payment will depend on the sex and adjusted age of the
Measuring Person on the date the first annuity payment is due . The
adjusted age is determined from the actual age on the Measuring Person's
birthday nearest the date the first annuity payment is due, by subtracting one
year for each complete 10 year period elapsed since the Date of Issue.

FIXED ANNUITY PAYMENTS

The Table of Fixed Annuity Payment Factors shows the guaranteed amount of the
fixed portion of the monthly annuity payments for each $1,000 applied. The
factors in this table are based on the 1983a Individual Annuity Mortality Table
for females with interest at the rate of 3% a year. The guaranteed amount of
the fixed portion of the annuity payments will depend on the adjusted age of the
Measuring Person on the date the first annuity payment is due . The
adjusted age is determined from the actual age on the Measuring Person's
birthday nearest the date the first annuity payment is due, by subtracting one
year for each complete 10 year period elapsed since the Date of Issue.

15
<PAGE>

TABLE OF FIRST VARIABLE ANNUITY PAYMENT FACTORS

Monthly life annuity with payments on a variable basis for each $1,000 applied.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Option A(Variable) Option B (Variable)
Adjusted Life Annuity Without
Age of Measuring Life Annuity with Payments Further Payment on
Death
for a Guaranteed Period of Measuring Person
--------------------------------------------- --------------------------
Person on Birthday 5 Years 10 Years 20 Years
Nearest Date ------- -------- --------
of First Payment Male Female Male Female Male Female Male Female
- ------------------ ---- ------ ---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
55 4.50 4.13 4.46 4.11 4.32 4.05 4.51 4.13
56 4.58 4.19 4.54 4.18 4.38 4.10 4.59 4.20
57 4.67 4.26 4.62 4.24 4.44 4.16 4.68 4.27
58 4.76 4.33 4.71 4.31 4.50 4.22 4.78 4.34
59 4.86 4.41 4.80 4.39 4.57 4.28 4.88 4.42
60 4.96 4.49 4.90 4.46 4.63 4.35 4.98 4.50
61 5.08 4.58 5.00 4.55 4.70 4.41 5.10 4.59
62 5.20 4.67 5.11 4.64 4.77 4.48 5.22 4.69
63 5.32 4.77 5.23 4.73 4.84 4.55 5.36 4.79
64 5.46 4.88 5.35 4.83 4.91 4.62 5.50 4.89
65 5.61 4.99 5.47 4.94 4.97 4.69 5.65 5.01
66 5.76 5.11 5.61 5.05 5.04 4.77 5.81 5.13
67 5.93 5.24 5.74 5.17 5.11 4.84 5.99 5.27
68 6.10 5.38 5.89 5.29 5.17 4.92 6.17 5.41
69 6.29 5.53 6.04 5.43 5.24 5.00 6.37 5.56
70 6.49 5.69 6.20 5.57 5.30 5.07 6.59 5.73
71 6.69 5.86 6.36 5.72 5.35 5.15 6.81 5.91
72 6.91 6.05 6.52 5.88 5.41 5.22 7.05 6.10
73 7.14 6.25 6.69 6.04 5.46 5.29 7.31 6.32
74 7.39 6.46 6.87 6.22 5.50 5.35 7.58 6.55
75 7.65 6.70 7.05 6.40 5.54 5.41 7.88 6.79
76 7.92 6.94 7.23 6.59 5.58 5.47 8.19 7.06
77 8.21 7.20 7.41 6.78 5.61 5.52 8.53 7.35
78 8.52 7.48 7.59 6.98 5.64 5.56 8.90 7.66
79 8.84 7.78 7.78 7.19 5.67 5.61 9.29 8.00
80 9.17 8.10 7.96 7.40 5.69 5.64 9.71 8.36
81 9.52 8.44 8.14 7.61 5.71 5.67 10.16 8.76
82 9.88 8.81 8.31 7.82 5.73 5.70 10.64 9.20
83 10.26 9.19 8.48 8.03 5.74 5.72 11.16 9.67
84 10.65 9.59 8.64 8.23 5.74 5.73 11.71 10.18
85 and over 11.05 10.02 8.79 8.42 5.75 5.74 12.30 10.74

</TABLE>

16
<PAGE>

TABLE OF FIXED ANNUITY PAYMENT FACTORS

Monthly life annuity with payments on a fixed basis for each $1,000 applied.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Option A(Variable) Option B (Variable)
Adjusted Life Annuity Without
Age of Measuring Life Annuity with Payments Further Payment on
Death
for a Guaranteed Period of Measuring Person
--------------------------------------------- --------------------------
Person on Birthday 5 Years 10 Years 20 Years
Nearest Date ------- -------- --------
of First Payment Male Female Male Female Male Female Male Female
- ------------------ ---- ------ ---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
55 3.55 3.55 3.54 3.54 3.48 3.48 3.55 3.55
56 3.62 3.62 3.60 3.60 3.54 3.54 3.62 3.62
57 3.69 3.69 3.67 3.67 3.60 3.60 3.69 3.69
58 3.76 3.76 3.74 3.74 3.66 3.66 3.77 3.77
59 3.84 3.84 3.82 3.82 3.73 3.73 3.85 3.85
60 3.92 3.92 3.90 3.90 3.79 3.79 3.93 3.93
61 4.01 4.01 3.99 3.99 3.86 3.86 4.02 4.02
62 4.11 4.11 4.08 4.08 3.94 3.94 4.12 4.12
63 4.21 4.21 4.17 4.17 4.01 4.01 4.22 4.22
64 4.32 4.32 4.28 4.28 4.08 4.08 4.33 4.33
65 4.43 4.43 4.38 4.38 4.16 4.16 4.45 4.45
66 4.55 4.55 4.50 4.50 4.24 4.24 4.57 4.57
67 4.68 4.68 4.62 4.62 4.32 4.32 4.70 4.70
68 4.82 4.82 4.75 4.75 4.40 4.40 4.85 4.85
69 4.97 4.97 4.88 4.88 4.48 4.48 5.00 5.00
70 5.14 5.14 5.03 5.03 4.56 4.56 5.17 5.17
71 5.31 5.31 5.18 5.18 4.64 4.64 5.35 5.35
72 5.50 5.50 5.34 5.34 4.71 4.71 5.54 5.54
73 5.70 5.70 5.51 5.51 4.78 4.78 5.75 5.75
74 5.91 5.91 5.69 5.69 4.85 4.85 5.98 5.98
75 6.14 6.14 5.87 5.87 4.92 4.92 6.23 6.23
76 6.39 6.39 6.07 6.07 4.97 4.97 6.49 6.49
77 6.65 6.65 6.27 6.27 5.03 5.03 6.78 6.78
78 6.93 6.93 6.47 6.47 5.08 5.08 7.09 7.09
79 7.23 7.23 6.68 6.68 5.12 5.12 7.42 7.42
80 7.55 7.55 6.90 6.90 5.16 5.16 7.79 7.79
81 7.90 7.90 7.11 7.11 5.19 5.19 8.18 8.18
82 8.26 8.26 7.33 7.33 5.22 5.22 8.62 8.62
83 8.65 8.65 7.54 7.54 5.23 5.23 9.08 9.08
84 9.05 9.05 7.74 7.74 5.25 5.25 9.59 9.59
85 and over 9.48 9.48 7.94 7.94 5.26 5.26 10.15 10.15

</TABLE>

17
<PAGE>

- --------------------------------------------------------------------------------
18. MISSTATEMENTS
- --------------------------------------------------------------------------------
If the age or sex of the Measuring Person has been misstated, we will adjust the
amount of each annuity payment to reflect the correct age and sex. Any
overpayment will be repaid to us. If it is not repaid, we will deduct the
overpayment from future payments we make under this policy. Any underpayment
will be added to future payments we make under this policy. Interest on any
overpayment will be accrued at an annual rate of 6% to the date or dates of
settlement.

- --------------------------------------------------------------------------------
19. ASSIGNMENT
- --------------------------------------------------------------------------------
You may assign your interest in this policy, except as otherwise provided,
without the consent of any revocable Beneficiary. Your interest, any interest
of the Annuitant and of any revocable Beneficiary shall be subject to the terms
of the assignment.

- --------------------------------------------------------------------------------
20. CLAIMS OF CREDITORS
- --------------------------------------------------------------------------------
The proceeds and all other payments under this policy will be exempt from the
claims of creditors to the extent permitted by law. The proceeds and payments
may not be assigned or withdrawn before becoming payable without our agreement.

- --------------------------------------------------------------------------------
21. RIGHT TO MAKE CHANGES
- --------------------------------------------------------------------------------
We reserve the right to make certain changes if, in our judgment, they would
best serve the interest of the Owners of policies such as this or would be
appropriate in carrying out the purposes of such policies. Any changes will be
made only to the extent and in the manner permitted by applicable laws. Also,
when required by law, we will obtain your approval of the changes and approval
from any appropriate regulatory authority.

If any changes result in a material change in the underlying investment of
Accounts to which the reserves for this policy are allocated, we will notify you
of such change. You may then make a new election under the Investment /
Transfer Option provision.

- --------------------------------------------------------------------------------
22. ANNUAL STATEMENT
- --------------------------------------------------------------------------------
We will furnish you with reports annually, or more frequently, as required by
applicable law. They will include: (i) a statement of the investments held in
each Fund; and (ii) a statement of the condition and value of this policy which
will show the number of Accumulation Units, if any, credited to each Subaccount,
the value of each Accumulation Unit, and the Accumulated Value of this policy.

18
<PAGE>

- --------------------------------------------------------------------------------
23. MISCELLANEOUS
- --------------------------------------------------------------------------------
If the Accumulated Value of this policy becomes zero, we reserve the right to
terminate this policy.

Under Massachusetts law, all income, gains and losses, realized or unrealized,
of the Separate Accounts shall be credited to or charged against the amounts
placed in the Separate Accounts without regard to our other income, gains and
losses. The assets of the Separate Accounts are owned solely by us. We are not
a trustee with respect to any part or the whole of those assets. The portion of
the assets in the Separate Accounts equal to the reserves and other liabilities
under this policy with respect to the Separate Accounts shall not be chargeable
with liabilities arising out of any other business we may conduct.

19
<PAGE>

The OWNER, by virtue of this POLICY, is a member of the John Hancock Mutual
Life Insurance Company, and is entitled to vote either in person or by proxy at
any and all meetings of the Company. The annual meetings are held at the
Company's Home Office on the second Monday of April in each year, at twelve
o'clock noon.

Communications about this policy should be sent to the Company at its Servicing
Office, Boston, Massachusetts 02117.
Combination Variable/Modified Guarantee Annuity
Nonparticipating - not eligible for dividends
Initial Premium shown on page 3

All benefits, payments and values under this policy which are based on the
investment experience of a Separate Account are variable and not guaranteed as
to fixed dollar amount.

<PAGE>
Exhibit 4(d)

[LOGO APPEARS HERE] Mutual Variable Life Insurance Company

- --------------------------------------------------------------------------------
NURSING HOME WAIVER OF CONTINGENT DEFERRED SALES LOAD ("CDSL") RIDER
WAIVER OF CDSL IN EVENT OF OWNER'S CONFINEMENT TO NURSING HOME FACILITY AS
DEFINED AND LIMITED
- --------------------------------------------------------------------------------

We agree, subject to the terms and conditions of this Rider and the certificate,
to waive any applicable Contingent Deferred Sales Load ("CDSL") prior to the
date annuity payments have commenced if beginning at least 90 days after the
Date of Issue all of the following conditions have been met:

1. you were not confined to a Nursing Home Facility within two years before the
Date of Issue of the certificate;

2. you become confined to a Nursing Home Facility for at least 90 consecutive
days;

3. you are receiving Skilled Nursing Care, intermediate care, or custodial care;

4. such care is based on a Physician's plan in accordance with accepted
standards of medical practice, and is Medically Necessary;

5. such care is received while the certificate is in force, and is not assigned;
and

6. the written request for a withdrawal and adequate, written proof of
confinement satisfactory to us is received by us no later than 90 days after
discharge from a Nursing Home Facility.

This Rider is made a part of the certificate to which it is attached, in
consideration of: (a) the application, a copy of which is attached to and made a
part of the certificate; and (b) payment of the applicable rider charge as shown
on page 3 of the certificate. This Rider may not be issued subsequent to the
Date of Issue of the certificate.

Definitions

"Medically Necessary" means appropriate and consistent with the diagnosis in
accord with accepted standards of practice, and which could not have been
omitted without adversely affecting the individual's condition.

"Nursing Home Facility" means a facility which meets all of the following
requirements:

1. it is located in the United States or its territories;

2. it is licensed and operated to provide Skilled Nursing Care for a charge
including room and board, according to the laws of the jurisdiction in
which it is located;

3. it must administer programs of treatment and observation that are ordered
by and are part of a Physician's plan of care; and

4. it provides Skilled Nursing Care under the supervision of a registered
nurse (RN).

Nursing Home Facility does not include any of the following:

. any home health care, including, but not limited to, a place owned or
operated by your spouse, children, parents, grandparents, grandchildren,
siblings, or in-laws;

. a hospital, regardless of whether it provides Skilled Nursing Care;

. a rest home, adult day care center, assisted care living facility,
domiciliary care facility, foster home, or residential care facility;

. any facility with a primary function of providing custodial care.

"Physician" is a licensed medical doctor (MD) or a licensed doctor of osteopathy
(DO) practicing within the scope of his or her license. Physician does not
include you, a spouse, children, parents, grandparents, grandchildren, siblings,
or in-laws.

NURSCNY96
<PAGE>

"Skilled Nursing Care" means nursing care that meets all of the following
requirements:

1. its primary function is to provide daily professional nursing care for your
benefit;

2. it is performed under the orders of a Physician;

3. it is performed by a registered nurse, licensed vocational nurse, licensed
practical nurse, physical therapist, occupational therapist, speech
therapist, respiratory therapist, or registered dietician;

4. it is available on a 24-hour basis.

"You" and "Your" mean the Participant as shown on page 3 of the certificate.

Termination

This Rider will terminate on the earliest of the following:

1. termination of the certificate;

2. the lapse or exchange of the certificate;

3. your written request to discontinue the Rider;

4. the Annuitant's death;

5. the Date of Maturity of the certificate.

Signed for the Company at Boston, Massachusetts.

Secretary

NURSCNY96

<PAGE>

Exhibit 4 (e)

[JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY LOGO APPEARS HERE]

RIDER
ONE YEAR STEPPED-UP DEATH BENEFIT

The Death Benefit provision of your certificate, Section 9, is replaced by the
following:

If the Annuitant dies before the Date of Maturity, we will pay the Death Benefit
to the Beneficiary. The Death Benefit will equal the greatest of: (i) the
Accumulated Value, adjusted by any Market Value Adjustment, as of the date of
receipt of due proof of the Annuitant's death; (ii) the amount of the premiums
paid less the amount of all partial withdrawals made, if any, as of the date of
receipt of due proof of the Annuitant's death; and (iii) the highest Accumulated
Value, adjusted by any Market Value Adjustment, as of any certificate
anniversary preceding the date of receipt of due proof of the Annuitant's death
and preceding the certificate anniversary nearest the Annuitant's 81st birthday
plus any premiums paid less any partial withdrawals made since such certificate
anniversary.

Notwithstanding any of the above, the following will apply upon the death of the
Participant, if the Accumulated Value has not already been converted into
Annuity Units:

(i) If the Beneficiary is the spouse of the Participant, the Beneficiary may
continue the certificate in force as Participant.

(ii) If the Beneficiary is not the spouse of the Participant, or if the
Beneficiary is the spouse of the Participant but does not choose to
continue the certificate, we must pay, in accordance with the Internal
Revenue Code, the Death Benefit (or the Surrender Value if the Participant
is not the Annuitant) in full to the Beneficiary within five years of the
Participant's death or apply the Accumulated Value in full towards the
purchase of a life annuity for the Beneficiary with payments beginning
within one year of the Participant's death.

This Rider is made a part of the certificate to which it is attached and is
effective on the Date of Issue of the certificate. This Rider may not be issued
subsequent to the Date of Issue of the certificate. Consideration for this
Rider is the application, a copy of which is attached to the certificate, and
(b) payment of the applicable rider charge as shown on page 3 of the
certificate.

This Rider will terminate and the Death Benefit provision appearing in the
certificate will become effective upon the earlier of:

(i) receipt of written notice at our Servicing Office that you elect to
terminate this Rider;
(ii) the Date of Maturity;
(iii) the date the certificate is surrendered;
(iv) the date the certificate is exchanged;
(v) the date the certificate is terminated.;
(vi) the date of the Annuitant's death.

Signed for the Company at Boston, Massachusetts.

Secretary
STEPCNY-96

<PAGE>
Exhibit 4(f)

[LOGO OF JOHN HANCOCK FINANCIAL SERVICES APPEARS HERE] Mutual Life Insurance
Company

RIDER
- --------------------------------------------------------------------------------
ACCIDENTAL DEATH BENEFIT RIDER
ADDITIONAL BENEFIT IN EVENT OF ANNUITANT'S ACCIDENTAL DEATH
AS DEFINED ANDLIMITED

(Applicable prior to Annuitant's 80th Birthday)
- --------------------------------------------------------------------------------
We agree, subject to the terms and conditions of this Rider and the certificate,
to pay an Accidental Death Benefit ("ADB") to the Beneficiary. Such ADB will be
payable on receipt at our Servicing Office of due proof of the accidental death
of the Annuitant. Such proof must directly show all of the following:

(1) Death resulted solely from an accidental bodily injury;
(2) Death occurred within 90 days of that injury;
(3) The accidental injury occurred while this Rider was in force;
(4) Both the injury and death occurred (i) prior to the Annuitant's 80th
birthday, (ii) prior to the Date of Maturity of the certificate, (iii) prior
to the surrender date of the certificate, if surrendered.

The ADB payable is that sum which equals the Accumulated Value on the date of
the accident which results in the Annuitant's death, less any partial
withdrawals made subsequent to the date of the accident which results in the
Annuitant's death.

The total ADB payable for all annuity certificates issued by John Hancock Mutual
and Variable Life Insurance Compan y ies on the life of the Annuitant will
be limited to a maximum of $200,000.

We will pay the ADB in one sum unless otherwise provided by written notice under
the Settlement Provisions of the certificate.

This Rider is made a part of the certificate to which it is attached and shall
not have a Date of Issue later than the Date of Issue of the certificate. This
Rider may not be issued subsequent to the Date of Issue of the certificate.
Consideration for this Rider is: (a) the application, a copy of which is
attached to and made a part of the certificate; and (b) payment of the
applicable Rider charge.

ACCIDENTAL DEATH DEFINED
The phrase "accidental death" means death resulting directly and solely from:

a. An accidental injury; or

b. A disease or infection: (i) resulting directly from an accidental injury as
described; and (ii) beginning within 30 days after the date of the injury; or

c. An accidental drowning.

EXCEPTIONS AND EXCLUSIONS
We will pay no benefit on this Rider if the Annuitant's death results, directly
or indirectly, or wholly or partially, from:

(1) An infection or bodily or mental infirmity or disease that existed before or
began after the accidental injury. But this exception will not apply if the
disease or infection is as defined above in the phrase "accidental death";

(2) Intentionally self-inflicted injury while sane; or self-inflicted injury
while insane;

(3) Commission by the Annuitant of an assault or a felony;

(4) Travel, flight or descent in or from any kind of aircraft: (a) which is
being operated for a training purpose; or (b) which the Annuitant is on to
perform specific functions whether they apply to the operation of the
aircraft or not;

(5) War, declared or undeclared;

(6) Service in an armed force of an international organization, or a country or
group of countries at war, declared or undeclared;
<PAGE>

(7) The voluntary use of any controlled substance as defined in Title II of the
Comprehensive Drug Abuse Prevention and Control Act of 1970, as now or
hereafter amended; unless the use is prescribed by a physician for the
Annuitant;

(8) Intoxication, which shall mean ten hundredths of one per cent or more by
weight of alcohol in the Annuitant's blood; unless there is a different
statutory definition in the jurisdiction in which the accidental bodily
injury occurred, in which case that definition of intoxication will apply.

TERMINATION

This Rider will terminate on the earliest of:

a. Surrender of the certificate;

b. Maturity of the certificate;

c. The Annuitant's 80th birthday;

d. Receipt of written notice at our Servicing Office that you elect to terminate
this Rider;

e. Exchange of the certificate.

Signed for the Company at Boston, Massachusetts.

Secretary

<PAGE>

Exhibit 5

- --------------------------------------------------------------------------------
[LOGO OF JOHN Application For The John Hancock Funds
HANCOCK FUNDS JOHN HANCOCK FUNDS Declaration Variable Annuity
APPEARS HERE] John Hancock Investor Services,
Corporation, P.O. Box 9298,
A Global Investment Management Firm Boston, MA 02205-9298;phone 800-824-0335
- --------------------------------------------------------------------------------
1 Owner [_] Male
- ---
/ / / / [_] Female
---------------------- ------------------ --------------
Name Social Security Date of Birth
No./Tax ID

--------------------------------------------------------------------------
Street City State Zip Code Telephone Number
- --------------------------------------------------------------------------------
2 Joint Owner [_] Male
- ---
/ / / / [_] Female
---------------------- ------------------ --------------
Name Social Security Date of Birth
No./Tax ID

--------------------------------------------------------------------------
Street City State Zip Code Telephone Number
- --------------------------------------------------------------------------------
3 Annuitant (if other than Owner) [_] Male
- ---
/ / / / [_] Female
---------------------- ------------------ --------------
Name Social Security Date of Birth
No./Tax ID

--------------------------------------------------------------------------
Street City State Zip Code Telephone Number
- --------------------------------------------------------------------------------
4 Joint Annuitant [_] Male
- ---
/ / / / [_] Female
---------------------- ------------------ --------------
Name Social Security Date of Birth
No./Tax ID

--------------------------------------------------------------------------
Street City State Zip Code Telephone Number
- --------------------------------------------------------------------------------
5 Beneficiary(s) Relationship 6 Provisional Date of Maturity
- --- ---
Primary [_] 85th Birthday
(Non-Qualified)
Secondary [_] 70th Birthday [_] Other age
(Qualified)
- --------------------------------------------------------------------------------
7 Fund Selection Initial $ Percentages Must be Whole
- --- Investment ---------------- and Total 100%
$1,000 minimum
<TABLE>
<CAPTION>
Variable Subaccounts
<S> <C> <C> <C>
% VA International Fund % VA Emerging Growth Fund
---- ----
% VA Independence Equity % VA Discovery Fund
---- ----
% VA Sovereign Investors Fund % VA 500 Index Fund
---- ----
% VA Sovereign Bond Fund % VA Strategic Income Fund
---- ----
% VA World Bond Fund % VA Money Market Fund
---- ----
</TABLE>

Market Value Adjusted Fixed Accounts (by Initial Guarantee Period*)

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
% 1 Year % 2 Years % 3 Years % 4 Years % 5 Years
---- ---- ---- ---- ----
% 6 Years % 7 Years % 8 Years % 9 Years % 10 Years
---- ---- ---- ---- ----
</TABLE>

*all guarantee periods subject to availability

[_] Apply 60 day rate hold. Rate holds are available for 1035 Exchanges only.
Please note: Rate holds are irrevocable.
- --------------------------------------------------------------------------------
8 Telephone Transfer Option [_] I do not elect the telephone
- --- transfer option.
Unless the above box is marked, telephone instructions from the owner
(a trustee, if the owner is a trust; or an authorized business official, if
the owner is a business entity) to change future payment allocations and/or
transfer existing funds amongthe investment options will be approved, subject
to the provisions of the annuity.
- --------------------------------------------------------------------------------
9 Plan Selection [_] Non- [_] IRA [_] IRA [_] SEP/ [_] IRA*
- --- qualified Transfer Rollover IRA*

[_] 401(K)* [_] Corporate [_] Self- [_] 403(B)* [_] Other
employed --------
*Indicate owner/trustee
- --------------------------------------------------------------------------------
10 Options Note: Age, other restrictions, and other
- --- limitations may apply

[_] Accidental Death Benefit Rider [_] One Year Stepped-Up Death Benefit
Rider (Enhanced Death Benefit)

[_] Waiver of Contingent Deferred Sales Load due to Nursing Home Confinement
Rider

[_] Dollar Cost Averaging Program - I/We have read the explanation of the John
Hancock Funds Declaration Dollar Cost Averaging Program and I/we authorize John
Hancock Funds to transfer amounts from the VA Money Market Subaccount to the
other subaccounts. I/We understand these transfers will continue until the
value of the Money Market Subaccount falls below the minimum required transfer
amount of $250 or I/we terminate the program. To begin the program, the annuity
contract must have a balance of $15,000 or more. Transfers will be made on the
15th of the month or on the next business day if the 15th falls on a non-
business day. I/we indicate below the subaccount(s) I/we have selected and the
amount to be transferred from the VA Money Market Subaccount ($250 minimum):

Transfer to Subaccount I) VA Transfer Amount $ Circle for
---------- ------- non-monthly
Transfer to Subaccount II) VA Transfer Amount $ frequency -
---------- ------- Quarterly
Transfer to Subaccount III) VA Transfer Amount $ Semi-
---------- ------- Annually/
Annually
- --------------------------------------------------------------------------------
Form 156-JHFI-196
<PAGE>

- --------------------------------------------------------------------------------
11
- --- Additional Premium Payments

Request for Premium Notices Amount $
----------------

[_] Annual [_] Semi-Annual [_] Quarterly [_] Other
---------
Direct Premium Payment Programs
-- --
Please [_] I/we authorize John Hancock to begin making automatic monthly
staple withdrawals from my/our account at the financial institution
your indicated. I/we understand that this authorization does not
voided affect the terms of my/our annuity. (Special tax rules apply to
check IRA contributions.) Monthly Amount $
here -----------------
-- --
----------------------------- --------------- ----------------------
Financial Instution Account Number Transit Number

[_] I would like to have my annuity premium payment deducted
automatically from my payroll check. Please send me a payroll deduction
authorization form.

- --------------------------------------------------------------------------------
12 Systematic Withdrawal Program
- ---
[_] 10% Free Withdrawal Value [_] $ [_] %
---------- ----
A $15,000 minimum balance is required to begin the program. If the payment
amount drops below $100 or the account balance drops below $5,000,
systematic withdrawal will stop and you will be notified. At the beginning
of each contract year, the new 10% free amount will be calculated and the
program will beging paying at the new level.
(This is not for annuitizations.)
Frequency: Monthly Quarterly Semi-Annually Annually
---- ---- ---- ----
Federal income taxes: please withhold do not withhold
---- ----
Make checks payable to
(if different from owner):
-------------------------------------------
NAME SS # / TAX ID #
Mail checks to:
-------------------------------------------------------------
STREET CITY STATE ZIP PHONE

For electronic funds transfer: [_] Checking [_] Savings
- --------------------------------------------------------------------------------
13 Replacement Information
- ---
Will the annuity applied for replace or change any existing
annuity or life insurance? [_] Yes [_] No
If yes, please request replacement information from your broker.
Have you purchased another John Hancock annuity during the previous
12 months? [_] Yes (Acct# )[_] No
--------------
- --------------------------------------------------------------------------------
14 Your Signature(s) and Taxpayer Identification Number Certification

I/we acknowledge that I/we have read and completed, as appropriate, all items
contained on this application. I/we understand values and annuity payments
which are based upon investment experience of a separate account are variable
and not guaranteed as to dollar amount. I/we also acknowledge that the
annuity will be subject to the telephone exchange and loan priviledges
described in the Series Trust's current prospectus (unless indicated
otherwise) and agree that the Series Trust will not be liable for any loss in
acting on any written or telephone instructions that are reasonably believed
to be authentic. I/we further represent that my/our investment objective are
the same as those stated in the current prospectus which I/we have received,
read and understood. A Statement of Additional Information will be provided
upon request. If this annuity is for a corporation, business organization or
trust, I/we represent that the individuals signing below have the proper
authority to enter into this contract. Any person who, with intent to defraud
or knowing that he is facilitating a fraud against an insurer, submits an
application or files a claim containing a false or deceptive statement is
guilty of insurance fraud.
Amounts payable under this certificate may be subject to a Market Value
Adjustment.

------------------- ------------------------- ---------------------- ----
Owner Signature Joint Owner Signature City or Town State Date
- --------------------------------------------------------------------------------
15 Registered Representative Information
- ---
Agent/Broker: Is the annuity applied for intended to replace
or change any existing annuity or life insurance? [_] Yes [_] No

------------------------------------- -------------------------------------
Registered Representative (R.R.) Name Firm Name

------------------------------------- -------------------------------------
Branch or Agency Number R.R. Number Branch or Agency Address
(if applicable) (if applicable)

------------------------------------- -------------------------------------
Registered Representative Signature City State Zip

------------------------------------- -------------------------------------
Registered Representative Phone Branch or Agency Phone Extension

- --------------------------------------------------------------------------------
Form 156-IHFI-196
<PAGE>

- --------------------------------------------------------------------------------
[GRAPHIC Application For The John Hancock Funds
APPEARS JOHN HANCOCK FUNDS Declaration Variable Annuity
HERE] John Hancock Investor Services Corporation
A Global Investment P.O. Box 9298
Management Firm Boston, MA 02205-9298:phone 1-800-824-0335
- --------------------------------------------------------------------------------
1 Participant [_] Male

------------------------- ------/----/------ ----/--/---- [_] Female
Name Social Security Date of
No./Tax ID Birth

----------------------------------------------------------------------
Street City State Zip Code Telephone Number
- --------------------------------------------------------------------------------
2 Joint Participant [_] Male

------------------------- ------/----/------ ----/--/---- [_] Female
Name Social Security Date of
No./Tax ID Birth

----------------------------------------------------------------------
Street City State Zip Code Telephone Number

- --------------------------------------------------------------------------------
3 Annuitant (if other than Participant) [_] Male

------------------------- ------/----/------ ----/--/---- [_] Female
Name Social Security Date of
No./Tax ID Birth

----------------------------------------------------------------------
Street City State Zip Code Telephone Number

- --------------------------------------------------------------------------------
4 Joint Annuitant [_] Male

------------------------- ------/----/------ ----/--/---- [_] Female
Name Social Security Date of
No./Tax ID Birth

----------------------------------------------------------------------
Street City State Zip Code Telephone Number

- --------------------------------------------------------------------------------
5 Beneficiary(s) Relationship 6 Provisional Date of Maturity
Primary [_] 85th Birthday (Non-qualified)
Secondary [_] 70th Birthday (Qualified) [_] Other Age
- --------------------------------------------------------------------------------
7 Fund Selection Initial Investment $---------------- Percentages Must be
$1,000 minimum Whole and Total 100%
Variable Subaccounts

---% VA International Fund ---% VA Emerging Growth Fund

---% VA Independence Equity Fund ---% VA Discovery Fund

---% VA Sovereign Investors Fund ---% VA 500 Index Fund

---% VA Sovereign Bond Fund ---% VA Strategic Income Fund

---% VA World Bond Fund ---% VA Money Market Fund

Market Value Adjusted Fixed Accounts (by Initial Guarantee Period*)

---% 1 Year ---% 2 Years ---% 3 Years ---% 4 Years ---% 5 Years
---% 6 Years ---% 7 Years ---% 8 Years ---% 9 Years ---% 10 Years

*all guarantee periods subject to availability

[_] 401(K)* [_] Corporate*[_] Self- [_] 403(B)* [_]Other
employed* ------------
*Indicate owner/trustee
- --------------------------------------------------------------------------------
9 Options Note: Age, other restrictions, and other
limitations may apply.

[_] One Year Stepped-Up Death Benefit Rider (Enhanced Death Benefit)

[_] Dollar Cost Average Program - I/We have read the explanation of the John
Hancock Funds Declaration Dollar Cost Averaging Program and I/we authorize John
Hancock Funds to transfer amounts from the VA Money Market Subaccount to the
other subaccounts. I/We understand these transfers will continue until the
value of the Money Market Subaccount falls below the minimum required transfer
amount of $250 or I/we terminate the program. To begin the program, the annuity
contract must have a balance of $15,000 or more. Transfers will be made on the
15th of the month or on the next business day if the 15th falls on a non-
business day. I/we indicate below the subaccount(s) I/we have selected and the
amount to be transferred from the VA Money Market Subaccount ($250 minimum):

Transfer to Subaccount I) VA Transfer Amount $
-------------- -------------
Transfer to Subaccount II) VA Transfer Amount $
-------------- -------------
Transfer to Subaccount III) VA Transfer Amount $
-------------- -------------
Transfer to Subaccount IV) VA Transfer Amount $
-------------- -------------
Circle for non-monthly frequency - Quarterly Semi-annually/Annually
- --------------------------------------------------------------------------------
Form 156-JHFI-96NY NEW YORK
<PAGE>

- --------------------------------------------------------------------------------
10
Additional Premium Payments
Request for Premium Notices Amount $
-----------------
[ ] Annual [ ] Semi-Annual [ ] Quarterly [ ] Other
-----------
- ------ Direct Premium Payment Programs
Please [ ] I/we authorize John Hancock to begin making automatic monthly
staple withdrawals from my/our account at the financial institution
your indicated. I/we understand that this authorization does not affect
voided the terms of my/our annuity. (Special tax rules apply to IRA
check contributions.) Monthly Amount $
here -------------------
- ------ -------------------------- ------------------ -----------------
Financial Institution Account Number Transit Number
[ ] I would like to have my annuity premium payment deducted
automatically from my payroll check. Please send me a payroll
deduction authorization form.
- --------------------------------------------------------------------------------
11
Systematic Withdrawal Program
[ ] 10% Free Withdrawal Value [ ] $ [ ] %
---------- --------
A $15,000 minimum balance is required to begin the program. If the payment
amount drops below $100 or the account balance drops below $5,000, systematic
withdrawal will stop and you will be notified. At the beginning of each
contract year, the new 10% free amount will be calculated and the program
will begin paying at the new level. (This is not for annuitizations.)
Frequency: Monthly Quarterly Semi-Annually Annually
---- ----- ---- ----
Federal income taxes: please withhold do not withhold
------ -------
Make checks payable to (if different from participant):
----------------------
Name
------------------------------------------------
SS #/Tax ID #
Mail checks to:
--------------------------------------------------------------
Street City State Zip Phone
For electronic funds transfer: [ ] Checking [ ] Savings
-----------------------------------------------------------------------------
12
Replacement Information
Will the annuity applied for replace or change any existing annuity or life
insurance? [ ] Yes [ ] No
If yes, please request replacement information from your broker.
Have you purchased another John Hancock annuity during the previous 12
months? [ ] Yes (Acct# ) [ ] No
----------
- --------------------------------------------------------------------------------
13
Your Signature(s) and Taxpayer Identification Number Certification
I/we acknowledge that I/we have read and completed, as appropriate, all items
contained on this application. I/we understand values and annuity payments
which are based upon investment experience of a seperate account are
variable and not guaranteed as to dollar amount. I/we also acknowledge that
the annuity well be subject to the telephone exchange and loan priviledges
described in the Series Trust's current prospectus (unless indicated
otherwise) and agree that the Series Trust will not be liable for any loss in
acting on any written or telephone instructions that are reasonably believed
to be authentic. I/we further represent that my/our investment objective are
the same as those stated in the current prospectus which I/We have received,
read and understood. A Statement of Additional Information will be provided
upon request. If this annuity is for a corporation, business organization or
trust, I/we represent that the individuals signing below have the proper
authority to enter into this contract.

Amounts payable under this certificate may be subject to a Market Value
Adjustment.

------------------------- ----------------------------- -------------------
Participant Signature Joint Participant Signature City or Town
-------------- ----------
State Date
- --------------------------------------------------------------------------------
14 Registered Representative Information Contract Number
---------

Agent/Broker: Is the annuity applied for intended to replace or change any
existing annuity or life insurance? [ ] Yes [ ] No

--------------------------------------- -----------------------------------
Registered Representative (R.R.) Name Firm Name

--------------------------------------- -----------------------------------
Branch or Agency Number (if applicable) Branch or Agency Address

--------------------------------------- -----------------------------------
Registered Representative Signature City State Zip

--------------------------------------- -----------------------------------
Registered Representative Phone Branch or Agency Phone Extension

- --------------------------------------------------------------------------------
Form 156-JHFI-96NY

<PAGE>

Exhibit 6 (a)

CHAP. 125

COMMONWEALTH OF MASSACHUSETTS

IN THE YEAR ONE THOUSAND EIGHT HUNDRED AND SIXTY-TWO

AN ACT to incorporate the John Hancock Mutual Life Insurance Company,

Be it enacted by the Senate and House of Representatives in General Court
assembled, and by the authority of the same, as follows: Nathaniel Harris, James
P. Thorndike, Gerry W. Cochrane, their associates and successors, are hereby
made a corporation by the name of the John Hancock Mutual Life Insurance
Company, to be established and located in the City of Boston, for the purpose of
making insurance upon lives with all the powers and privileges, and subject to
the duties, liabilities and restrictions set forth in so much of the fifty-
eighth chapter of the General Statutes as related to mutual life insurance
companies, and all other acts which are or may be in force relative to such
companies.

House of Representatives, April 18, 1862
Passed to be enacted, Alex. H. Bullock, Speaker

<PAGE>

Exhibit 6(a)

BY-LAWS

JOHN HANCOCK MUTUAL LIFE
INSURANCE COMPANY

1. The Annual Meeting of the Company shall be held at its Home Office, on
the second Monday of April in each year, at twelve o'clock, noon. The order of
business shall be as follows:

(a) Reading the records of the previous meeting.
(b) Ballot for Directors.
(c) Report of the Directors to the policyholder.
(d) Other business, if any.

2. Special meetings of the Company may be called by vote or written request
of three-fourths of the Directors, and the Secretary shall give notice thereof,
by advertisement in some daily newspaper published in Boston, at least seven
days before the meeting.

3. Ten members shall constitute a quorum at any meeting of the Company, but
policyholders in arrears of premiums at the hour of meeting shall not be
entitled to vote or to be recognized as members.

4. The Board of Directors shall consist of not more than twenty-four members
nor less than sixteen members divided into classes of not less than four nor
more than six members each, one class to be elected at each Annual Meeting, for
a term of four years. The election shall be by ballot, and the presiding officer
of the meeting shall appoint a Committee to supervise the balloting and the
count thereof.

5. No person shall be eligible as a Director unless he be insured in the
Company to the amount of not less than one thousand dollars, and no person shall
be elected as a Director at any annual or special meeting of the Company unless
he shall have been nominated either by a majority of the Board of Directors or
by one-tenth of one percent of the members, by a writing filed with the
Secretary not more than six months nor less than ninety days before such
meeting. Such writing shall be on a form approved by the Secretary and the
signatures of the Directors or members' making such nominations shall be
authenticated or verified in such manner as he may prescribe. The Secretary
shall make available at his office, upon written request of any member, a copy
of such approved form and a list of any members then nominated for Director. A
three-quarters vote of qualified members voting shall be necessary to elect.

<PAGE>

6. The Directors shall have the control and management of the business and
affairs of the Company and the distribution of its surplus funds; they shall
present a report at every Annual Meeting with the full statement of condition
of the Company, its assets and liabilities. They shall meet after the Annual
Meeting and at such meeting or some adjournment thereof shall choose by ballot
from their own number a Chairman of the Board of Directors, a Vice Chairman of
the Board, a President, and at least one Vice President. They may also at such
meeting or any other regular or special meeting elect, from their own number or
not as they see fit, additional Vice Presidents, a Secretary, a Treasurer and
such other officers as they shall deem proper or advisable and fill vacancies
occurring in any office. The Chairman of the Board of Directors, or in his
absence the Vice Chairman of the Board, shall preside at all meetings of the
Board of Directors. The Directors shall fix the compensation and define the
other duties of the Chairman of the Board of Directors and may fix the
compensation and may define the duties of all other officers and may remove any
officer at any time.

At their meeting after the Annual Meeting or at any regular or special
meeting they shall choose by ballot from their own number a Committee of
Finance consisting of no fewer than six members which shall include the
Chairman of the Board of Directors and the President and one or more alternate
members, any of whom may " serve in the place of any member absent from a
meeting. They may also at such meeting or any regular or special meeting choose
such other committees as they shall deem proper or advisable, fix the
compensation and define the duties of the members of such committees, fill
vacancies occurring in any such committee and remove any member of any
committee.

6a. 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.

7. No person shall be eligible as an elective or appointed officer, who has
any interest in commissions or other compensation based on premiums or
considerations payable to the Company on any policy or contract, or on any
extension or conversion thereof, unless such policy, contract, extension, or
conversion was written and effective prior to his election or appointment.

8. Each officer elected by the Directors shall, unless removed, hold office
until the next Annual Meeting, and until a successor is elected. Vacancies in
the Board of Directors occurring by enlargement of the Board, by failure to
elect, or otherwise, may be filled by the Directors, or at any annual or special
meeting of the Company.

<PAGE>

8a. The Board of Directors may provide, notwithstanding other provisions of
these By-Laws, for filling vacancies in the Board in the event that due to act
of war or other disaster the number of Directors who are able and available to
act is less than a quorum.

9. Regular meetings of the Directors shall be held without call or formal
notice on the second Monday of each month. Special meetings may be called by the
Chairman, the Vice Chairman or any five Directors, and written or printed
notices of all special meetings shall be sent to the Directors by mail,
postpaid, or personal delivery by the Secretary. A waiver of such notice 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 such notice. No
notice of any adjourned meeting of the Directors shall be required. In any case
it shall be deemed sufficient notice to a Director to send notice by mail at
least 48 hours or by personal delivery at least 24 hours before the meeting.
Five members of the Board shall constitute a quorum, but a lesser number may
adjourn any meeting from time to time. When a quorum is present at any meeting,
a majority of the Directors in attendance thereat shall, except where a larger
vote is required by law or these By-Laws, decide any question brought before
such meeting.

9a. The Company shall, except as hereinafter provided and subject to
limitations of law, indemnify each Director, former Director, officer and former
officer of the Company, and any such person and any employee or former employee
of the Company who serves at the request of the Company as a Director or officer
of any other organization in which the Company directly or indirectly owns
shares or of which it is a creditor, and his heirs and legal representatives,
against all loss, liability and expense, whether heretofore or hereafter imposed
upon or incurred by him in connection with any pending or future action, suit,
proceeding or claim in which he may be involved, or with which he may be
threatened, by reason of any alleged act or omission as such Director or officer
while so serving or by reason of such Director or officer concurrently holding
office as a director of another organization of which he was a director at the
time he first became such Director or officer. Such loss, liability and expense
shall include, but not be limited to, judgments, fines, court costs, reasonable
attorneys' fees and the cost of reasonable settlements. Such indemnification
shall not cover (a) loss, liability or expense imposed or incurred in connection
with any item or matter as to which such Director or officer shall be finally
adjudicated not to have acted in good faith in the reasonable belief that his
action was in the best interests of the Company; or (b) loss, liability or
expense imposed or incurred in connection with any item or matter which shall be
settled without final adjudication unless such settlement shall have been
approved as in the best interests of the Company (1) by vote of the Board of
Directors at a meeting in which no Director participates against whom any suit
or proceeding on the same or similar grounds is then pending or threatened or
(2) by a vote of the

<PAGE>

policyholders. As part of such indemnification, the Company may pay expenses
incurred in defending any such action, suit, proceeding or claim in advance of
the final disposition thereof upon receipt of all undertakings by the person
indemnified to repay such payment if he should be determined not to be entitled
to indemnification hereunder. The foregoing rights of indemnification shall be
in addition to any rights to which any Director, former Director, officer,
former officer, employee or former employee, heirs or Iegal representatives may
otherwise be lawfully entitled.

10. The Chairman of the Board of Directors, or in his absence the Vice
Chairman of the Board, shall preside at all the meetings of the Company. ln
their absence the Directors shall elect a Chairman pro tempore. Every presiding
officer shall have the power to require from all members, including those
represented by proxy, satisfactory evidence of their right to vote.

11. The President, Vice Presidents, Secretary and Assistant Secretaries,
Treasurer and Assistant Treasurers, shall each give bond, with sufficient
sureties, in such sums as the Directors may from time to time determine, for the
faithful performance of the duties of their respective offices. The Committee of
Finance shall approve these bonds and examine them in the month of March in each
year, and the Directors may require new bonds whenever they shall see fit. The
bonds of the President and Vice Presidents shall be in the custody of the
Committee of Finance; those of the other officers shall be kept by the
President.

12. These By-Laws may be by a three-quarters vote, altered, amended or added
to, at any meeting of the Company, provided, that a copy of the proposed changes
be placed before the Directors, in writing, at least thirty days before such
meeting, but no changes shall affect the tenure of office of any officer chosen
prior thereto.

February, 1987

<PAGE>

Exhibit 8

RESPONSIBILITY AND COST ALLOCATION

AGREEMENT BETWEEN

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
AND
JOHN HANCOCK FUNDS, INC.

This Agreement is executed and effective on this ______ day of
__________, 1996, between John Hancock Mutual Life Insurance Company
("Hancock"), whose principal place of business is John Hancock Place, Boston,
MA, 02117, and John Hancock Funds, Inc. ("Funds, Inc."), whose principal place
of business is 101 Huntington Avenue, Boston, MA, 02199. Hancock shall act on
behalf of John Hancock Variable Life Insurance Company ("JHVLICO") for all
matters arising under this Agreement.

The purpose of this Agreement is to formalize the relationship between
Hancock and Funds, Inc. and to set forth the respective rights, duties,
obligations and privileges of the parties with respect to the development,
introduction, registration, monitoring, distribution, administration and service
of certain variable annuity contracts to be issued by John Hancock Mutual Life
Insurance Company and supported by one or more of its segregated assets accounts
("Contracts"). The Contracts may be issued on a group or individual basis, and
the terms "Annuity Contracts" or "Contracts" when used herein shall include
certificates issued under group Contracts. The Contracts may be issued as
combination contracts having a fixed account, as well as conventional variable
account investment options. Such fixed account investment options may
incorporate market value adjustment features.

This Agreement is supplemental to any other agreements between or among
any of the parties that concern any of the same matters. In case of any
inconsistency between this Agreement and any other such agreement, or on matters
as to which any such other agreement is silent, the provisions of this Agreement
shall control.

If this Agreement, or any other agreement between or among any of the
parties assigns a function, duty or responsibility to any party, said party
shall bear the expense of discharging and

1
<PAGE>

performing that function, duty or responsibility, except to the extent that this
Agreement or any other agreement between the parties concerned provides
otherwise. In particular, and without limitation, any expenses or fees allocated
to the "Trust" (defined below) under any of its management or sub-management,
distribution, transfer agency or custodian agreements shall be borne by the
Trust rather than by any party to this Agreement.

Hancock may allocate or delegate any duties or obligations under this
Contract to any of its subsidiaries or affiliates, but no such allocation or
delegation will relieve Hancock of its responsibility to Funds, Inc. for the
performance of such duties or obligations. Funds, Inc. may delegate any duties
or obligations under this Agreement to any of its affiliates including, but not
limited to, John Hancock Investor Services Corporation ("JHISC"), John Hancock
Advisers, Inc. ("Advisers"), and John Hancock Insurance Agency, Inc. ("Funds
Insurance Agency"), but no such delegation will relieve Funds, Inc. of its
responsibility to Hancock for the performance of such duties or obligations.

Hancock warrants and represents that it is organized as a mutual life
insurance company under the laws of Massachusetts and is in good standing under
the laws of the Commonwealth of Massachusetts. It represents that it is
empowered to take the actions necessary to fulfill the covenants it has made
under this Agreement. Funds, Inc. warrants and represents that it is a
corporation in good standing under the laws of the Commonwealth of Massachusetts
and is registered as a Broker Dealer with the National Association of Securities
Dealers, Inc., and that it is empowered to take the actions necessary to fulfill
the covenants it has made under this Agreement.

ARTICLE I. FILINGS & APPROVALS

Contract assets are invested, at the discretion of the Contract owner, in
any one or more of the Subaccounts of a segregated asset account of JHVLICO or
Hancock as the case may be, and in an unregistered separate account supporting
fixed-dollar benefits. The assets of each of the Subaccounts will be held in a
corresponding Fund of John Hancock Declaration Trust ("Trust"), an open-end
diversified investment management company of the series type. This Article
addresses certain regulatory aspects of the establishment of the Account, the
unregistered separate account, and the Trust.

2
<PAGE>

Hancock will be responsible for the registration of the Account and the
Contracts under the Investment Company Act of 1940 and the Securities Act of
1933, respectively, and for using its best efforts to maintain those
registrations continuously in effect in accordance with all applicable legal
requirements and to prepare and file any supplements to the prospectuses and
statements of additional information contained therein. Hancock shall also be
responsible for all other compliance by the Account with the Investment Company
Act of 1940, including, without limitations, filing required periodic reports on
Form N-SAR. Funds, Inc. will provide to Hancock all necessary information
regarding additions to or modifications of the Trust and all other information
necessary to aid Hancock in meeting its aforesaid obligations.

Funds, Inc. has designated Advisers to be responsible for the
registration of the Trust and its shares under the Investment Company Act of
1940 and the Securities Act of 1933, respectively, and for using its best
efforts to maintain those registrations continuously in effect in accordance
with all applicable legal requirements and to prepare and file any supplements
to the prospectuses and statements of additional information contained therein.
Funds, Inc. shall also be responsible for all other compliance by the Trust with
the Investment Company Act of 1940, including, without limitations, filing
required periodic reports on Form N-SAR. Hancock will provide to Advisers all
necessary information regarding additions to or modifications of the Account and
the Contracts and all other information necessary to aid Advisers in meeting its
aforesaid obligations.

Hancock will be responsible for determining whether registrations,
approvals or other filings under "blue sky" laws are necessary in each
jurisdiction in order to permit the offer and sale of the Contracts therein and
will effect and maintain compliance therewith so long as legally required, to
the extent that Contracts are authorized for sale in said jurisdiction. Funds,
Inc. will have the analogous "blue sky" responsibilities with respect the Trust.

Hancock will be responsible for the filing and approval of the Contracts
under the applicable laws and regulations of the several states and will not
authorize the Contracts for sale in any jurisdiction, unless all such required
filings have been made, and approvals obtained, with respect to the Contracts
and any riders and endorsements thereto in the form to be used in such
jurisdiction and any related application forms. Hancock will advise Funds, Inc.
of any variations required in particular jurisdictions (e.g., minimum guaranteed
interest rate, non-availability of

3
<PAGE>

market value adjustment feature, contract to be issued on an individual (rather
than a group) basis, unavailability of any riders, requirements for unisex
contracts, unavailability of specific investment options in certain states,
availability of alternate assumed interest rates, "free look" requirements).

Compliance with regulatory requirements involves task allocations as
summarized in Exhibit A.*

ARTICLE II. ADMINISTRATION OF PRODUCTS

Allocation of Tasks
- -------------------

Exhibit B summarizes the allocation of tasks between Hancock and Funds,
Inc. for the administration of the products. Funds, Inc. has designated John
Hancock Investor Services Corporation ("JHISC") to be responsible for certain of
the administrative tasks.

ARTICLE III. DISTRIBUTION

1. National Distributor
--------------------

Funds, Inc. shall be the National Distributor of the Contracts developed
and marketed pursuant to this Agreement. Funds, Inc. shall be considered the
underwriter of the products for the purposes of the principal distribution of
the products pursuant to the securities laws. Hancock shall be considered the
underwriter for the purposes of the insurance laws and regulatory compliance.
This distribution right shall be exclusive to Funds, Inc. and Funds, Inc. shall
perform its responsibilities pursuant to and in conformity with one or more
Marketing and Distribution Agreements that it shall enter into with John
Hancock.

2. Distribution of Products
------------------------

Funds, Inc. shall distribute the Contracts through the network of broker-
dealer firms with whom Funds, Inc. has or will develop relationships. Funds,
Inc. shall select the broker-dealers licensed, or whose associated persons are
licensed, to sell insurance products, and shall submit to Hancock applications
from brokers to enter into Soliciting Dealer Agreements with Funds, Inc. and
John Hancock for the offer and sale of the Contracts. Funds, Inc. will monitor
compliance by

4
<PAGE>

the broker-dealers and their associated persons with the various state licensing
requirements and with their other contractual obligations to Hancock.

Funds, Inc. shall be solely responsible for the selection of those firms
which will participate in the offering of the Contracts. Hancock is under no
obligation whatsoever to provide any assistance to Funds, Inc. in the search for
such distribution channels.

3. Task Allocation
---------------
Exhibit C summarizes the allocation of tasks between the Hancock and
Funds, Inc. in the distribution of the Contracts.

4. Sales Plan
----------

The parties shall cooperate in establishing sales objectives and
determining anticipated resource requirements for the promotion of the
Contracts. Resource requirements include estimation by the parties of the need
for prospectuses, sales and promotion materials, licensing guides, etc., to
achieve sales objectives. Funds, Inc. shall have the primary responsibility for
developing any sales plan necessary to market the product.

ARTICLE IV. INVESTMENT MANAGEMENT

1. Funds, Inc. has designated Advisers to be responsible for the investment
management of the Trust in which the assets of the Account will be invested.
Advisers shall perform investment management services in accordance with
Investment Management Agreements approved in accordance with the Investment
Company Act of 1940. The Product is best described as follows: A variable
annuity issued by John Hancock Variable Life Insurance Company and John Hancock
Mutual Life Insurance Company and will be known as the Deferred Combination
Fixed and Variable Annuity Contracts. The Contract owner will have a fixed or
general account investment option and Ten separate account investment options.
Each separate account investment option will correspond to a separate mutual
fund which will be a series of John Hancock Declaration

* The Exhibits form an integral part of this agreement, and further define the
rights and obligations of the parties as if set forth in the body of the
agreement.

5
<PAGE>

Trust. The separate account options will invest in shares of the John Hancock
Declaration Series Trust which will be organized and managed by John Hancock
Advisers, Inc.

2. Advisers shall provide to Hancock regular semi-annual and annual reports
on the Trust, and such other reports and information requested by Hancock, as
required by Hancock for statutory or internal reporting on the status of the
Separate Account.

3. Advisers may introduce additional Funds to the Trust, with the approval
of Hancock.

4. Advisers shall be responsible for ensuring that each Fund of the Trust is
operated in conformity with the diversification requirements as in effect under
Section 817(h) of the Internal Revenue Code of 1986.

ARTICLE V. GENERAL PROVISIONS

1. Waiver
------

Failure of Hancock or Funds, Inc. to insist upon strict compliance with
any of the conditions of this Agreement shall not be construed as a waiver of
any of the conditions, but the same shall remain in full force and effect. No
waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute a waiver of any other provisions, whether or not similar, nor shall
any waiver constitute a continuing waiver.

2. Binding Effect
--------------

This Agreement shall be binding on and shall inure to the benefit of the
parties to it and their respective successors and assigns, provided that no
party shall assign or sub-contract this Agreement, except as specifically
permitted herein, or in the course of corporate reorganization or restructuring,
or any rights or obligations hereunder without the prior written consent of each
of the others.

3. Notices
-------

All notices, request, demands and other communications under this
Agreement shall be in writing unless otherwise agreed and shall be deemed to
have been given on the date of service if

6
<PAGE>

served personally on the party to whom notice is to be given at the then
currently designated principal office of the party served.

4. Confidentiality
---------------
All parties agree to maintain the confidentiality of any non-public
proprietary information provided to them.

5. Information Availability; Records
---------------------------------

Except with respect to information expressly designated as proprietary
information of a trade nature, the books, records and reports maintained by each
party pursuant to the Agreement shall be made available to the other party of
the Agreement at reasonable notices and reasonable times. It is expressly
understood by each party that these records will be made available to internal,
statutory or GAAP auditors of either party, or any regulatory authority over
either party.

Hancock and Funds, Inc. agree to keep all records required by federal and
state laws and regulation, to maintain books, accounts and records so as to
clearly and accurately disclose the precise nature and details of the
transactions, and to assist one another in the timely preparation of records.
To the extent that such records maintained by Hancock or Funds, Inc. (the
"Maintaining Party") are necessary to satisfy the recordkeeping requirements
imposed by federal securities laws and regulation on any other party to this
Agreement (the "responsible Party"), the Responsible Party hereby appoints the
Maintaining Party as its agent for the purpose of keeping and maintaining such
records. As required by Rule 31a-3 under the Investment Company Act of 1940 and
Rule 17a-4(i) under the 1934 Act, such records will be the exclusive property of
the Responsible Party, but this shall not preclude the Maintaining Party from
having access to such data or records or keeping copies thereof for it's own
files; and, as the Responsible Party may request, the Maintaining Party shall,
as soon as practicable, deliver to the Responsible Party or provide the
responsible party with reasonable access to data or records held by it for the
Responsible Party pursuant to this Agreement in a form mutually agreed to by
such parties. In order to comply with 1934 Act Rule 17a-4(i), with respect to
books and records maintained or preserved subject thereto, the Maintaining Party
hereby undertakes to permit examination of such books and records at any time or
from time to time during business hours by Representatives or designees of the
Securities and Exchange Commission ("SEC"), and to promptly furnish any part of
such books and records.

7
<PAGE>

6. Independence of Corporate Identities
------------------------------------

This Agreement and the relationship established hereby do not constitute
an agency, partnership, association or other merging of corporate identities.
This Agreement exists for the sole purpose of developing, marketing and
administering the products described herein.

7. Governing Law
-------------
This Agreement will be construed in accordance with the laws of the
Commonwealth of Massachusetts.

8. Amendment
---------
This Agreement may be amended in a writing signed by both parties.

9. Severability
------------

If any court of competent jurisdiction declares that any portion of this
Agreement is not enforceable by operation of law, or if any portion otherwise
becomes incapable of performance, there shall be no impact whatsoever on the
remaining provision of this Agreement.

ARTICLE VI. TERMINATION

1. Any party may terminate this Agreement with or without cause, by giving
sixty (60) days written notice to the other parties.

2. This Agreement shall terminate automatically in the event a party

(a) ceases doing business and elects to be dissolved;

(b) becomes insolvent or admits in writing its inability to pay its
debts as they come due;

(d) has a liquidator, trustee, or receiver appointed over its affairs or
a substantial portion of its assets, and such appointment shall not have been
terminated and discharged within thirty (30) days.

8
<PAGE>

3. This Agreement shall automatically terminate when required by any
governmental authority or court of law. If any law, regulation, or order or
ruling of any governmental authority or court of law prohibits or makes illegal
compliance by either party with any obligation hereunder, then this Agreement
may be terminated by any party immediately upon written notice to the other
parties.

4. Notwithstanding the foregoing, all conditions, duties and obligations of
this agreement will remain in effect with respect to Contracts issued prior to
the termination of this Agreement, including the payment of additional premiums
under those Contracts.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as of the day and year first above written.

John Hancock Mutual Life John Hancock Funds, Inc.
Insurance Company

By: By:
--------------------- ---------------------

9
<PAGE>

EXHIBIT A
REGULATORY RESPONSIBILITIES
---------------------------
<TABLE>
<CAPTION>

HANCOCK FUNDS, INC.
- ------- -----------

Joint development of product
specifications and pricing. Internal costs
to be borne by respective parties as
incurred.
<S> <C>
. Prepare filing drafts of Account . Prepare filing drafts of Trust prospectus
prospectus and statement of and statement of additional information
additional information (including and provide Hancock with copies for
possible request for exemptive review.
relief) and contract/application.
Provide copies to Funds, Inc. for
review.
<CAPTION>
Exchange of comments on drafts and
preparations of redrafts for filing.
<S> <C>
. File Contract registration . File Trust registration statement
statements including any simultaneously with Account Filing including mixed
request for exemptive relief of and shared funding exemption.
mortality and expense changes.

. File, contract form, riders and . Respond to any additional information
Contract application with all requested by SEC and/or states, and
state insurance departments as prepare final prospectus drafts for
appropriate. printing. Outside Legal fees charged to
John Hancock Advisers, Inc. cc # 5058;
directly related inside Legal fees charged
to client #053, matter #9282

. File pre-effective amendments of . Print both prospectuses.
registration statements.
</TABLE>

A1
<PAGE>

EXHIBIT A
REGULATORY RESPONSIBILITIES (cont.)
------------------------------------
<TABLE>
<S> <C>
. See Exhibit B. Section A. . Costs of typesetting, printing in volume
Contract Underwriting/Issue.) and disseminating prospectuses and
SAIs, and supplements thereto, net of
expenses chargeable to the Trust under
its management and distribution
agreement, will be borne by Funds, Inc.

. File forms 10-K and 10-Q . Obtain NASD approval of sales
annually. material (see Exhibit C Section B).

. File annual post-effective . Determine supply needed of Trust's
amendments to prospectuses for statement of additional information, and
the Contract registration print.
statements (including rule 24f-2 . Print service forms. (This service may
notice) be accomplished with assistance by
Hancock or an independent vendor).
. File annual post-effective amendments
to prospectuses for the Trust
Registration Statement (including rule
24f-2 notice exluding fees).
</TABLE>

A2
<PAGE>

EXHIBIT B

A. CONTRACT UNDERWRITING/ISSUE
--------------------------------
<TABLE>
<CAPTION>

HANCOCK FUNDS, INC.
- ------- -----------
<S> <C>

. Establish underwriting criteria for . Funds, Inc. may delegate a portion or
application processing and portions of its responsibility under this
rejections. Exhibit B to John Hancock Investor
Services Corporation.

. Periodically review compliance. . Approve underwriting criteria for
application processing and rejections.

. Review and adjudicate exception . Review completed application for
requests. compliance.

. Print contracts. . Notify broker and/or customer of any
error or missing data necessary for
underwriting.

. Match contract with application for
delivery to owners.

. Establish and maintain all records
required for each Contract owner.

. Mail confirmation and other statements to
Contract owner.

. Mail contracts-according to sales agreement.
</TABLE>

<PAGE>

B. PREMIUM COLLECTIONS
------------------------
<TABLE>
<CAPTION>

HANCOCK FUNDS, INC.
- ------- -----------
<S> <C>

. Approve criteria for procedures to . Establish policy and procedures for
be followed in premium processing premium processing.
(removed by Benson, reinserted by
Cleary).
. Receive and verify premium/purchase
payment and reconcile amount received
with remittance media.

. Update Contract owner records to reflect
receipt of premium/purchase payment.

. Perform accounting and investment . Deposit all cash received in accordance
allocation of monies received including with the terms of the contracts and
commission dollars into funds of the established procedures (see C. Banking").
separate account (see "G. Commissions")

</TABLE>

B2
<PAGE>

C. BANKING
------------
<TABLE>
<CAPTION>

HANCOCK FUNDS, INC.
------- -----------
<S> <C>

. Funds, Inc. may delegate a portion or
portions of its responsibility under this
Exhibit C to John Hancock Investor
Services Corporation.

. Balance, edit, endorse and prepare daily
deposit.

. Place deposits in depository account.

. Transfer funds in depository account to
selected investments within the separate
account.

. Prepare daily cash journal summary
reports and maintain same for review by
John Hancock.

. Reconcile daily deposit and
disbursement accounts.

. Transfer funds from separate account
and unregistered separate account to
disbursement account for all partial
withdrawals and surrenders.
</TABLE>

B3
<PAGE>

D. PRICING/VALUATION/ACCOUNTING
---------------------------------
<TABLE>
<CAPTION>

HANCOCK FUNDS, INC.
- ------- -----------
<S> <C>

. Determine daily the "net amount . Determine daily the "net amount available
available for investment" to/from the for investment" to/from the Account, and
Account in Trust shares, and place place share purchase or redemption orders
share purchases or redemption with the account.
orders with the Trust.

. Maintain and make available to . Maintain and make available to Hancock
Funds, Inc. records used in records used in determining "net amount
determining "net amount available available for investment".
for investment.

. Coordinate audits of Account . Provide to Hancock information needed in
financials conducted for purposes of determining Account unit values from the
financial statement certification and Trust, including daily net asset value,
publication to owners. capital gains or dividend distributions, and
the number of Trust shares acquired or
. Perform daily unit valuation sold during the immediately preceding
calculation of the Account and input valuation period. Funds, Inc. may delegate
into the Vantage System. a portion of its responsibility in this section
to the Trust custodian bank(s).
. Perform all other accounting
functions for Account including
preparation of financial reports and
coordinating the audit of such reports
as necessary by independent
auditors.

. Perform daily calculation of
balancing assets to liabilities of the
Account to the Trust.

. Maintain records of all Trust shares owned
by the Account, including purchase and sale
dates, cost and other information.

</TABLE>

B4
<PAGE>

E. CONTRACT OWNER
-------------------
SERVICE/RECORD MAINTENANCE
--------------------------
<TABLE>
<CAPTION>

HANCOCK FUNDS, INC.
- ------- -----------
<S> <C>

. Consult as necessary on inquiries . Funds, Inc. may delegate a portion or
to or from regulatory agencies. portions of its responsibility under this
Exhibit E to John Hancock Investor
. Maintain appropriate records. Services Corporation.

. Receive and process all owner service
requests such as information requests,
change of beneficiary, transfers among
Funds, etc.

. Maintain daily records of all changes
made to Contract owner accounts.

. Research and respond to all
owner/broker inquires on policies.

. Coordinate responses to any inquiries to
or from regulatory agencies.

. Keep all required Contract owner
records.

. Maintain adequate toll-free lines to
service inquiries.

. Provide copies of, and or access to,
Contract owner records to John
Hancock upon request.

</TABLE>

B5
<PAGE>

F. SURRENDERS/DEATH CLAIMS
----------------------------

HANCOCK FUNDS, INC.
- --------- -----------

1. Surrenders
-------------

<TABLE>
<S> <C>
. Print checks for all surrender . Receive and process requests
requests. for partial or full surrenders
from Contract owners.

. Process all surrender requests
against the Contract master
records.

. Forward checks for surrenders to
Contract owner, institution or
person designated by owner.

. Print confirmation statements of . Mail confirmation statements of
disbursement transactions to Contract disbursement transactions to
owners with copies to broker/dealers. Contract owners with copies to
broker/dealers.

. Prepare report on surrenders.

. For Contracts that annuitize,
calculate and pay periodic
annuity benefits.

<CAPTION>
2. Death Claims
----------------
<S> <C>
. Investigate all accidental death Receive and process requests
benefit claims from beneficiaries and certified
copies of death certificates.
<CAPTION>

3. Nursing Home Waivers
------------------------

<S> <C>
. Receive and process requests
from owners for waiver of
surrender charges due to nursing
home admittance evaluate and
honor or deny.
</TABLE>

B6
<PAGE>

F. SURRENDERS/DEATH CLAIMS (cont.)
------------------------------------

4. Suicide Provisions
----------------------
<TABLE>
<S> <C>

. Establish rules as to when death . Inform John Hancock when a
claims require suicide death claim requires a suicide
investigation investigation under the John
Hancock rules.

. Perform suicide investigation . Inform beneficiary that a suicide
investigation will be performed.

. determine whether claim is to be . Inform beneficiary of the
denied due to suicide exclusion acceptability or the denial of the
and inform Funds, Inc. or JHISC. claim as the result of the
investigation.

</TABLE>
<PAGE>

G. COMMISSIONS
----------------
<TABLE>
<CAPTION>

HANCOCK FUNDS, INC. AND
- ------- INSURANCE AGENCY
----------------
<S> <C>

. Fund commission payments into . Direct overall commission
commission operating account. payments for approved business
to appropriate individuals.

. Fund commission operating . Create and maintain detailed
account for all net commissions. commission transaction records
for each financial transaction
processed.

. Create commission adjustment
transactions as necessary due to
surrender, free look, and the like.

. Prepare commission statements
and checks for broker/dealers.

. Prepare commission and net
commission accounting interface
with Hancock as required.

. Maintain commission account.

</TABLE>

B8
<PAGE>

H. PROXY PROCESSING
---------------------
<TABLE>
<CAPTION>

HANCOCK FUNDS, INC.
- ------- -----------
<S> <C>

. Preparation and filing of any . Establish record date information
Account solicitation materials and file appropriate Trust proxy
(apart from Trust solicitation materials.
material), and printing in volume
and mailing of any such . Receive record date information
materials. and proxy solicitation materials
from Trust.

. Vote all Trust shares . Prepare voting instruction cards,
proportionally to vote count print all Trust solicitation
received from Contract Owners material in sufficient volumes,
by Funds, Inc. and mail solicitation to Contract
owners.

. Tabulate votes in accordance
with SEC requirements.

. Maintain all proxy registers and
other required material.

. Provide vote tabulation to John
Hancock for vote by the
Account.
</TABLE>

B9
<PAGE>

I. PERIODIC REPORTS TO CONTRACT OWNERS
----------------------------------------
<TABLE>
<CAPTION>

HANCOCK FUNDS, INC.
- ------- -----------
<S> <C>

. Review and approve annual . Prepare and mail quarterly
statement language. account statements to owners
and brokers. This may be
deligated to John Hancock
Investor Services Corporation.

. Print quarterly account statements to . Prepare and mail annual
owners and brokers. This may be Account Statements to
deligated to John Hancock Investor Contract owners and
Services Corporation. brokers.

. Print annual Account Statements . Prepare, and print in volume, all
to Contract owners and brokers. required semi-annual and annual
reports of the Trust.

. Mail Trust reports to Contract
owners and brokers.
</TABLE>

B10
<PAGE>

J. REGULATORY REPORTS
-----------------------
<TABLE>
<CAPTION>

HANCOCK FUNDS, INC.
- ------- -----------

1. Account Statements
---------------------
<S> <C>

. Prepare Hancock and Account . Provide relevant financial
financial statements. information for preparation of
Account financial statements.

. File required reports as to . File required reports as to the
Hancock and the account with Trust with Requlatory agencies
regulatory agencies (IRS, etc.). (IRS, etc)

<CAPTION>
2. Financial Statements
-----------------------
<S> <C>

. Prepare Trust financial
statements with copies to John
Hancock.

<CAPTION>
3. Reports to Contract Owners
-----------------------------
<S> <C>
. Prepare and mail appropriate IRS reports
to Contract owners (1099R, 5498 IRAs,
W-2P partials, etc.).

</TABLE>

B11
<PAGE>

K. PREMIUM TAXES
------------------
<TABLE>
<CAPTION>

HANCOCK FUNDS, INC.
- ------- -----------
<S> <C>

. Provide schedule of withholding . Provide gross purchase dollars by
by state. state.

. Submit premium taxes to . Calculate premium tax for states
appropriate states. requiring payment up front and
provide to John Hancock.

. Calculate, withhold, and send to
John Hancock the applicable
premium taxes at time annuitization.

</TABLE>

B12
<PAGE>

L. LICENSING RECORD KEEPING
-----------------------------
<TABLE>
<CAPTION>

HANCOCK FUNDS, INC.
- ------- -----------
<S> <C>

. Final approval of appointments . Ensure that each selling agent is
and update agent records. appropriately Licensed and
appointed by Hancock.

. Receive and process appointment . Pay for Licensing.
paperwork.

. Charge fees to appropriate broker- . Train agents.
dealers.
. Access to data base as required.
. Establish initial agent records.
. Maintain records for transfers
. Maintain records for transfers between between broker-dealers, and
broker-dealers, and changes of address. changes of address.

</TABLE>

B13
<PAGE>

EXHIBIT C

DISTRIBUTION
------------

A. Appointment of Broker/Dealers
----------------------------------
<TABLE>
<CAPTION>

HANCOCK FUNDS, INC.
- ------- -----------
<S> <C>

. Hancock shall prepare and . Funds, Inc. shall recommend
forward all appointment forms NASD-registered broker-dealers,
and applications to the with emphasis on VA and/or VL-
appropriate states and shall Licensed broker-dealers, to
maintain all contacts with the Hancock for appointment to sell
states. the Contracts. Funds, Inc. shall
act as liaison between Hancock
and Broker-dealers regarding
forms completion, fees, and
appointment questions.

. Hancock shall designate a . Funds, Inc. shall ensure that
contact through whom all executed appointment
recommendations of registered documentation (including a
representatives for appointment properly executed Soliciting
as life insurance agents can be Dealer Agreement covering the
processed, and shall supply offer and sale of the Contracts) is
Funds, Inc. with appointment on hand at Hancock before any
forms as needed. broker-dealer serves as an
underwriter or selling group
member.

. Hancock shall maintain current
files of appointed registered
representatives broker-dealers,
and Funds, Inc. shall have
ongoing access, without prior
notice during regular business
hours, to such files for
compliance verification.

</TABLE>

C1
<PAGE>

EXHIBIT C (cont.)

B. Sales Material
------------------
<TABLE>
<CAPTION>

HANCOCK FUNDS, INC.
- ------- -----------
<S> <C>

. Hancock shall consult with . Funds, Inc. shall develop, print,
Funds, Inc. in the development of and bear the expenses of all
sales material. Hancock shall promotional material to be used
have the right to review and in the distribution of the
approve such sales material and Contracts, in consultation with
to require any modification that and subject to the approval of the
may be mandated by regulatory Hancock (for prospectus, see
requirements or conflicts Article I).
materially with other Hancock
advertising material.

. Hancock shall be responsible for . Funds, Inc. shall be responsible
obtaining approval of sales for obtaining NASD clearance
material by state insurance wherever required for
regulators wherever required, promotional material.
and shall inform Funds, Inc. of
such approval

. Funds, Inc. shall maintain a
complete file of all sales material,
including approval
documentation, and make the file
available to the Hancock as needed.

</TABLE>

<PAGE>

EXHIBIT 9

[John Hancock Mutual Life Insurance Company Letterhead]

July 16, 1996

Board of Directors
John Hancock Mutual Life Insurance Company

Re: John Hancock Mutual Life Insurance Company
Registration Statements on Form N-4
-----------------------------------

Dear Directors:

In my capacity as Associate Counsel of John Hancock Mutual Life Insurance
Company (the "Company"), I have represented the Company in connection with its
development of deferred annuities of a type which contemplates both variable
benefits and, subject to a market value adjustment, fixed benefits. I have
participated in the preparation of the Registration Statement on Form N-4 to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 for the
registration of interests in these deferred annuity contracts to be issued by
the Company on an individual and group basis (the "Registration Statement").

I am of the following opinion: the Company is a corporation duly organized
and validly existing under the laws of the Commonwealth of Massachusetts and the
interests in the deferred annuity contracts, when issued as contemplated in the
Registration Statement, will be legal and binding obligations of the Company in
accordance with the terms of the deferred annuity contracts.

In arriving at the foregoing opinion, I have reviewed the Registration
Statement on Form N-4, including the prospectus, and relevant proceedings of
the Board of Directors.

I hereby consent to the filing of my opinion as an exhibit to the
Registration Statement.

Very truly yours,

/James C. Hoodlet, Esq./
------------------------
James C. Hoodlet, Esq.
Associate Counsel

<PAGE>

Exhibit 10(c)

John Hancock Variable Annuity and Variable Life Insurance Accounts
------------------------------------------------------------------

POWER OF ATTORNEY

The undersigned member of the Board of Directors of John Hancock Mutual
Life Insurance Company does hereby constitute and appoint Stephen L. Brown,
Foster L. Aborn, William L. Boyan, Richard S. Scipione and Bruce E. Skrine, and
each of them individually, with full power of substitution, his or her true and
lawful attorneys and agents to execute, in the name of, and on behalf of, the
undersigned as a member of said Board of Directors, the Registration Statements
under the Securities Act of 1933 and the Investment Company Act of 1940, and
each amendment to the Registration Statements, to be filed for John Hancock
Variable Annuity Account U, John Hancock Mutual Variable Life Insurance Account
UV and any other variable annuity or variable life insurance account of John
Hancock Mutual Life Insurance Company with the Securities and Exchange
Commission and to take any and all action and to execute in the name of, and on
behalf of, the undersigned as a member of said Board of Directors or otherwise
any and all instruments, including applications for exemptions from such Acts,
which said attorneys and agents deem necessary or advisable to enable any
variable annuity or variable life insurance account of John Hancock Mutual Life
Insurance Company to comply with the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, and the rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof; and
the undersigned hereby ratifies and confirms as his or her own act and deed all
that each of said attorneys and agents shall do or cause to have done by virtue
hereof. Each of said attorneys and agents shall have, and may exercise, all of
the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on
the date shown.

<TABLE>
<CAPTION>
Date Director Date Director
<S> <C> <C> <C>
May 10, 1993 s/Stephen L. Brown May 10, 1993 s/Nelson S. Gifford
May 10, 1993 s/William L. Boyan May 10, 1993 s/Delbert C. Staley
May 10, 1993 s/Foster L. Aborn May 10, 1993 s/I. McAllister Booth
May 10, 1993 s/Thomas L. Phillips May 10, 1993 s/Robert E. Fast
May 10, 1993 S/Samuel W. Bodman May 10, 1993 s/E. James Morton
May 10, 1993 s/John M. Connors, Jr. May 10, 1993 s/John F. Magee
May 10, 1993 s/Joan T. Bok July 9, 1993 s/Lawrence K. Fish
May 11, 1993 s/David F. D'Alessandro September 3, 1993 s/Kathleen F. Feldstein
May 10, 1993 s/Randolph W. Bromery March 1, 1995 s/Richard E. Syron
May 10, 1993 s/Vincent Vappi September 30, 1995 s/Michael C. Hawley
</TABLE>