INVESTORS PARTNER LIFE SEPARATE ACCOUNT IPL-1, S-6/A, 1999-06-10

INVESTORS PARTNER LIFE SEPARATE ACCOUNT IPL-1
S-6/A, 1999-06-10

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As filed with the Securities and Exchange Commission on June 10, 1999
Registration No. 333-71341
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-6

Pre-Effective Amendment No. 1 to the
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2

SEPARATE ACCOUNT IPL-1
(Exact name of trust)

INVESTORS PARTNER LIFE INSURANCE COMPANY
(Name of depositor)

JOHN HANCOCK PLACE
200 CLARENDON STREET
BOSTON, MASSACHUSETTS 02117
(Complete address of depositor's principal executive offices)

RONALD J. BOCAGE, ESQ.
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
200 CLARENDON STREET
BOSTON, MASSACHUSETTS 02117
(Name and complete address of agent for service)
Copy to:
THOMAS C. LAUERMAN, ESQ.
FREEDMAN, LEVY, KROLL & SIMONDS
1050 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036

Title of securities being registered: interests under flexible premium variable
life insurance policies

Approximate date of proposed public offering: as soon as practicable after the
effective date of this Registration Statement.

<PAGE>

CROSS-REFERENCE TABLE
Form N-8B-2 Item Caption in Prospectus
- ---------------- ---------------------

1 "Additional Information - How we support
the policy and investment options
- Separate Account IPL-1"

2 Cover Page

3 Not Applicable

4 "Additional Information - How we market
the policies"

5, 6 "Additional Information - How we support
the policy and investment options
- Separate Account IPL-1"

7, 8, 9 Not Applicable

10(a), (b), (c), (d) "Basic Information - How can I access my
investment in the policy?"; "Basic
Information - How can I change my
policy's investment allocations?"; "Basic
Information - Who owns the policy?"

10(e) "Basic Information - Is there a minimum
amount I must invest?"

10(f) "Additional Information - Voting
privileges that you will have"

10(g), (h) "Additional Information - Changes that
IPL can make as to your policy"

10(i) Not Applicable

11, 12 Cover Page

13 "Basic Information - What charges will
IPL deduct from my investment in the
policy?"; "Basic Information - What
charges will the Trust deduct from my
investment in the policy?"

14, 15 "Additional Information - Procedures for
issuance of a policy"; "Additional
Information - How we process certain
policy transactions"

16 "Additional Information - How we support
the policy and investment options"

<PAGE>

Form N-8B-2 Item Caption in Prospectus
- ---------------- ---------------------

17 "Basic Information - How do I communicate
with IPL?"; "Basic Information - Is there
a minimum amount I must invest?";
"Additional Information - Effect of policy
loans"

18 "Basic Information - How will the value of
my investment in the policy change over
time"; "Additional Information - How we
support the policy and investment options"

19 "Additional Information - Reports that you
will receive"

20 Not Applicable

21 "Basic Information - How can I access my
investment in the policy?"; "Additional
Information - Effects of policy loans"

22, 23 Not Applicable

24 "Additional Information - Adjustments we
make to death benefits"

25 "Additional Information - Description of
IPL"

26 "Basic Information - What charges will IPL
deduct from my investment in the policy?";
"Basic Information - What charges will the
Trust deduct from my investment in the
policy?"

27 "Additional Information - Reports that you
will receive"

28 "Additional Information - List of
Directors and Executive Officers of IPL"

29 "Additional Information - Description of
IPL"

30, 31, 32, 33, 34 Not Applicable

35 "Additional Information - Description of
IPL"

36, 37 Not Applicable

38, 39 "Additional Information - How we market
the policies"

40 Not Applicable

41(a) "Additional Information - How we market
the policies"

<PAGE>

Form N-8B-2 Item Caption in Prospectus
- ---------------- ---------------------

41(b), (c), (d), 42, 43 Not Applicable

44 "Additional Information - How we support
the policy and investment options -
Separate Account IPL-1"

45 Not Applicable

46,47 "Additional Information - How we support
the policy and investment options -
Separate Account IPL-1"; "Additional
Information - When we pay policy proceeds"

48, 49, 50 Not Applicable

51(a) - (f) Cover Page; "Basic Information - What is
the policy?"

51(g) "Basic Information - How can I invest
money in the policy?"; "Basic Information
- Is there a minimum amount I must
invest?"

51(h) - (j) Not Applicable

52 "Additional Information - Changes that IPL
can make as to your policy"

53(a) Cover Page; "Additional Information - How
we support the policy and investment
options"

53(b), 54, 55, 56, 57, 58, 59 Not Applicable

<PAGE>

PROSPECTUS DATED JUNE 14, 1999

INVESTORS PARTNER VARIABLE LIFE

a flexible premium variable life insurance policy
issued by

INVESTORS PARTNER LIFE INSURANCE COMPANY ("IPL")

IPL SERVICING OFFICE
--------------------
EXPRESS DELIVERY
----------------
Department 5111
P.O. Box 30000
99 Founders Plaza
East Hartford, CT 06108
U.S. MAIL
---------
Department 5111
P.O. Box 30000
Hartford, CT 06150-5111

PHONE: 1-877-619-4888

FAX: 1-877-329-4751

The policy provides an investment option with fixed rates of return declared
by IPL and the following 23 variable investment options:

<TABLE>
<CAPTION>
VARIABLE INVESTMENT OPTION MANAGED BY
-------------------------- ----------
- -----------------------------------------------------------------------------------------------------
<S> <C>
Managed ........................................... Independence Investment Associates, Inc.
Growth & Income ................................... Independence Investment Associates, Inc.
Equity Index ...................................... State Street Global Advisors
Large Cap Value ................................... T. Rowe Price Associates, Inc.
Large Cap Growth .................................. Independence Investment Associates, Inc.
Mid Cap Value ..................................... Neuberger Berman, LLC
Mid Cap Growth .................................... Janus Capital Corporation
Real Estate Equity ................................ Independence Investment Associates, Inc.
Small/Mid Cap Growth. ............................. Wellington Management Company, LLP
Small/Mid Cap CORE ................................ Goldman Sachs Asset Management
Small Cap Value ................................... INVESCO Management & Research, Inc.
Small Cap Growth .................................. John Hancock Advisers, Inc.
Global Equity ..................................... Scudder Kemper Investments, Inc.
International Balanced ............................ Brinson Partners, Inc.
International Equity Index ........................ Independence International Associates, Inc.
International Opportunities ....................... Rowe Price-Fleming International, Inc.
Emerging Markets Equity ........................... Montgomery Asset Management, LLC
Short-Term Bond ................................... Independence Investment Associates, Inc.
Bond Index ........................................ Mellon Bond Associates, LLP
Sovereign Bond .................................... John Hancock Advisers, Inc.
Global Bond ....................................... J.P. Morgan Investment Management, Inc.
High Yield Bond ................................... Wellington Management Company, LLP
Money Market ...................................... John Hancock Mutual Life Insurance Company
- -----------------------------------------------------------------------------------------------------
</TABLE>

We may add or delete variable investment options in the future.
<PAGE>

When you select one or more of these variable investment options, we invest
your money in the corresponding investment option(s) of the John Hancock
Variable Series Trust I (the "Trust"). The Trust is a mutual fund that offers a
number of different investment options (which are called "funds"). The
investment results of each variable investment option you select will depend on
those of the corresponding fund of the Trust. Attached to this prospectus is a
prospectus for the Trust that contains detailed information about each fund
offered under the policy. Be sure to read the prospectus for the Trust before
selecting any of the variable investment options shown on page 1.

GUIDE TO THIS PROSPECTUS

This prospectus contains information that you should know before you buy a
policy or exercise any of your rights under the policy. However, please keep in
mind that this is a prospectus - - it is not the policy. The prospectus
---
simplifies many policy provisions to better communicate the policy's essential
features. Your rights and obligations under the policy will be determined by the
language of the policy itself. When you receive your policy, read it carefully.

This prospectus is arranged in the following way:

. The section which follows is called "Basic Information". It is in a
question and answer format. We suggest you read the Basic Information
section before reading any other section of the prospectus.

. Behind the Basic Information section are illustrations of
hypothetical policy benefits that help clarify how the policy works.
These start on page 18.

. Behind the illustrations is a section called "Additional Information"
that gives more details about the policy. It generally does not
---
repeat information that is in the Basic Information section. A table
of contents for the Additional Information section appears on page
23.

. Behind the Additional Information section are the financial
statements for IPL. These start on page 36.

. Finally, there is an Alphabetical Index of Key Words and Phrases at
the back of the prospectus on page 50.

After the Alphabetical Index of Key Words and Phrases, this prospectus ends and
the Trust prospectus begins.

**********

Please note that the Securities and Exchange Commission ("SEC") has not
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

2
<PAGE>

BASIC INFORMATION

This part of the prospectus provides answers to commonly asked questions about
the policy.

Here are the page numbers where the questions and answers appear:

<TABLE>
<CAPTION>
<S> <C>
Question Pages to See
- --------
.What is the policy?. . . . . . . . . . . . . . . . . . . . . . . 4
.Who owns the policy?. . . . . . . . . . . . . . . . . . . . . . 4
.How can I invest money in the policy?. . . . . . . . . . . . . . 4-5
.Is there a minimum amount I must invest?. . . . . . . . . . . . 5-6
.How will the value of my investment in the policy change over
time?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
.What charges will IPL deduct from my investment in the
policy?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7-9
.What charges will the Trust deduct from my investment in the
policy?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9-10
.What other charges could IPL impose in the future? 10
.How can I change my policy's investment allocations? 10-11
.How can I access my investment in the policy?. . . . . . . . . . 11-13
.How much will IPL pay when the insured person dies? 13
.How can I change my policy's insurance coverage? 14
.Can I cancel my policy after it's issued?. . . . . . . . . . . . 14-15
.Can I choose the form in which IPL pays out proceeds from my
policy?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
.To what extent can IPL vary the terms and conditions of its
policies in particular cases?. . . . . . . . . . . . . . . . . . 15
.How will my policy be treated for income tax purposes? 16
.How do I communicate with IPL?. . . . . . . . . . . . . . . . . 16-17
</TABLE>

3
<PAGE>

WHAT IS THE POLICY?

The policy's primary purpose is to provide lifetime protection against
economic loss due to the death of the insured person. The value of the amount
you have invested under the policy may increase or decrease daily based upon the
investment results of the variable investment options that you choose. The
amount we pay to the policy's beneficiary if the insured person dies (we call
this the "death benefit") may be similarly affected.

While the insured person is alive, you will have a number of options under the
policy. Here are some major ones:

. Determine when and how much you invest in the various investment
options

. Borrow or withdraw amounts you have in the investment options

. Change the beneficiary who will receive the death benefit

. Change the amount of insurance

. Turn in (i.e., "surrender") the policy for the full amount of its
surrender value

. Choose the form in which we will pay out the death benefit or other
proceeds

Most of these options are subject to limits that are explained later in this
prospectus.

WHO OWNS THE POLICY?

That's up to the person who applies for the policy. The owner of the policy is
the person who can exercise most of the rights under the policy, such as the
right to choose the investment options or the right to surrender the policy. In
many cases, the person buying the policy is also the person who will be the
owner. However, the application for a policy can name another person or entity
(such as a trust) as owner. Whenever we've used the term "you" in this
prospectus, we've assumed that the reader is the person who has whatever right
or privilege is being discussed. There may be tax consequences if the owner and
the insured person are different, so you should discuss this issue with your tax
adviser.

HOW CAN I INVEST MONEY IN THE POLICY?

Premium Payments

We call the investments you make in the policy "premiums" or "premium
payments". The amount we require as your first premium depends upon the
-----
specifics of your policy and the insured person. Except as noted below, you can
make any other premium payments you wish at any time. That's why the policy is
called a "flexible premium" policy.

4
<PAGE>

Maximum premium payments

Federal tax law limits the amount of premium payments you can make relative to
the amount of your policy's insurance coverage. We will not knowingly accept any
amount by which a premium payment exceeds the maximum. If you exceed certain
other limits, the law may impose a penalty on amounts you take out of your
policy. We'll monitor your premium payments and let you know if you're about to
exceed this limit. More discussion of these tax law requirements begins on page
30. Also, we may refuse to accept any amount of an additional premium if:

. that amount of premium would increase our insurance risk exposure,
and

. the insured person doesn't provide us with adequate evidence that he
or she continues to meet our requirements for issuing insurance.

In no event, however, will we refuse to accept any premium necessary to prevent
the policy from terminating.

Ways to pay premiums

If you pay premiums by check or money order, they must be drawn on a U.S. bank
in U.S. dollars and made payable to "Investors Partner Life Insurance Company."
Premiums after the first must be sent to the IPL Servicing Office at the
appropriate address shown on page 1 of this prospectus.

We will also accept premiums:

. by wire or by exchange from another insurance company,

. via an electronic funds transfer program (any owner interested in
making monthly premium payments must use this method), or
-------

. if we agree to it, through a salary deduction plan with your
employer.

You can obtain information on these other methods of premium payment by
contacting your IPL representative or by contacting the IPL Servicing Office.

IS THERE A MINIMUM AMOUNT I MUST INVEST?

Planned Premiums

The Policy Specifications page of your policy will show the "Planned Premium"
for the policy. You choose this amount in the policy application. The premium
reminder notice we send you is based on this amount. You will also choose how
often to pay premiums-- annually, semi-annually, quarterly or monthly. However,
payment of Planned Premiums is not necessarily required. You need only invest
enough to keep the policy in force (see "Lapse and reinstatement" and
"Guaranteed death benefit feature" below).

5
<PAGE>

Lapse and reinstatement

If the policy's surrender value is not sufficient to pay the charges and the
guaranteed death benefit feature is not in effect, we will notify you of how
much you will need to pay to keep the policy in force. You will have a 61 day
"grace period" to make that payment. If you don't pay at least the required
amount by the end of the grace period, your policy will terminate (i.e., lapse).
All coverage under the policy will then cease. Even if the policy terminates in
this way, you can still reactivate (i.e., "reinstate") it within 3 years from
the beginning of the grace period. You will have to provide evidence that the
insured person still meets our requirements for issuing coverage. You will also
have to pay a minimum amount of premium and be subject to the other terms and
conditions applicable to reinstatements, as specified in the policy. If the
insured person dies during the grace period, we reserve the right to deduct any
unpaid monthly charges from the death benefit.

Guaranteed death benefit feature

This feature is available only if the insured person meets certain
underwriting requirements. The feature guarantees that your policy will not
lapse, regardless of adverse investment performance, if the amount of cumulative
premiums you have paid (less all withdrawals and outstanding loans taken from
the policy) equals or exceeds a defined minimum as of the date the calculation
is made. The calculation will be made on each monthly deduction date. ("Monthly
deduction date" is defined under "Procedures for issuance of a policy" beginning
on page 25.) The defined minimum is the "Guaranteed Death Benefit Premium" or
"GDB Premium" applicable on the date in question multiplied by the number of
monthly deduction dates since the policy's date of issue. There are three types
of GDB Premium:

. one that will maintain no-lapse status until the end of the fifth
policy year;

. another that will maintain no-lapse status until the policy
anniversary nearest the insured person's 75th birthday (this applies
only if the insured person is attained age 70 or less when the policy
is issued); and

. a third that will maintain no-lapse status until the policy
anniversary nearest the insured person's 100th birthday.

The second GDB Premium is higher than the first and the third is higher still.
However, no GDB Premium will ever be greater than the so-called "guideline
premium" for the policy as defined in Section 7702 of the Internal Revenue Code.
Also, the GDB Premiums may change in the event of any change in the face amount
of the policy or any change in the death benefit option (see "How much will IPL
pay when the insured person dies?" on page 13).

Each time we test to see if this feature is still in effect, we will use the
lowest of the GDB Premiums that is still in effect.

If there are monthly charges that remain unpaid because of this feature, we
will deduct such charges when there is sufficient surrender value to pay them.

6
<PAGE>

HOW WILL THE VALUE OF MY INVESTMENT IN THE POLICY CHANGE OVER TIME?

From each premium payment you make, we deduct the charges described under
"Deductions from premium payments" below. We invest the rest in the investment
options you've elected. Special investment rules apply for the first 20 days
after your policy becomes effective. (See "How we process certain policy
transactions" beginning on page 26.)

Over time, the amount you've invested in any variable investment option will
--------
increase or decrease the same as if you had invested the same amount directly in
the corresponding fund of the Trust and had reinvested all fund dividends and
distributions in additional fund shares; except that we will deduct certain
additional charges which will reduce your account value. We describe these
charges under "What charges will IPL deduct from my investment in the policy?"
below.

The amount you've invested in the fixed investment option will earn interest
-----
at a rate we declare from time to time. We guarantee that this rate will be at
least 4%. If you want to know what the current declared rate is, just call or
write to us. The current declared rate will also appear in the annual statement
we will send you. Amounts you invest in the fixed investment option will not be
---
subject to the mortality and expense risk charge described on page 8. Otherwise,
the charges applicable to the fixed investment option are the same as those
applicable to the variable investment options.

At any time, the "account value" of your policy is equal to:

. the amount you invested,

. plus or minus the investment experience of the investment options
you've chosen,

. minus all charges we deduct, and

. minus all withdrawals you have made.

If you take a loan on the policy, however, your account value will be computed
somewhat differently. This is discussed on page 12.

WHAT CHARGES WILL IPL DEDUCT FROM MY INVESTMENT IN THE POLICY?

Deductions from premium payments

. Premium and DAC tax charge - A charge to cover state premium taxes we
----------------------------
currently expect to pay, on average, and the increased Federal income tax
burden that we currently expect will result from receipt of premiums. This
charge is currently 3.55% of each premium.

. Sales and administrative charge - A charge to help defray our sales and
---------------------------------
administrative costs. The charge is 2% of a certain portion of the premium
you pay in the first nine policy years. The portion of each year's premium
that is subject to the charge is called

7
<PAGE>

the "Target Premium". It's determined at the time the policy is issued and
will appear in the "Policy Specifications" section of the policy. We will
stop making this charge on premiums received after the 9th policy year.

Deductions from account value

. Sales and administrative charge - A monthly charge to help defray our
---------------------------------
sales and administrative costs. This charge has two parts: (1) a flat
dollar charge of up to $10 (currently $6) and (2) a charge based on the
amount of insurance and the insured person's attained age on the policy's
date of issue. (The insured person's "attained age" on any date is his or
her age on the birthday nearest that date.) This charge will appear in the
"Policy Specifications" section of the policy.

. Insurance charge - A monthly charge for the cost of insurance. To
------------------
determine the charge, we multiply the amount of insurance for which we are
at risk by a cost of insurance rate. The rate is derived from an actuarial
table. The table in your policy will show the maximum cost of insurance
-------
rates. The cost of insurance rates that we currently apply are generally
less than the maximum rates. The table of rates we use will depend on the
insurance risk characteristics and (usually) gender of the insured person,
the face amount of insurance and the length of time the policy has been in
effect. Regardless of the table used, cost of insurance rates generally
increase each year that you own your policy, as the insured person's
attained age increases.

. Extra mortality charge - A monthly charge specified in your policy for
------------------------
additional mortality risk if the insured person is subject to certain
types of special insurance risk.

. M &E charge - A monthly charge for mortality and expense risks we assume.
-------------
The current charge is .05815% of that portion of your account value
allocated to variable investment options for policy years 1 - 15 and
--------
.02497% thereafter. These percentages equate to effective annual rates of
.70% and .30%, respectively. This charge does not apply to the fixed
investment option. The reduction after 15 years has not occurred yet under
any policy, since no policy has yet been outstanding for 15 years. We
guarantee that this charge will never exceed the following percentages of
that portion of your account value allocated to variable investment
options: .07469% for policy years 1 -15 and .04157% thereafter. These
percentages equate to effective annual rates of .90% and .50%,
respectively.

. Optional benefits charge - Monthly charges for any optional insurance
--------------------------
benefits added to the policy by means of a rider. We currently offer a
number of optional riders, such as disability waiver of charges and
disability payment of premium.

. Surrender charge - A charge we deduct if the policy lapses or is
------------------
surrendered prematurely or if there is a decrease in the face amount. We
deduct this "surrender charge" to compensate us for expenses that we would
otherwise not recover in the event of early lapse or surrender. The charge
is a percentage of that portion of the current Target Premium that is not
attributable to optional benefit riders. ("Target Premium" is described
above under "Deductions from premium payments.") The percentage is higher
in the early years and decreases to zero as shown in the following table:

8
<PAGE>

FOR SURRENDERS OR LAPSES DURING PERCENTAGE
------------------------------------------

Policy year 1 100%

Policy year 2 100%

Policy year 3 90%

Policy year 4 80%

Policy year 5 70%

Policy year 6 60%

Policy year 7 50%

Policy year 8 35%

Policy year 9 20%

Policy year 10 and later 0%

The above table applies if the insured person is less than attained age 66
at issue. For older issue ages, the percentage decreases to zero in fewer
than 9 policy years. Because the surrender charge is computed with
reference to "Target Premiums", it will be the same regardless of how much
premiums have been paid.

. Partial withdrawal charge - A charge for each partial withdrawal of
---------------------------
account value to compensate us for the administrative expenses of
processing the withdrawal. The charge is equal to the lesser of $20 or 2%
of the withdrawal amount.

WHAT CHARGES WILL THE TRUST DEDUCT FROM MY INVESTMENT IN THE POLICY?

The Trust must pay investment management fees and other operating expenses.
These fees and expenses are different for each fund of the Trust and reduce the
investment return of each fund. Therefore, they also indirectly reduce the
return you will earn on any variable investment options you select. The figures
in the following chart are expressed as percentages of each fund's average daily
net assets for 1998 (rounded to two decimal places). The percentages reflect the
investment management fees that were payable in 1998 and the 1998 other
operating expenses that would have been allocated to the funds under the
allocation rules currently in effect.

<TABLE>
<CAPTION>
Other Total Fund Other Operaing
Investment Operating Operating Expenses
Fund Name Management Fee Expenses Expenses Absent Reimbursement*
- --------- -------------- ---------- ----------- ---------------------
<S> <C> <C> <C> <C>
Managed ........................ 0.32% 0.05% 0.37% 0.05%
Growth & Income ................ 0.25% 0.05% 0.30% 0.05%
Equity Index ................... 0.14% 0.08% 0.22% 0.08%
Large Cap Value ................ 0.74% 0.07% 0.81% 0.07%
Large Cap Growth ............... 0.37% 0.05% 0.42% 0.05%
Mid Cap Value .................. 0.80% 0.05% 0.85% 0.05%
Mid Cap Growth ................. 0.85% 0.08% 0.93% 0.08%
Real Estate Equity ............. 0.60% 0.05% 0.65% 0.05%
Small/Mid Cap Growth** ......... 0.75% 0.05% 0.80% 0.05%
Small/Mid Cap CORE ............. 0.80% 0.10% 0.90% 0.23%
Small Cap Value ................ 0.80% 0.07% 0.87% 0.07%
Small Cap Growth ............... 0.75% 0.08% 0.83% 0.08%
Global Equity .................. 0.90% 0.10% 1.00% 0.50%
International Balanced ......... 0.85% 0.10% 0.95% 0.64%
International Equity Index ..... 0.17% 0.10% 0.27% 0.23%

9
<PAGE>

Other Total Fund Other Operaing
Investment Operating Operating Expenses
Fund Name Management Fee Expenses Expenses Absent Reimbursement*
- --------- -------------- ---------- ----------- ---------------------

International Opportunities .... 0.87% 0.10% 0.97% 0.32%
Emerging Markets Equity ........ 1.30% 0.10% 1.40% 0.68%
Short-Term Bond ................ 0.30% 0.05% 0.35% 0.05%
Bond Index ..................... 0.15% 0.05% 0.20% 0.05%
Sovereign Bond ................. 0.25% 0.05% 0.30% 0.05%
Global Bond** .................. 0.69% 0.06% 0.75% 0.06%
High Yield Bond ................ 0.65% 0.07% 0.72% 0.07%
Money Market ................... 0.25% 0.05% 0.30% 0.05%
</TABLE>

* John Hancock reimburses a fund when the fund's other operating expenses exceed
0.10% of the fund's average daily net assets.
** Small/Mid Cap Growth was formerly "Diversified Mid Cap Growth" and Global
Bond was formerly "Strategic Bond."

WHAT OTHER CHARGES COULD IPL IMPOSE IN THE FUTURE?

We currently make no charge against account value for our Federal income
taxes, but if we incur, or expect to incur, income taxes attributable to any
subaccount of the Account or this class of policies in future years, we reserve
the right to make such a charge. Any such charge would reduce what you earn on
any affected investment options. However, we expect that no such charge will be
necessary.

Under current laws, we may incur state and local taxes (in addition to premium
taxes) in several states. At present, these taxes are not significant. If there
is a material change in applicable state or local tax laws, we may make charges
for such taxes.

We will never impose any charge for the first 12 transfers in any policy year,
but we reserve the right to impose a charge of up to $25 for any additional
transfers. However, we will never impose a charge if you elect to transfer all
of your existing account value to the fixed investment option at any time during
the first two policy years.

HOW CAN I CHANGE MY POLICY'S INVESTMENT ALLOCATIONS?

Future premium payments

At any time, you may change the investment options in which future premium
payments will be invested. You make the original allocation in the application
for the policy. Also, the percentages you select must be in whole numbers and
must equal 100% in total.

Transfers of existing account value

You may also transfer your existing account value from one investment option
to another. To do so, you must tell us how much to transfer, either as a whole
number percentage or as a specific dollar amount.

You can make transfers out of any variable investment option anytime you wish,
--------
but transfers out of the fixed investment option are currently subject to the
-----
following restrictions:

10
<PAGE>

. You can only make such a transfer once in each policy year.

. The most you can transfer at any one time is the greater of $500 or 20%
of the assets in your fixed investment option.

We reserve the right to impose restrictions on any transfer into the fixed
investment option after the second policy year

Dollar cost averaging

This is a program of automatic monthly transfers out of the Money Market
investment option into one or more of the other variable investment options. You
choose the investment options and the dollar amount and timing of the transfers.
The program is designed to reduce the risks that result from market
fluctuations. It does this by spreading out the allocation of your money to
investment options over a longer period of time. This allows you to reduce the
risk of investing most of your money at a time when market prices are high.
Obviously, the success of this strategy depends on market trends and is not
guaranteed.

Rebalancing

This is a program that automatically re-sets the percentage of your account
value allocated to the variable investment options. Over time, the variations in
the investment results for each variable investment option you've elected will
shift the percentage allocations among them. The rebalancing program will
periodically transfer your account value among the variable investment options
to reestablish the preset percentages you have chosen. Rebalancing would usually
result in transferring amounts from a variable investment option with relatively
higher investment performance since the last rebalancing to one with relatively
lower investment performance. However, rebalancing can also result in
transfering amounts from a variable investment option with relatively lower
current investment performance to one with relatively higher current investment
performance. Rebalancing and dollar cost averaging cannot be in effect at the
same time.

HOW CAN I ACCESS MY INVESTMENT IN THE POLICY?

Full surrender

You may surrender your policy in full at any time. If you do, we will pay you
the account value, less any policy loans and less any surrender charge that then
applies. This is called your "surrender value." You must return your policy when
you request a full surrender.

Partial withdrawals

You may make a partial withdrawal of your surrender value at any time. Each
partial withdrawal must be at least $500. There is a charge (usually $20) for
each partial withdrawal. We will automatically reduce the account value of your
policy by the amount of the withdrawal and the related charge. Unless you
designate otherwise, each investment option will be reduced in the same
proportion as the account value is then allocated among them. We will not permit
a partial withdrawal if it would cause your surrender value to fall below 3
months' worth of

11
<PAGE>

monthly charges (see "Deductions from account value" on page 8). Under the
Option A death benefit, the reduction of your account value occasioned by a
partial withdrawal could cause the minimum insurance amount to become less than
your face amount of insurance (see "How much will IPL pay when the insured
person dies?" on page 13). If that happens, we will automatically reduce your
face amount of insurance. The calculation of that reduction is explained in the
policy. If such a face amount reduction would cause your policy to fail the
Code's definition of life insurance, we will not permit the partial withdrawal.

Policy loans

You may borrow from your policy at any time after it has been in effect for 1
year by completing a form satisfactory to us or, if the telephone transaction
authorization form has been completed, by telephone. However, you can't borrow
from your policy during a "grace period" (see "Lapse and reinstatement" on page
6). The maximum amount you can borrow is determined as follows:

. We first determine the surrender value of your policy.

. We then subtract an amount equal to 12 times the monthly charges then
being deducted from account value.

. We then multiply the resulting amount by the ratio of 1 plus the
interest rate credited to the special loan account (see below)
divided by 1 plus the interest rate charged on the loan.

The minimum amount of each loan is $300. The interest charged on any loan is
an effective annual rate of 4.0% in all policy years. Accrued interest will be
added to the loan daily and will bear interest at the same rate as the original
loan amount. The amount of the loan is deducted from the investment options in
the proportions you designate (or, in the absence of such a designation, in the
same proportion as the account value is then allocated among them) and is placed
in a special loan account. This special loan account will earn interest at an
effective annual rate of 3.0% in the first 9 policy years and at an effective
annual rate of 4.0% after that. However, if we determine that a loan will be
treated as a taxable distribution because of the differential between the loan
interest rate and the rate being credited on the special loan account, we
reserve the right to decrease the rate credited on the special loan account to a
rate that would, in our reasonable judgement, result in the transaction being
treated as a loan under Federal tax law.

You can repay all or part of a loan at any time. Each repayment will be
allocated among the investment options as follows:

. The same proportionate part of the loan as was borrowed from the
fixed investment option will be repaid to the fixed investment
option.

. The remainder of the repayment will be allocated among the investment
options in the proportions you designate (or, in the absence of such
a designation, in the same way a new premium payment would be
allocated).

12
<PAGE>

If you want a payment to be used as a loan repayment, you must include
instructions to that effect. Otherwise, all payments will be assumed to be
premium payments.

HOW MUCH WILL IPL PAY WHEN THE INSURED PERSON DIES?

In your application for the policy, you will tell us how much life insurance
coverage you want on the life of the insured person. This is called the "face
amount" of insurance. In the policy, this may also be referred to as the "Sum
Insured."

When the insured person dies, we will pay the death benefit minus any
outstanding loans. There are 2 ways of calculating the death benefit. You choose
which one you want in the application. The two death benefit options are:

. Option A - The death benefit will equal the greater of (1) the face
amount or (2) the minimum insurance amount (as defined below).

. Option B - The death benefit will equal the greater of (1) the face
amount plus your policy's account value on the date of death, or (2)
the minimum insurance amount.

For the same premium payments, the death benefit under Option B will tend to
be higher than the death benefit under Option A. On the other hand, the monthly
insurance charge will be higher under Option B to compensate us for the
additional insurance risk. Because of that, the account value will tend to be
higher under Option A than under Option B for the same premium payments.

The minimum insurance amount

In order for a policy to qualify as life insurance under Federal tax law,
there has to be a minimum amount of insurance in relation to account value. We
compute the minimum insurance amount each business day by multiplying the
account value on that date by the so-called "corridor factor" applicable on that
date. The corridor factors are derived by applying the "guideline premium and
cash value corridor test" of the Internal Revenue Code. The corridor factor
starts out at 2.50 for ages at or below 40 and decreases as attained age
increases, reaching a low of 1.0 at age 95. A table showing the factor for each
age will appear in the policy.

When the insured person reaches 100

On the policy anniversary nearest the insured person's 100th birthday, the
death benefit will become equal to the account value on the date of death. Death
benefit Options A and B (as described above) will cease to apply. Also, we will
stop deducting any monthly charges (other than the M&E charge) and will stop
accepting any premium payments.

13
<PAGE>

HOW CAN I CHANGE MY POLICY'S INSURANCE COVERAGE?

Increase in coverage

After the first policy year, you may request an increase in the face amount of
insurance coverage at any time. Each such increase must be at least $50,000.
However, you will have to provide us with evidence that the insured person still
meets our requirements for issuing insurance coverage. In many respects, we
treat an increase in face amount as if it were the issuance of a new policy.
Different cost of insurance rates may apply to different increments of face
amount under your policy.

Decrease in coverage

After the first policy year, you may request a reduction in the face amount of
insurance coverage at any time, but only if:

. your account value exceeds any surrender charge associated with the
reduction,

. the remaining face amount will be at least $100,000, and

. the remaining face amount will at least equal the minimum required by
the tax laws to maintain the policy's life insurance status.

At the time of any reduction in face amount (other than one resulting from a
partial withdrawal as explained on page 11), we will deduct the surrender charge
associated with the reduction from your account value.

Change of death benefit option

At any time, you may change your coverage from death benefit Option A to
Option B or vice-versa. However, if you change from Option A to Option B, we
will require evidence that the insured person still meets our requirements for
issuing coverage. This is because such a change increases our insurance risk
exposure.

Tax consequences

Please read "Tax considerations" starting on page 30 to learn about possible
tax consequences of changing your insurance coverage under the policy.

CAN I CANCEL MY POLICY AFTER IT'S ISSUED?

You have the right to cancel your policy within 10 days (or longer in some
states) after you receive it. This is often referred to as the "free look"
period. To cancel your policy, simply deliver or mail the policy to:

. IPL at one of the addresses shown on page 1, or

. the IPL representative who delivered the policy to you.

14
<PAGE>

In most states, you will receive a refund of any premiums you've paid. In some
states, the refund will be your account value on the date of cancellation plus
all charges deducted by IPL or the Trust prior to that date. The date of
cancellation will be the date we receive the policy.

CAN I CHOOSE THE FORM IN WHICH IPL PAYS OUT PROCEEDS FROM MY POLICY?

Choosing a payment option

You may choose to receive proceeds from the policy as a single sum. This
includes proceeds that become payable because of death or full surrender.
Alternatively, you can elect to have proceeds of $1,000 or more applied to
provide fixed income payments for a fixed period of time that you select. Other
payment options may be made available in the future. You should check with us at
the time you make the election. We will issue a supplementary agreement when the
proceeds are applied to any alternative payment option. That agreement will
spell out the terms of the option in full.

Changing a payment option

You can change the payment option at any time before the proceeds are payable.
If you haven't made a choice, the payee of the proceeds has a prescribed period
in which he or she can make that choice.

Tax impact

There may be tax consequences to you or your beneficiary depending upon which
payment option is chosen. You should consult with a qualified tax adviser before
making that choice.

TO WHAT EXTENT CAN IPL VARY THE TERMS AND CONDITIONS OF ITS POLICIES IN
PARTICULAR CASES?

Listed below are some variations we can make in the terms of our policies. Any
variation will be made only in accordance with uniform rules that we apply
fairly to all of our customers.

State law insurance requirements

Insurance laws and regulations apply to IPL in every state in which its
policies are sold. As a result, various terms and conditions described in the
prospectus may vary depending upon where you reside. These variations will be
reflected in your policy or in endorsements attached to your policy.

Variations in expenses or risks

We may vary the charges and other terms of our policies where special
circumstances result in sales or administrative expenses, mortality risks or
other risks that are different from those normally associated with the policies.
These include the type of variations discussed under "Reduced charges for
eligible classes" on page 29. No variation in any charge will exceed any maximum
stated in this prospectus with respect to that charge.

15
<PAGE>

HOW WILL MY POLICY BE TREATED FOR INCOME TAX PURPOSES?

Generally, death benefits paid under policies such as yours are not subject to
income tax. Earnings on your account value are not subject to income tax as long
as we don't pay them out to you. If we do pay out any amount of your account
value upon surrender or partial withdrawal, all or part of that distribution
should generally be treated as a return of the premiums you've paid and should
not be subject to income tax. Amounts you borrow are generally not taxable to
you.

However, some of the tax rules change if your policy is found to be a
"modified endowment contract." This can happen if you've paid more than a
certain amount of premiums that is prescribed by the tax laws. Additional taxes
and penalties may be payable for policy distributions of any kind.

For further information about the tax consequences of owning a policy, please
read "Tax considerations" beginning of page 30.

HOW DO I COMMUNICATE WITH IPL?

General Rules

You should mail or express all checks and money orders for premium payments
and loan repayments to the IPL Servicing Office at the appropriate address shown
on page 1.

Certain requests must be made in writing and be signed and dated by you. They
include the following:

. loans, surrenders or partial withdrawals

. transfers of account value among investment options

. change of allocation among investment options for new premium
payments

. change of death benefit option

. increase or decrease in face amount

. change of beneficiary

. election of payment option for policy proceeds

. tax withholding elections

. election of telephone transaction privilege

You should mail or express these requests to the IPL Servicing Office at the
appropriate address shown on page 1. You should also send notice of the insured
person's death and related documentation to the IPL Servicing Office. We don't
consider that we've "received" any

16
<PAGE>

communication until such time as it has arrived at the proper place and in the
proper and complete form.

We have special forms that must be used for a number of the requests mentioned
above. You can obtain these forms from the IPL Servicing Office or your IPL
representative. Each communication to us must include your name, your policy
number and the name of the insured person. We cannot process any request that
doesn't include this required information. Any communication that arrives after
the close of our business day, or on a day that is not a business day, will be
considered "received" by us on the next following business day. Our business day
currently closes at 4:00 p.m. Eastern Standard Time, but special circumstances
(such as suspension of trading on a major exchange) may dictate an earlier
closing time.

Telephone Transactions

If you complete a special authorization form, you can request loans, transfers
among investment options and changes of allocation among investment options
simply by telephoning us at 1-877-619-4888 or by faxing us at 1-877-329-4751.
Any fax request should include your name, daytime telephone number, policy
number and, in the case of transfers and changes of allocation, the names of the
investment options involved. We will honor telephone instructions from anyone
who provides the correct identifying information, so there is a risk of loss to
you if this service is used by an unauthorized person. However, you will receive
written confirmation of all telephone transactions. There is a risk that you
will be unable to place your request due to equipment malfunction or heavy phone
line usage. If this occurs, you should submit your request in writing.

The policies are not designed for professional market timing organizations or
other entities that use programmed and frequent transfers among investment
options. For reasons such as that, we reserve the right to change our telephone
transaction policies or procedures at any time. We also reserve the right to
suspend or terminate the privilege altogether.

17
<PAGE>

ILLUSTRATION OF DEATH BENEFITS, ACCOUNT VALUES, SURRENDER VALUES AND
ACCUMULATED PREMIUMS

The following tables illustrate the changes in death benefit, account value
and surrender value of the policy under certain hypothetical circumstances that
we assume solely for this purpose. Each table separately illustrates the
operation of a policy for a specified issue age, premium payment schedule and
face amount. The amounts shown are for the end of each policy year and assume
that all of the account value is invested in funds that achieve investment
returns at constant gross annual rates of 0%, 6% and 12% (i.e., before any fees
or expenses deducted from Trust assets). After the deduction of average fees and
expenses at the Trust level (as described below), the corresponding net annual
rates would be -.66%, 5.30% and 11.26%, respectively. Investment return reflects
investment income and all realized and unrealized capital gains and losses. The
tables assume annual Planned Premiums that are paid at the beginning of each
policy year for an insured person who is a 45 year old male standard non-smoker
underwriting risk when the policy is issued.

Tables are provided for each of the two death benefit options. The tables
headed "Current Charges" assume that the current rates for all charges deducted
by IPL will apply in each year illustrated, including the reduction in the M&E
charge after the 15th policy year. The tables headed "Maximum Charges" are the
same, except that the maximum permitted rates for all years are used for all
charges. The tables do not reflect any charge that we reserve the right to make
but are not currently making.

With respect to fees and expenses deducted from Trust assets, the amounts
shown in all tables reflect (1) investment management fees equivalent to an
effective annual rate of .59%, and (2) an assumed average asset charge for all
other Trust operating expenses equivalent to an effective annual rate of .07%.
These rates are the arithmetic average for all funds of the Trust. In other
words, they are based on the hypothetical assumption that policy account values
are allocated equally among the variable investment options. The actual rates
associated with any policy will vary depending upon the actual allocation of
policy values among the investment options.

The second column of each table shows the amount you would have at the end of
each Policy year if an amount equal to the assumed Planned Premiums were
invested to earn interest, after taxes, at 5% compounded annually. This is not a
policy value. It is included for comparison purposes only.

Because your circumstances will no doubt differ from those in the
illustrations that follow, values under your policy will differ, in most cases
substantially. Upon request, we will furnish you with a comparable illustration
reflecting your proposed insured person's issue age, sex and underwriting risk
classification, and the face amount and annual Planned Premium amount requested.

18
<PAGE>

DEATH BENEFIT OPTION A: LEVEL DEATH BENEFIT
ILLUSTRATION ASSUMES CURRENT CHARGES

MALE, ISSUE AGE 45, STANDARD NONSMOKER UNDERWRITING RISK
FACE AMOUNT: $500,000
$6,000 PLANNED PREMIUM*

<TABLE>
<CAPTION>
Death Benefit Account Value Surrender Value
------------------------------- ------------------------------ ------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of: Annual Investment Return of: Annual Investment Return of:
Policy At 5% Interest ------------------------------- ------------------------------ ------------------------------
Year Per Year 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------ -------------- -------- --------- ---------- -------- -------- ---------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 6,300 $500,000 $500,000 $ 500,000 $ 4,401 $ 4,698 $ 4,996 $ 0 $ 0 $ 0
2 12,915 500,000 500,000 500,000 8,607 9,472 10,374 2,607 3,472 4,374
3 19,861 500,000 500,000 500,000 12,618 14,323 16,172 7,218 8,923 10,772
4 27,154 500,000 500,000 500,000 16,415 19,233 22,414 11,615 14,433 17,614
5 34,811 500,000 500,000 500,000 19,989 24,195 29,138 15,789 19,995 24,938
6 42,852 500,000 500,000 500,000 23,335 29,204 36,391 19,735 25,604 32,791
7 51,295 500,000 500,000 500,000 26,435 34,243 44,211 23,435 31,243 41,211
8 60,159 500,000 500,000 500,000 29,261 39,285 52,635 27,161 37,185 50,535
9 69,467 500,000 500,000 500,000 31,814 44,331 61,733 30,614 43,131 60,533
10 79,241 500,000 500,000 500,000 34,594 49,902 72,126 34,594 49,902 72,126
11 89,503 500,000 500,000 500,000 37,052 55,461 83,381 37,052 55,461 83,381
12 100,278 500,000 500,000 500,000 39,349 61,167 95,754 39,349 61,167 95,754
13 111,592 500,000 500,000 500,000 41,498 67,044 109,390 41,498 67,044 109,390
14 123,471 500,000 500,000 500,000 43,535 73,135 124,467 43,535 73,135 124,467
15 135,945 500,000 500,000 500,000 45,500 79,491 141,188 45,500 79,491 141,188
16 149,042 500,000 500,000 500,000 47,637 86,525 160,430 47,637 86,525 160,430
17 162,794 500,000 500,000 500,000 49,451 93,664 181,675 49,451 93,664 181,675
18 177,234 500,000 500,000 500,000 50,923 100,904 205,178 50,923 100,904 205,178
19 192,396 500,000 500,000 500,000 52,032 108,240 231,227 52,032 108,240 231,227
20 208,316 500,000 500,000 500,000 52,756 115,669 260,157 52,756 115,669 260,157
25 225,031 500,000 500,000 537,679 48,808 153,366 463,517 48,808 153,366 463,517
30 242,583 500,000 500,000 865,213 25,095 188,745 808,610 25,095 188,745 808,610
35 261,012 ** 500,000 1,454,332 ** 214,628 1,385,078 ** 214,628 1,385,078
40 280,363 ** 500,000 2,447,704 ** 214,316 2,331,147 ** 214,316 2,331,147
45 300,681 ** 500,000 4,052,980 ** 135,774 3,859,981 ** 135,774 3,859,981
</TABLE>

- ---------

* The amount shown is equal to the Target Premium for the basic policy. If
premiums are paid more frequently than annually, the above values shown would
be affected.
** Policy lapses unless additional premium payments are made.

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE DEATH BENEFIT,
ACCOUNT VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGE 0%, 6% OR 12% OVER
A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL
POLICY YEARS. WE CAN MAKE NO REPRESENTATION THAT THESE HYPOTHETICAL INVESTMENT
RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR CONTINUED OVER ANY PERIOD OF TIME.

19
<PAGE>

DEATH BENEFIT OPTION A: LEVEL DEATH BENEFIT
ILLUSTRATION ASSUMES MAXIMUM CHARGES

MALE, ISSUE AGE 45, STANDARD NONSMOKER UNDERWRITING RISK
FACE AMOUNT: $500,000
$6,000 PLANNED PREMIUM*

<TABLE>
<CAPTION>
Death Benefit Account Value Surrender Value
------------------------------- ------------------------------ ------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of: Annual Investment Return of: Annual Investment Return of:
Policy At 5% Interest ------------------------------- ------------------------------ ------------------------------
Year Per Year 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------ -------------- -------- --------- ---------- -------- -------- ---------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 6,300 $500,000 $500,000 $ 500,000 $ 3,414 $ 3,680 $ 3,946 $ 0 $ 0 $ 0
2 12,915 500,000 500,000 500,000 6,651 7,393 8,169 651 1,393 2,169
3 19,861 500,000 500,000 500,000 9,710 11,139 12,694 4,310 5,739 7,294
4 27,154 500,000 500,000 500,000 12,583 14,908 17,544 7,783 10,108 12,744
5 34,811 500,000 500,000 500,000 15,257 18,687 22,739 11,057 14,487 18,539
6 42,852 500,000 500,000 500,000 17,723 22,466 28,308 14,123 18,866 24,708
7 51,295 500,000 500,000 500,000 19,953 26,215 34,260 16,953 23,215 31,260
8 60,159 500,000 500,000 500,000 21,916 29,900 40,608 19,816 27,800 38,508
9 69,467 500,000 500,000 500,000 23,594 33,500 47,378 22,394 32,300 46,178
10 79,241 500,000 500,000 500,000 25,479 37,520 55,153 25,479 37,520 55,153
11 89,503 500,000 500,000 500,000 27,005 41,401 63,447 27,005 41,401 63,447
12 100,278 500,000 500,000 500,000 28,139 45,104 72,295 28,139 45,104 72,295
13 111,592 500,000 500,000 500,000 28,863 48,602 81,751 28,863 48,602 81,751
14 123,471 500,000 500,000 500,000 29,141 51,853 91,864 29,141 51,853 91,864
15 135,945 500,000 500,000 500,000 28,926 54,799 102,686 28,926 54,799 102,686
16 149,042 500,000 500,000 500,000 28,290 57,623 114,748 28,290 57,623 114,748
17 162,794 500,000 500,000 500,000 27,036 60,023 127,744 27,036 60,023 127,744
18 177,234 500,000 500,000 500,000 25,073 61,898 141,757 25,073 61,898 141,757
19 192,396 500,000 500,000 500,000 22,290 63,125 156,876 22,290 63,125 156,876
20 208,316 500,000 500,000 500,000 18,563 63,561 173,217 18,563 63,561 173,217
25 225,031 500,000 500,000 500,000 0 48,377 280,451 0 48,377 280,451
30 242,583 500,000 500,000 500,137 0 0 467,418 0 0 467,418
35 261,012 ** ** 841,273 ** ** 801,212 ** ** 801,212
40 280,363 ** ** 1,397,359 ** ** 1,330,818 ** ** 1,330,818
45 300,681 ** ** 2,253,220 ** ** 2,145,924 ** ** 2,145,924
</TABLE>

- ---------

20
<PAGE>

DEATH BENEFIT OPTION B: VARIABLE DEATH BENEFIT
ILLUSTRATION ASSUMES CURRENT CHARGES

MALE, ISSUE AGE 45, STANDARD NONSMOKER UNDERWRITING RISK
FACE AMOUNT: $500,000
$6,000 PLANNED PREMIUM*

<TABLE>
<CAPTION>
Death Benefit Account Value Surrender Value
------------------------------- ------------------------------ ------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of: Annual Investment Return of: Annual Investment Return of:
Policy At 5% Interest ------------------------------- ------------------------------ ------------------------------
Year Per Year 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------ -------------- -------- --------- ---------- -------- -------- ---------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 6,300 $504,393 $504,690 $ 504,988 $ 4,393 $ 4,690 $ 4,988 $ 0 $ 0 $ 0
2 12,915 508,584 509,446 510,346 8,584 9,446 10,346 2,584 3,446 4,346
3 19,861 512,568 514,266 516,107 12,568 14,266 16,107 7,168 8,866 10,707
4 27,154 516,325 519,126 522,287 16,325 19,126 22,287 11,525 14,326 17,487
5 34,811 519,843 524,014 528,916 19,843 24,014 28,916 15,643 19,814 24,716
6 42,852 523,115 528,920 536,027 23,115 28,920 36,027 19,515 25,320 32,427
7 51,295 526,119 533,819 543,646 26,119 33,819 43,646 23,119 30,819 40,646
8 60,159 528,824 538,675 551,789 28,824 38,675 51,789 26,724 36,575 49,689
9 69,467 531,229 543,481 560,505 31,229 43,481 60,505 30,029 42,281 59,305
10 79,241 533,828 548,744 570,383 33,828 48,744 70,383 33,828 48,744 70,383
11 89,503 536,069 553,913 580,953 36,069 53,913 80,953 36,069 53,913 80,953
12 100,278 538,125 559,159 592,466 38,125 59,159 92,466 38,125 59,159 92,466
13 111,592 540,010 564,497 605,034 40,010 64,497 105,034 40,010 64,497 105,034
14 123,471 541,764 569,968 618,806 41,764 69,968 118,806 41,764 69,968 118,806
15 135,945 543,430 575,624 633,954 43,430 75,624 133,954 43,430 75,624 133,954
16 149,042 545,248 581,859 651,289 45,248 81,859 151,289 45,248 81,859 151,289
17 162,794 546,696 588,040 670,143 46,696 88,040 170,143 46,696 88,040 170,143
18 177,234 547,754 594,141 690,656 47,754 94,141 190,656 47,754 94,141 190,656
19 192,396 548,396 600,128 712,981 48,396 100,128 212,981 48,396 100,128 212,981
20 208,316 548,604 605,971 737,288 48,604 105,971 237,288 48,604 105,971 237,288
25 225,031 541,268 630,585 894,671 41,268 130,585 394,671 41,268 130,585 394,671
30 242,583 513,559 638,171 1,131,673 13,559 138,171 631,673 13,559 138,171 631,673
35 261,012 ** 608,601 1,484,671 ** 108,601 984,671 ** 108,601 984,671
40 280,363 ** 506,235 2,003,322 ** 6,235 1,503,322 ** 6,235 1,503,322
45 300,681 ** ** 2,752,094 ** ** 2,252,094 ** ** 2,252,094
</TABLE>

- ---------

21
<PAGE>

DEATH BENEFIT OPTION B: VARIABLE DEATH BENEFIT
ILLUSTRATION ASSUMES MAXIMUM CHARGES

MALE, ISSUE AGE 45, STANDARD NONSMOKER UNDERWRITING RISK
FACE AMOUNT: $500,000
$6,000 PLANNED PREMIUM*

<TABLE>
<CAPTION>
Death Benefit Account Value Surrender Value
----------------------------- ----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of: Annual Investment Return of: Annual Investment Return of:
Policy At 5% Interest ----------------------------- ----------------------------- -----------------------------
Year Per Year 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------ -------------- -------- -------- --------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 6,300 $503,399 $503,664 $503,930 $ 3,399 $ 3,664 $ 3,930 $ 0 $ 0 $ 0
2 12,915 506,609 507,346 508,118 6,609 7,346 8,118 609 1,346 2,118
3 19,861 509,627 511,042 512,583 9,627 11,042 12,583 4,227 5,642 7,183
4 27,154 512,443 514,740 517,343 12,443 14,740 17,343 7,643 9,940 12,543
5 34,811 515,044 518,420 522,408 15,044 18,420 22,408 10,844 14,220 18,208
6 42,852 517,420 522,071 527,798 17,420 22,071 27,798 13,820 18,471 24,198
7 51,295 519,540 525,655 533,506 19,540 25,655 33,506 16,540 22,655 30,506
8 60,159 521,371 529,130 539,528 21,371 29,130 39,528 19,271 27,030 37,428
9 69,467 522,895 532,470 545,872 22,895 32,470 45,872 21,695 31,270 44,672
10 79,241 524,598 536,167 553,089 24,598 36,167 53,089 24,598 36,167 53,089
11 89,503 525,913 539,651 560,660 25,913 39,651 60,660 25,913 39,651 60,660
12 100,278 526,804 542,870 568,580 26,804 42,870 68,580 26,804 42,870 68,580
13 111,592 527,253 545,789 576,857 27,253 45,789 76,857 27,253 45,789 76,857
14 123,471 527,227 548,350 585,485 27,227 48,350 85,485 27,227 48,350 85,485
15 135,945 526,679 550,485 594,442 26,679 50,485 94,442 26,679 50,485 94,442
16 149,042 525,675 552,336 604,133 25,675 52,336 104,133 25,675 52,336 104,133
17 162,794 524,029 553,601 614,165 24,029 53,601 114,165 24,029 53,601 114,165
18 177,234 521,658 554,159 624,480 21,658 54,159 124,480 21,658 54,159 124,480
19 192,396 518,465 553,866 634,996 18,465 53,866 134,996 18,465 53,866 134,996
20 208,316 514,345 552,565 645,612 14,345 52,565 145,612 14,345 52,565 145,612
25 225,031 ** 525,535 696,649 ** 25,535 196,649 ** 25,535 196,649
30 242,583 ** ** 724,717 ** ** 224,717 ** ** 224,717
35 261,012 ** ** 674,270 ** ** 174,270 ** ** 174,270
40 274,063 ** ** ** ** ** ** ** ** **
45 287,766 ** ** ** ** ** ** ** ** **
</TABLE>

- ---------

22
<PAGE>

ADDITIONAL INFORMATION

This section of the prospectus provides additional detailed information that
is not contained in the Basic Information section on pages 3 through 17.

<TABLE>
<CAPTION>
CONTENTS OF THIS SECTION PAGES TO SEE
- ------------------------ ------------
<S> <C>
Description of IPL........................ 24
How we support the policy and investment options 24-25
Procedures for issuance of a policy....... 25-26
Commencement of investment performance.... 26
How we process certain policy transactions 26-28
Effects of policy loans................... 28
Additional information about how certain policy charges work 28-29
How we market the policies................ 29-30
Tax considerations........................ 30-31
Reports that you will receive............. 31-32
Voting privileges that you will have...... 32
Changes that IPL can make as to your policy 32-33
Adjustments we make to death benefits..... 32
When we pay policy proceeds............... 33
Other details about exercising rights and paying benefits 33-34
Year 2000 Issues.......................... 34
Legal matters............................. 33
Registration statement filed with the SEC. 34
Accounting and actuarial experts.......... 34
Financial statements of IPL and the Account 35
List of Directors and Executive Officers of IPL 35
</TABLE>

23
<PAGE>

DESCRIPTION OF IPL

We are IPL, a stock life insurance company incorporated in 1981 under Delaware
law. We are authorized to transact a life insurance business in 44 states and
the District of Columbia and intend to acquire such authority in all states
other than New York. We did not sell variable life insurance policies prior to
1999.

We are regulated and supervised by the Delaware Commissioner of Insurance, who
periodically examines its affairs. We also are subject to the applicable
insurance laws and regulations of all jurisdictions in which we are authorized
to do business. We are required to submit annual statements of our operations,
including financial statements, to the insurance departments of the various
jurisdictions in which we do business for purposes of determining solvency and
compliance with local insurance laws and regulations. The regulation to which we
are subject, however, does not provide a guarantee as to such matters.

We are an indirect wholly-owned subsidiary of John Hancock Mutual Life
Insurance Company ("John Hancock"), a company chartered in Massachusetts in
1862. John Hancock's home office is at John Hancock Place, Boston, Massachusetts
02117. John Hancock's assets are approximately $59 billion. It is anticipated
that John Hancock, or an affiliate, will from time to time make capital
contributions to IPL to enable us to meet our reserve requirements and expenses
in connection with our business. John Hancock is committed to make all necessary
capital contributions, either directly or through an affiliate, to ensure that
we maintain a positive net worth.

HOW WE SUPPORT THE POLICY AND INVESTMENT OPTIONS

Separate Account IPL-1

The variable investment options shown on page 1 are in fact subaccounts of
Separate Account IPL-1 (the "Account"), a separate account established by us
under Delaware law. The Account meets the definition of "separate account" under
the Federal securities laws and is registered as a unit investment trust under
the Investment Company Act of 1940 ("1940 Act"). Such registration does not
involve supervision by the SEC of the management of the Account or IPL.

The Account's assets are the property of IPL. Each policy provides that
amounts we hold in the Account pursuant to the policies cannot be reached by any
other persons who may have claims against us.

The assets in each subaccount are invested in the corresponding fund of the
Trust, but the assets of one subaccount are not necessarily legally insulated
from liabilities associated with another subaccount. New subaccounts may be
added as new funds are added to the Trust and made available to policy owners.
Existing subaccounts may be deleted if existing funds are deleted from the
Trust.

We will purchase and redeem Trust shares for the Account at their net asset
value without any sales or redemption charges. Shares of the Trust represent an
interest in one of the funds of the Trust which corresponds to a subaccount of
the Account. Any dividend or capital gains distributions received by the Account
will be reinvested in shares of that same Trust fund at their net asset value as
of the dates paid.

On each business day, shares of each fund are purchased or redeemed by us for
each subaccount based on, among other things, the amount of net premiums
allocated to the subaccount, distributions reinvested, and transfers to, from
and among subaccounts, all to be effected as of that date. Such purchases and
redemptions are effected at each fund's net asset value per share determined for
that same date. A "business day" is any date on which the New York Stock
Exchange is open for trading. We compute policy values for each business day as
of the close of that day (usually 4:00 p.m. Eastern Standard Time).

24
<PAGE>

Our general account

Our obligations under the policy's fixed investment option are backed by our
general account assets. Our general account consists of assets owned by us other
than those in the Account and in other separate accounts that we may establish.
Subject to applicable law, we have sole discretion over the investment of assets
of the general account and policy owners do not share in the investment
experience of, or have any preferential claim on, those assets. Instead, we
guarantee that the account value allocated to the fixed investment option will
accrue interest daily at an effective annual rate of at least 4% without regard
to the actual investment experience of the general account.

Because of exemptive and exclusionary provisions, interests in our fixed
investment option have not been registered under the Securities Act of 1933 and
our general account has not been registered as an investment company under the
1940 Act. Accordingly, neither the general account nor any interests therein are
subject to the provisions of these acts, and we have been advised that the staff
of the SEC has not reviewed the disclosure in this prospectus relating to the
fixed investment option. Disclosure regarding the fixed investment option may,
however, be subject to certain generally-applicable provisions of the Federal
securities laws relating to accuracy and completeness of statements made in
prospectuses.

PROCEDURES FOR ISSUANCE OF A POLICY

Generally, the policy is available with a minimum face amount at issue of
$100,000. In the policy, the face amount may be referred to as the "Sum
Insured." At the time of issue, the insured person must be attained age 85 or
less. All insured persons must meet certain health and other insurance risk
criteria called "underwriting standards".

Policies issued in Montana or in connection with certain employee plans will
not directly reflect the sex of the insured person in either the premium rates
or the charges or values under the policy. The illustrations set forth in this
prospectus are sex-distinct and, therefore, may not reflect the rates, charges,
or values that would apply to such policies.

Minimum First Premium

The Minimum First Premium must be received by us at our Servicing Office in
order for the policy to be in full force and effect. There is no grace period
for the payment of the Minimum First Premium. The minimum amount of premium
required at the time of policy issue is equal to three Guaranteed Death Benefit
Premiums (see "Guaranteed death benefit feature" in the Basic Information
section of this prospectus). However, if an owner has chosen to pay premiums on
a monthly basis, the minimum amount required is only equal to two Guaranteed
Death Benefit Premiums.

Commencement of insurance coverage

After you apply for a policy, it can sometimes take up to several weeks for us
to gather and evaluate all the information we need to decide whether to issue a
policy to you and, if so, what the insured person's rate class should be. After
we approve an application for a policy and assign an appropriate insurance rate
class, we will prepare the policy for delivery. We will not pay a death benefit
under a policy unless the policy is in effect when the insured person dies
(except for the circumstances described under "Temporary insurance coverage
prior to policy delivery" on page 26).

The policy will take effect on the first business day that is not the 29th,
30th or 31st day of a month on which all of the following conditions are
satisfied:

. The policy is delivered to and received by the applicant.

. The Minimum First Premium is received by us.

. Each insured person is living and still meets our health criteria for
issuing insurance.

If all of the above conditions are satisfied on the 29th, 30th or 31st day of a
month, the policy will take effect

25
<PAGE>

on the first business day of the following month. The date the policy takes
effect is referred to as the policy's "date of issue." That is the date on which
we begin to deduct monthly charges. Policy months, policy years and policy
anniversaries are all measured from the date of issue.

Backdating

In order to preserve a younger age at issue for the insured person, we can
designate a date of issue that is up to 6 months earlier than the date that
would otherwise apply. This is referred to as "backdating" and is allowed under
state insurance laws. Backdating can also be used in certain corporate-owned
life insurance cases involving multiple policies to retain a common monthly
deduction date.

The conditions for coverage described above under "Commencement of insurance
coverage" must still be satisfied, but in a backdating situation the policy
takes effect retroactively. Backdating results in a lower insurance charge
(because of the insured person's younger age at issue), but monthly charges
begin earlier than would otherwise be the case. Those monthly charges will be
deducted as soon as we receive premiums sufficient to pay them.

Temporary coverage prior to policy delivery

If a specified amount of premium is paid with the application for a policy and
other conditions are met, we will provide temporary term life insurance coverage
on the insured person for a period prior to the time coverage under the policy
takes effect. Such temporary term coverage will be subject to the terms and
conditions described in the application for the policy, including limits on
amount and duration of coverage.

Monthly deduction dates

Each charge that we deduct monthly is assessed against your account value at
the close of business on the date of issue and at the close of the first
business day in each subsequent policy month.

COMMENCEMENT OF INVESTMENT PERFORMANCE

Any premium payment processed prior to the twentieth day after the date of
issue will automatically be allocated to the Money Market investment option. On
the twentieth day following the date of issue, the policy's account value will
be reallocated automatically among the investment options you have chosen.

All other premium payments will be allocated among the investment options you
have chosen as soon as they are processed.

HOW WE PROCESS CERTAIN POLICY TRANSACTIONS

Premium payments

We will process any premium payment as of the day we receive it, unless one of
the following exceptions applies:

(1) We will process a payment received prior to a policy's date of issue as if
received on the date of issue.

(2) We will process the portion of any premium payment for which we require
evidence of the insured person's continued insurability only after we have
received such evidence and found it satisfactory to us.

(3) If we receive any premium payment that will cause a policy to become a
modified endowment or will cause a policy to lose its status as life insurance
under the tax laws, we will not accept the excess portion of that premium
payment and will immediately notify the owner. We will refund the excess premium
when the premium payment check has had time to clear the banking system (but in
no case more than two weeks after receipt), except in the following
circumstances:

. the tax problem resolves itself prior to the date the refund is to be
made; or

. the tax problem relates to modified endowment status and we receive a
signed acknowledgment from the owner prior to

26
<PAGE>

the refund date instructing us to process the premium notwithstanding the
tax issues involved.

In the above cases, we will treat the excess premium as having been received on
the date the tax problem resolves itself or the date we receive the signed
acknowledgment. We will then process it accordingly.

(4) If a premium payment is received or is otherwise scheduled to be processed
(as specified above) on a date that is not a business day, the premium payment
will be processed on the business day next following that date.

Transfers among investment options

Any reallocation among investment options must be such that the total in all
investment options after reallocation equals 100% of account value. Transfers
out of any investment option will be effective at the end of the business day in
which we receive at our Servicing Office notice satisfactory to us.

We have the right to defer transfers of amounts out of the fixed investment
option for up to six months.

Dollar cost averaging.

Scheduled transfers under this option may be made from the Money Market
investment option to any number of other variable investment options. However,
the amount transferred to any one investment option must be at least $100.

Once we receive the election in form satisfactory to us at our Servicing
Office, transfers will begin on the second monthly deduction date following its
receipt. If you have any questions with respect to this provision, call
1-877-619-4888.

Once elected, the scheduled monthly transfer option will remain in effect for
so long as you have a sufficient amount of your account value in the Money
Market investment option, or until we receive written notice from the owner of
cancellation of the option or notice of the death of the insured person. The
dollar cost averaging and rebalancing options cannot be in effect at the same
time. We reserve the right to modify, terminate or suspend the dollar cost
averaging program at any time.

Rebalancing

This option can be elected in the application or by sending the appropriate
form to our Servicing Office. You must specify the frequency for rebalancing
(quarterly, semi-annually or annually), the preset percentage for each variable
investment option and a future beginning date. The first rebalancing will occur
on the monthly deduction date that occurs on or next follows the beginning date
you select.

Once elected, rebalancing will continue until we receive notice of
cancellation of the option or notice of the death of the insured person. If you
cancel rebalancing, you will have to wait 30 days before you can start it again.

The fixed investment option does not participate in and is not affected by
rebalancing.The rebalancing and dollar cost averaging options cannot be in
effect at the same time. We reserve the right to modify, terminate or suspend
the rebalancing program at any time.

Telephone transfers and policy loans

Once you have completed a written authorization, you may request a transfer or
policy loan by telephone or by fax. If the fax request option becomes
unavailable, another means of telecommunication will be substituted.

If you authorize telephone transactions, you will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone
instructions which we reasonably believe to be genuine, unless such loss,
expense or cost is the result of our mistake or negligence. We employ procedures
which provide safeguards against the execution of unauthorized transactions, and
which are reasonably designed to

27
<PAGE>

confirm that instructions received by telephone are genuine. These procedures
include requiring personal identification, tape recording calls, and providing
written confirmation to the owner. If we do not employ reasonable procedures to
confirm that instructions communicated by telephone are genuine, we may be
liable for any loss due to unauthorized or fraudulent instructions.

Effective date of other policy transactions

The following transactions take effect on the monthly deduction date on or
next following the date we approve your request:

. Face amount increases or decreases

. Reinstatements of lapsed policies

. Change of death benefit Option from A to B

A change from Option B to Option A is effective on the monthly deduction date
on or next following the date we receive the request.

We process loans, surrenders, partial withdrawals and loan repayments as of
the day we receive such request or repayment.

EFFECTS OF POLICY LOANS

The account value, the surrender value, and any death benefit above the face
amount are permanently affected by any loan, whether or not it is repaid in
whole or in part. This is because the amount of the loan is deducted from the
investment options and placed in a special loan account. The investment options
and the special loan account will generally have different rates of investment
return.

The amount of the outstanding loan (which includes accrued and unpaid
interest) is subtracted from the amount otherwise payable when the policy
proceeds become payable.

Whenever the outstanding loan exceeds an amount equal to the account value
less the surrender charge, the policy will terminate 31 days after we have
mailed notice of termination to you (and to any assignee of record at such
assignee's last known address) specifying the minimum amount that must be paid
to avoid termination, unless a repayment of at least the amount specified is
made within that period.

ADDITIONAL INFORMATION ABOUT HOW CERTAIN POLICY CHARGES WORK

Sales costs and related charges

The sales and administrative charges help to compensate us for the cost of
selling our policies. (See "What charges will IPL deduct from my investment in
the policy?" in the Basic Information section of this prospectus.) The amount of
the charges in any policy year does not specifically correspond to sales
expenses for that year. We expect to recover our total sales expenses over the
life of the policies. To the extent that sales and administrative charges do not
cover total sales expenses, the sales expenses may be recovered from other
sources, including gains from the charge for mortality and expense risks and
other gains with respect to the policies, or from our general assets. (See "How
we market the policies" on page 29.)

Effect of premium payment pattern

You may structure the timing and amount of premium payments to minimize the
sales and administrative charges, although doing so involves certain risks.
Paying less than one Target Premium in the first policy year or paying more than
one Target Premium in any policy year could reduce your total sales and
administrative charges over time. For example, if the Target Premium was $1,000
and you paid a premium of $1,000 in each of the first ten policy years, you
would pay total premium sales and administrative charges of $200. If you paid
$2,000 (i.e., two times the Target Premium amount) in every other policy year up
to the tenth policy year, you would pay total premium sales and administrative
charges of only $100. However, delaying the payment of Target Premiums to later
policy years could increase the risk that the account value will be insufficient
to pay monthly policy charges as they come due and that, as a result, the policy
will lapse

28
<PAGE>

and eventually terminate. Conversely, accelerating the payment of Target
Premiums to earlier policy years could cause aggregate premiums paid to exceed
the policy's 7-pay premium limit and, as a result, cause the policy to become a
modified endowment, with adverse tax consequences to you upon receipt of policy
distributions. (See "Tax consequences" beginning on page 30.)

Monthly charges

We deduct the monthly charges described in the Basic Information section from
your policy's investment options in proportion to the amount of account value
you have in each. For each month that we cannot deduct any charge because of
insufficient account value, the uncollected charges will accumulate and be
deducted when and if sufficient account value becomes available.

The insurance under the policy continues in full force during any grace period
but, if the insured person dies during the policy grace period, we may deduct
the amount of unpaid monthly charges from the death benefit otherwise payable.

Reduced charges for eligible classes

The charges otherwise applicable may be reduced with respect to policies
issued to a class of associated individuals or to a trustee, employer or similar
entity where we anticipate that the sales to the members of the class will
result in lower than normal sales or administrative expenses, lower taxes or
lower risks to us. We will make these reductions in accordance with our rules in
effect at the time of the application for a policy. The factors we consider in
determining the eligibility of a particular group for reduced charges, and the
level of the reduction, are as follows: the nature of the association and its
organizational framework; the method by which sales will be made to the members
of the class; the facility with which premiums will be collected from the
associated individuals and the association's capabilities with respect to
administrative tasks; the anticipated lapse and surrender rates of the policies;
the size of the class of associated individuals and the number of years it has
been in existence; and any other such circumstances which result in a reduction
in sales or administrative expenses, lower taxes or lower risks. Any reduction
in charges will be reasonable and will apply uniformly to all prospective policy
purchasers in the class and will not unfairly discriminate against any owner.

HOW WE MARKET THE POLICIES

John Hancock Funds, Inc. ("JHFI"), an indirect wholly-owned subsidiary of John
Hancock located at 101 Huntington Avenue, Boston, MA 02199, 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 policies. JHFI also serves as
principal underwriter for John Hancock Variable Annuity Accounts H and JF, both
of which are registered under the 1940 Act.

The policies may be purchased through broker-dealers and certain financial
institutions who have entered into selling agreements with JHFI and IPL, and
whose representatives are authorized by applicable law to sell variable life
insurance policies.Gross first year commissions plus any expense allowance
payments paid to such broker-dealers and financial institutions is not expected
to exceed 80% of premiums paid up to the Target Premium plus 2% of any excess
premium payments. Gross renewal commissions (i.e., after the first year) are not
expected to exceed 2% of total premiums paid in policy years 2 through 10 plus
0.15% of account value less loans in policy years 2 and thereafter. In some
situations where the broker dealer provides some or all of the marketing
services required, we may pay an additional gross first year commission of up to
20% of premiums paid up to the Target Premium plus 1% of any excess premium
payments. In such instances, we may also pay an additional gross renewal
commission. The additional gross renewal commission would not be expected to
exceed 1% of total premiums paid in policy years 2

29
<PAGE>

through 10 plus 0.10% of account value less loans in policy years 2 and
thereafter.

We reimburse JHFI for direct and indirect expenses actually incurred in
connection with the marketing and sale of the policies.

The offering of the policies is intended to be continuous, but neither IPL nor
JHFI is obligated to sell any particular amount of policies.

TAX CONSIDERATIONS

This description of federal income tax consequences is only a brief summary
and is not intended as tax advice. Tax consequences will vary based on your own
particular circumstances, and for further information you should consult a
qualified tax advisor. Federal, state and local tax laws, regulations and
interpretations can change from time to time. As a result, the tax consequences
to you and the beneficiary may be altered, in some cases retroactively.

Policy proceeds

We believe the policy will receive the same federal income and estate tax
treatment as fixed benefit life insurance policies. Section 7702 of the Internal
Revenue Code (the "Code") defines life insurance for federal tax purposes. If
certain standards are met at issue and over the life of the policy, the policy
will satisfy that definition. We will monitor compliance with these standards.

If the policy complies with the definition of life insurance, we believe the
death benefit under the policy will be excludable from the beneficiary's gross
income under the Code. In addition, increases in account value as a result of
interest or investment experience will not be subject to federal income tax
unless and until values are actually received through distributions.
Distributions for tax purposes can include amounts received upon surrender or
partial withdrawals. You may also be deemed to have received a distribution for
tax purposes if you assign all or part of your policy rights or change your
policy's ownership.

In general, the owner will be taxed on the amount of distributions that exceed
the premiums paid under the policy. But under certain circumstances within the
first 15 policy years, the owner may be taxed on a distribution even if total
withdrawals do not exceed total premiums paid. Any taxable distribution will be
ordinary income to the owner (rather than capital gains).

We also believe that, except as noted below, loans received under the policy
will be treated as indebtedness of an owner and that no part of any loan will
constitute income to the owner. However, the amount of any outstanding loan that
was not previously considered income (as discussed below) will be treated as if
it had been distributed to the owner if the policy terminates for any reason.

It is possible that, despite our monitoring, a policy might fail to qualify as
life insurance under Section 7702 of the Code. This could happen, for example,
if we inadvertently failed to return to you any premium payments that were in
excess of permitted amounts, or if the Trust failed to meet certain investment
diversification or other requirements of the Code. If this were to occur, you
would be subject to income tax on the income and gains under the policy for the
period of the disqualification and for subsequent periods.

In the past, the United States Treasury Department has stated that it
anticipated issuing guidelines prescribing circumstances in which the ability of
a policy owner to direct his or her investment to particular funds may cause the
policy owner, rather than the insurance company, to be treated as the owner of
the shares of those funds. In that case, any income and gains attributable to
those shares would be included in your current gross income for federal income
tax purposes. Under current law, however, we believe that we, and not the owner
of a policy, would be considered the owner of the fund's shares for tax
purposes.

30
<PAGE>

Tax consequences of ownership or receipt of policy proceeds under federal,
state and local estate, inheritance, gift and other tax laws depend on the
circumstances of each owner or beneficiary.

Because there may be unfavorable tax consequences (including recognition of
taxable income and the loss of income tax-free treatment for any death benefit
payable to the beneficiary), you should consult a qualified tax adviser prior to
changing the policy's ownership or making any assignment of ownership interests.

7-pay premium limit

At the time of policy issuance, we will determine whether the Planned Premium
schedule will exceed the 7-pay limit discussed below. If so, our standard
procedures prohibit issuance of the policy unless you sign a form acknowledging
that fact.

The 7-pay limit is the total of net level premiums that would have been
payable at any time for a comparable fixed policy to be fully "paid-up" after
the payment of 7 equal annual premiums. "Paid-up" means that no further premiums
would be required to continue the coverage in force until maturity, based on
certain prescribed assumptions. If the total premiums paid at any time during
the first 7 policy years exceed the 7-pay limit, the policy will be treated as a
"modified endowment", which can have adverse tax consequences.

The owner will be taxed on distributions and loans from a "modified endowment"
to the extent of any income (gain) to the owner (on an income-first basis). The
distributions and loans affected will be those made on or after, and within the
two year period prior to, the time the policy becomes a modified endowment.
Additionally, a 10% penalty tax may be imposed on taxable portions of such
distributions or loans that are made before the owner attains age 591/2.

Furthermore, any time there is a "material change" in a policy (such as a face
amount increase, the addition of certain other policy benefits after issue, a
change in death benefit option, or reinstatement of a lapsed policy), the policy
will have a new 7-pay limit as if it were a newly-issued policy. If a prescribed
portion of the policy's then account value, plus all other premiums paid within
7 years after the material change, at any time exceed the new 7-pay limit, the
policy will become a modified endowment.

Moreover, if benefits under a policy are reduced (such as a reduction in the
face amount or death benefit or the reduction or cancellation of certain rider
benefits) during the 7 years in which a 7-pay test is being applied, the 7-pay
limit will be recalculated based on the reduced benefits. If the premiums paid
to date are greater than the recalculated 7-pay limit, the policy will become a
modified endowment.

All modified endowments issued by the same insurer (or its affiliates) to the
owner during any calendar year generally will be treated as one contract for the
purpose of applying the modified endowment rules. A policy received in exchange
for a modified endowment will itself also be a modified endowment. You should
consult your tax advisor if you have questions regarding the possible impact of
the 7-pay limit on your policy.

Corporate and H.R. 10 plans

The policy may be acquired in connection with the funding of retirement plans
satisfying the qualification requirements of Section 401 of the Code. If so, the
Code provisions relating to such plans and life insurance benefits thereunder
should be carefully scrutinized. We are not responsible for compliance with the
terms of any such plan or with the requirements of applicable provisions of the
Code.

REPORTS THAT YOU WILL RECEIVE

At least annually, we will send you a statement setting forth the following
information as of the end of the most recent reporting period: the amount of the
death benefit and account value, the portion of the account value in each
investment option, the surrender value, premiums received and charges

31
<PAGE>

deducted from premiums since the last report, and any outstanding policy loan
(and interest charged for the preceding policy year). Moreover, you also will
receive confirmations of premium payments, transfers among investment options,
policy loans, partial withdrawals and certain other policy transactions.

Semiannually we will send you a report containing the financial statements of
the Trust, including a list of securities held in each fund.

VOTING PRIVILEGES THAT YOU WILL HAVE

All of the assets in the subaccounts of the Account are invested in shares of
the corresponding funds of the Trust. We will vote the shares of each of the
funds of the Trust which are deemed attributable to variable life insurance
policies at regular and special meetings of the Trust's shareholders in
accordance with instructions received from owners of such policies. Shares of
the Trust held in the Account which are not attributable to such policies, as
well as shares for which instructions from owners are not received, will be
represented by us at the meeting. We will vote such shares for and against each
matter in the same proportions as the votes based upon the instructions received
from the owners of such policies.

We determine the number of a fund's shares held in a subaccount attributable
to each owner by dividing the amount of a policy's account value held in the
subaccount by the net asset value of one share in the fund. Fractional votes
will be counted. We determine the number of shares as to which the owner may
give instructions as of the record date for the Trust's meeting. Owners of
policies may give instructions regarding the election of the Board of Trustees
of the Trust, ratification of the selection of independent auditors, approval of
Trust investment advisory agreements and other matters requiring a shareholder
vote. We will furnish owners with information and forms to enable owners to give
voting instructions.

However, we may, in certain limited circumstances permitted by the SEC's
rules, disregard voting instructions. If we do disregard voting instructions,
you will receive a summary of that action and the reasons for it in the next
semi-annual report to owners.

CHANGES THAT IPL CAN MAKE AS TO YOUR POLICY

Changes relating to the Trust or the Account

The voting privileges described in this prospectus reflect our 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, we reserve the right to proceed in accordance with any
such revised requirements. We also reserve the right, subject to compliance with
applicable law, including approval of owners if so required, (1) to transfer
assets determined by IPL to be associated with the class of policies to which
your policy belongs from the Account to another separate account or subaccount,
(2) to operate the Account as a "management-type investment company" under the
1940 Act, or in any other form permitted by law, the investment adviser of which
would be IPL, an affiliate or John Hancock, (3) to deregister the Account under
the 1940 Act, (4) to substitute for the fund shares held by a subaccount any
other investment permitted by law, and (5) to take any action necessary to
comply with or obtain any exemptions from the 1940 Act. We would notify owners
of any of the foregoing changes and, to the extent legally required, obtain
approval of owners and any regulatory body prior thereto. Such notice and
approval, however, may not be legally required in all cases.

Other permissible changes

We reserve the right to make any changes in the policy necessary to ensure the
policy is within the definition of life insurance under the Federal tax laws and
is in compliance with any changes in Federal or state tax laws.

32
<PAGE>

In our policies, we reserve the right to make certain changes if they would
serve the best interests of policy owners or would be appropriate in carrying
out the purposes of the policies. Such changes include the following:

. Changes necessary to comply with or obtain or continue exemptions under
the federal securities laws

. Combining or removing investment options

. Changes in the form of organization of any separate account

Any such changes will be made only to the extent permitted by applicable laws
and only in the manner permitted by such laws. When required by law, we will
obtain your approval of the changes and the approval of any appropriate
regulatory authority.

ADJUSTMENTS WE MAKE TO DEATH BENEFITS

If the insured person commits suicide within certain time periods, the amount
of death benefit we pay will be limited as described in the policy. Also, if an
application misstated the age or gender of the insured person, we will adjust
the amount of any death benefit as described in the policy.

WHEN WE PAY POLICY PROCEEDS

General

We will pay any death benefit, withdrawal, surrender value or loan within 7
days after we receive the last required form or request (and, with respect to
the death benefit, any other documentation that may be required). If we don't
have information about the desired manner of payment within 7 days after the
date we receive notification of the insured person's death, we will pay the
proceeds as a single sum, normally within 7 days thereafter.

Delay to challenge coverage

We may challenge the validity of your insurance policy based on any material
misstatements made to us in the application for the policy. We cannot make such
a challenge, however, beyond certain time limits that are specified in the
policy.

Delay for check clearance

We reserve the right to defer payment of that portion of your account value
that is attributable to a premium payment made by check for a reasonable period
of time (not to exceed 15 days) to allow the check to clear the banking system.

Delay of separate account proceeds

We reserve the right to defer payment of any death benefit, loan or other
distribution that is derived from a variable investment option if (a) the New
York Stock Exchange is closed (other than customary weekend and holiday
closings) or trading on the New York Stock Exchange is restricted; (b) an
emergency exists, as a result of which disposal of securities is not reasonably
practicable or it is not reasonably practicable to fairly determine the account
value; or (c) the SEC by order permits the delay for the protection of owners.
Transfers and allocations of account value among the investment options may also
be postponed under these circumstances. If we need to defer calculation of
separate account values for any of the foregoing reasons, all delayed
transactions will be processed at the next values that we do compute.

OTHER DETAILS ABOUT EXERCISING RIGHTS AND PAYING BENEFITS

Joint ownership

If more than one person owns a policy, all owners must join in most requests
to exercise rights under the policy.

Assigning your policy

You may assign your rights in the policy to someone else as collateral for a
loan or for some other reason. Assignments do not require the consent of any
revocable beneficiary. A copy of the assignment must be forwarded to us. We are
not responsible for

33
<PAGE>

any payment we make or any action we take before we receive notice of the
assignment in good order. Nor are we responsible for the validity of the
assignment. An absolute assignment is a change of ownership. All collateral
assignees of record must consent to any full surrender, partial withdrawal or
loan from the policy.

Your beneficiary

You name your beneficiary when you apply for the policy. The beneficiary is
entitled to the proceeds we pay following the insured person's death. You may
change the beneficiary during the insured person's lifetime. Such a change
requires the consent of any irrevocable named beneficiary. A new beneficiary
designation is effective as of the date you sign it, but will not affect any
payments we make before we receive it. If no beneficiary is living when the
insured person dies, we will pay the insurance proceeds to the owner or the
owner's estate.

YEAR 2000 ISSUES

The advent of the Year 2000 presents a technological challenge to IPL. In
close cooperation with John Hancock Mutual Life Insurance Company, its parent,
IPL has developed and is executing a plan to modify or replace significant
portions of IPL's computer information and automated technologies so that its
systems will function properly with respect to dates in the year 2000 and
thereafter. The plan also involves coordination and testing with business
partners to ensure that external factors do not adversely impact IPL's systems.
IPL presently believes that with modifications to existing systems and
conversions to new technologies, the year 2000 will not pose significant
operational problems for its computer systems. However, if certain modifications
and conversions are not made, or are not completed on time, the year 2000 issue
could have an adverse impact on the operations of IPL.

IPL has substantially completed the process of remediating its systems and
expects the compliance testing component of the project to be substantially
complete by June, 1999. This completion target was derived utilizing numerous
assumptions of future events, including availability of certain resources and
other factors. However, there can be no guarantee that this estimate will be
achieved, that these steps will be sufficient or that actual results may not
differ materially from those anticipated. For more information about the impact
of year 2000, please refer to Note 11 of the Notes to Statutory-Basis Financial
Statements of Investors Partner Life Insurance Company included in this
prospectus.

LEGAL MATTERS

The legal validity of the policies described in this prospectus has been
passed on by Ronald J. Bocage, Vice President and Counsel for John Hancock.
Messrs. Freedman, Levy, Kroll & Simonds, Washington, D.C., have advised us on
certain Federal securities law matters in connection with the policies.

REGISTRATION STATEMENT FILED WITH THE SEC

This prospectus omits certain information contained in the Registration
Statement which has been filed with the SEC. More details may be obtained from
the SEC upon payment of the prescribed fee.

ACCOUNTING AND ACTUARIAL EXPERTS

The financial statements of IPL included in this prospectus have been audited
by Ernst & Young LLP, independent auditors, for the periods indicated in their
report thereon which appears elsewhere herein and has been included in reliance
on their report given on their authority as experts in accounting and auditing.
Actuarial matters included in this prospectus have been examined by Randi
Sterrn, F.S.A.,Vice President and Actuary of IPL.

34
<PAGE>

FINANCIAL STATEMENTS OF IPL AND THE ACCOUNT

The financial statements of IPL included herein should be distinguished from
the financial statements of the Account and should be considered only as bearing
upon the ability of IPL to meet its obligations under the policies. This
prospectus contains no financial statements for the Account because it had no
assets and had not commenced operations at the date of this prospectus.

LIST OF DIRECTORS AND EXECUTIVE OFFICERS OF IPL

The Directors and Executive Officers of IPL and their principal occupations
during the past five years are as follows:

<TABLE>
<CAPTION>
Directors Principal Occupations
- --------- ---------------------
<S> <C>
David F. D'Alessandro Chairman of the Board of IPL; President and Chief
Operating Officer, John Hancock Mutual Life Insurance
Company
William A. Black Vice Chairman of the Board, President and Chief
Executive Officer of IPL; President and Chief Executive
Officer of Maritime Life Assurance Company of Halifax,
Nova Scotia
Thomas E. Moloney Director of IPL; Chief Financial Officer, John Hancock
Mutual Life Insurance Company.
Robert R. Reitano Director and Chief Investment Officer of IPL; Vice
President, John Hancock Mutual Life Insurance Company.
Barbara L. Luddy Director and Actuary of IPL; Second Vice President,
John Hancock Mutual Life Insurance Company.
Marylou Gill Fierro Director of IPL; Counsel, John Hancock Mutual Life
Insurance Company; Associate Counsel, John Hancock
Mutual Life Insurance Company
Rose Cahill Vice President of Marketing of IPL; General Director,
John Hancock Mutual Life Insurance Company.
Randi M. Sterrn Vice President of Product Development of IPL; Senior
Associate Actuary, John Hancock Mutual Life Insurance
Company
Laura Arling Vice President of Operations of IPL; Director, John
Hancock Mutual Life Insurance Company; Senior
Consultant, John Hancock Mutual Life Insurance Company.
John F. Bohinski Vice President of Sales of IPL; President, Essex
Brokerage Services, Cincinatti, Ohio
</TABLE>

The business address of all Directors and officers of IPL is John Hancock
Place, Boston, Massachusetts 02117.

35
<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Directors and Policyholders
Investors Partner Life Insurance Company
(formerly John Hancock Life Insurance Company of America)

We have audited the accompanying statutory-basis statements of financial
position of Investors Partner Life Insurance Company as of December 31, 1998 and
1997, and the related statutory-basis statements of operations and changes in
stockholder's equity and 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.

As described in Note 2 to the financial statements, the Company presents its
financial statements in conformity with accounting practices prescribed or
permitted by the State of Delaware Insurance Department, which practices differ
from generally accepted accounting principles. The variances between such
practices and generally accepted accounting principles also are described in
Note 2. The effects on the financial statements of these variances are not
reasonably determinable but are presumed to be material.

In our opinion, because of the effects of the matter described in the preceding
paragraph, the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of Investors Partner Life Insurance Company at December 31, 1998 and 1997, or
the results of its operations or its cash flows for the years then ended.

Also, in our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Investors Partner Life
Insurance Company at December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting practices prescribed or permitted by the State of Delaware Insurance
Department.

ERNST & YOUNG LLP

Boston, Massachusetts
February 19, 1999

36
<PAGE>

INVESTORS PARTNER LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
December 31
---------------
1998 1997
------- ---------
(In millions)
<S> <C> <C>
ASSETS
Bonds--Note 6 . . . . . . . . . . . . . . . . . . . . . . $327.6 $335.7
Preferred stocks . . . . . . . . . . . . . . . . . . . . . 2.6 0.6
Common stocks . . . . . . . . . . . . . . . . . . . . . . 0.2 0.2
Investment in affiliate . . . . . . . . . . . . . . . . . 0.7 0.8
Mortgage loans--Note 6 . . . . . . . . . . . . . . . . . . 104.0 104.4
Policy loans . . . . . . . . . . . . . . . . . . . . . . . 114.7 115.0
Cash items:
Cash in banks . . . . . . . . . . . . . . . . . . . . . 6.0 3.5
Temporary cash investments . . . . . . . . . . . . . . . 18.1 11.9
------ ------
24.1 15.4
Investment income due and accrued . . . . . . . . . . . . 11.0 9.3
Other assets . . . . . . . . . . . . . . . . . . . . . . . 2.9 0.2
------ ------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . $587.8 $581.6
====== ======
OBLIGATIONS AND STOCKHOLDER'S EQUITY
OBLIGATIONS
Policy reserves . . . . . . . . . . . . . . . . . . . . $499.5 $507.1
Payable to affiliates--Note 5 . . . . . . . . . . . . . 1.4 0.3
Federal income and other accrued taxes--Note 2 . . . . . 2.3 1.3
Other obligations . . . . . . . . . . . . . . . . . . . 8.9 0.8
Asset valuation reserve--Note 2 . . . . . . . . . . . . 5.4 6.8
------ ------
TOTAL OBLIGATIONS . . . . . . . . . . . . . . . . . . . . 517.5 516.3
STOCKHOLDER'S EQUITY
Common stock, $100 par value; authorized and outstanding
20,000 shares . . . . . . . . . . . . . . . . . . . . 2.0 2.0
Paid-in capital . . . . . . . . . . . . . . . . . . . . 77.2 77.2
Unassigned deficit . . . . . . . . . . . . . . . . . . . (8.9) (13.9)
------ ------
TOTAL STOCKHOLDER'S EQUITY . . . . . . . . . . . . . . . . 70.3 65.3
------ ------
TOTAL OBLIGATIONS AND STOCKHOLDER'S EQUITY . . . . . . . . $587.8 $581.6
====== ======
</TABLE>

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

37
<PAGE>

INVESTORS PARTNER LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF OPERATIONS AND CHANGES IN STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
Year ended December 31
-----------------------
1998 1997
----------- -------------
(In millions)
<S> <C> <C>
INCOME
Premiums . . . . . . . . . . . . . . . . . . . . $ 0.1 $ 0.1
Net investment income--Note 3 . . . . . . . . . 38.9 37.7
Other, net . . . . . . . . . . . . . . . . . . . (0.2) (0.4)
------ ------
38.8 37.4
BENEFITS AND EXPENSES
Payments to policyholders and beneficiaries . . 35.6 44.2
Deductions from reserves to provide for future
payments to policyholders and beneficiaries . (7.6) (18.5)
Expenses of providing service to policyholders . 4.3 0.8
State and miscellaneous taxes . . . . . . . . . 0.3 0.2
------ ------
32.6 26.7
------ ------
GAIN FROM OPERATIONS BEFORE FEDERAL INCOME
TAXES AND NET REALIZED CAPITAL GAINS . . . . 6.2 10.7
Federal income taxes--Note 2 . . . . . . . . . . . 2.4 2.4
------ ------
GAIN FROM OPERATIONS BEFORE NET REALIZED
CAPITAL GAINS . . . . . . . . . . . . . . . 3.8 8.3
Net realized capital gains--Note 4 . . . . . . . . 0.0 0.7
------ ------
NET INCOME . . . . . . . . . . . . . . . . . 3.8 9.0
Unassigned deficit at beginning of year . . . . . (13.9) (23.6)
Net unrealized capital gains (losses) and other
adjustments--Note 4 . . . . . . . . . . . . . . . 1.2 (0.2)
Valuation reserve changes--Note 2 . . . . . . . . 0.0 0.2
Other surplus adjustment . . . . . . . . . . . . . 0.0 0.7
------ ------
UNASSIGNED DEFICIT AT END OF YEAR . . . . . . . . $ (8.9) $(13.9)
====== ======
</TABLE>

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

38
<PAGE>

INVESTORS PARTNER LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year ended December 31
-----------------------
1998 1997
----------- ------------
(In millions)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Insurance premiums . . . . . . . . . . . . . . . $ 0.1 $ 0.1
Net investment income . . . . . . . . . . . . . . 37.7 38.7
Benefits to policyholders and beneficiaries . . . (35.2) (45.6)
Insurance expenses and taxes . . . . . . . . . . (4.3) (1.0)
Other, net . . . . . . . . . . . . . . . . . . . (0.9) (3.4)
------- ------
NET CASH USED IN OPERATIONS . . . . . . . . . (2.6) (11.2)
------- ------
CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES:
Bond purchases . . . . . . . . . . . . . . . . . (141.9) (91.7)
Bond sales . . . . . . . . . . . . . . . . . . . 82.9 51.9
Bond maturities and scheduled redemptions . . . . 45.2 33.3
Bond prepayments . . . . . . . . . . . . . . . . 22.3 23.2
Stock purchases . . . . . . . . . . . . . . . . . (2.0) (5.2)
Proceeds from stock sales . . . . . . . . . . . . 0.0 6.6
Mortgage loans issued . . . . . . . . . . . . . . (17.4) (19.6)
Mortgage loan repayments . . . . . . . . . . . . 18.5 9.5
Other, net . . . . . . . . . . . . . . . . . . . 3.7 2.8
------- ------
NET CASH PROVIDED FROM INVESTING ACTIVITIES . 11.3 10.8
------- ------
INCREASE (DECREASE) IN CASH AND TEMPORARY CASH
INVESTMENTS. . . . . . . . . . . . . . . . . . . . 8.7 (0.4)
Cash and temporary cash investments at beginning of
year . . . . . . . . . . . . . . . . . . . . . . . 15.4 15.8
------- ------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR $ 24.1 $ 15.4
======= ======
</TABLE>

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

39
<PAGE>

INVESTORS PARTNER LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

NOTE 1--ORGANIZATION

Investors Partner Life Insurance Company (the Company) is a Delaware insurance
company and is a wholly-owned subsidiary of John Hancock Variable Life Insurance
Company (JHVLICo) which, in turn, is a wholly-owned subsidiary of John Hancock
Mutual Life Insurance Company (John Hancock). The name of the Company was
changed from John Hancock Life Insurance Company of America to Investors Partner
Life Insurance Company on March 5, 1998.

The Company's principal business is single premium whole life insurance, which
it acquired through reinsurance agreements with Charter National Life Insurance
Company (Charter National) on June 23, 1993. The Company currently writes no new
business.

The preparation of financial statements 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.

NOTE 2--ACCOUNTING PRACTICES

The financial statements have been prepared using accounting practices
prescribed or permitted by the Delaware Insurance Department and in conformity
with the practices of the National Association of Insurance Commissioners
(NAIC), which practices differ from generally accepted accounting principles
(GAAP).

The significant differences from GAAP include: (1) policy reserves are based on
statutory mortality, morbidity, and interest requirements without consideration
of withdrawals and Company experience; (2) certain assets designated as
"nonadmitted assets" are excluded from the balance sheet by direct charges to
surplus; (3) reinsurance recoverables are netted against reserves and claim
liabilities rather than reflected as an asset; (4) bonds held as available for
sale are recorded at amortized cost or market value as determined by the NAIC
with changes in value being recorded directly to unassigned deficit rather than
at fair value; (5) an Asset Valuation Reserve and Interest Maintenance Reserve
as prescribed by the NAIC are not calculated under GAAP. Under GAAP realized
capital gains and losses are reported in the income statement on a pretax basis
as incurred and investment valuation allowances are provided when there has been
a decline in value deemed other than temporary; (6) no provision is made for the
deferred income tax effects of temporary differences between book and tax basis
reporting; and (7) an asset representing the present value of estimated future
profits related to insurance business acquired that is amortized over the life
of the underlying policies is not established. The effects of the foregoing
variances from GAAP have not been determined, but are presumed to be material.

The significant accounting practices of the Company are as follows:

Pending Statutory Standards: During March 1998, the NAIC adopted the
codification of statutory accounting practices, which is effective in 2001.
Codification will likely change, to some extent, prescribed statutory accounting
practices and may result in changes to the accounting practices that the Company
uses to prepare its statutory-basis financial statements. Codification will
require adoption by the various states before it becomes the prescribed
statutory basis of accounting for insurance companies domesticated within those
states. Accordingly, before codification becomes effective for the Company, the
Delaware Insurance Department must adopt codification as the prescribed basis of
accounting on which domestic insurers must report their statutory-basis results
to the Delaware Insurance Department. The impact of any such changes on the
Company's unassigned deficit is not expected to be material.

Revenues and Expenses: Premium revenues are recognized over the premium-paying
period of the policies whereas expenses are charged to operations as incurred.

40
<PAGE>

INVESTORS PARTNER LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 2--ACCOUNTING PRACTICES--CONTINUED

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: Investments are carried at amounts determined on the
following bases:

Bond and stock values are carried as prescribed by the NAIC; bonds generally
at amortized cost, preferred stocks generally at cost and common stocks at
fair value. The discount or premium on bonds is amortized using the interest
method.

Investments in affiliates are included on the statutory equity method.

Loan-backed bonds and structured securities are valued at amortized cost using
the interest method including anticipated prepayments. Prepayment assumptions
are obtained from broker dealer surveys or internal estimates and are based on
the current interest rate and economic environment. The retrospective
adjustment method is used to value all such securities except for
interest-only securities, which are valued using the prospective method.

The net interest effect of interest rate swap transactions is recorded as an
adjustment of interest income as incurred. The initial cost of interest rate
cap agreements is amortized to net investment income over the life of the
related agreement. 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.

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

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

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 of bonds and mortgage loans.
Changes to the AVR are charged or credited directly to the unassigned deficit.

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, 1998, the IMR, net of 1998 amortization of $(0.1) million, amounted to $1.3
million. The corresponding 1997 amounts were $(0.3) million and $0.0 million,
respectively.

Fair Value Disclosure 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 certain
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. See Note 10.

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.

41
<PAGE>

INVESTORS PARTNER LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 2--ACCOUNTING PRACTICES--CONTINUED

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

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

Fair values for futures contracts are based on quoted market prices. Fair
values for interest rate swap and cap agreements are based on current
settlement values. The current settlement values are based on brokerage quotes
that utilize pricing models or formulas using current assumptions.

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, 1998.

Capital Gains and Losses: Realized capital gains and losses are determined using
the specific identification method. 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 unassigned deficit.

Policy Reserves: Reserves for universal life insurance policies are maintained
at the greater of the cash surrender value or the reserve using the 1958 and
1980 Commissioner's Standard Ordinary mortality tables, with assumed interest
rates ranging from4 1/2% to 6% using principally the net level premium method.

Federal Income Taxes: Subsequent to its acquisition by JHVLICo during 1993, the
Company can not be included as part of the consolidated return of John Hancock
for five years. Accordingly, the Company files a separate return and federal
income taxes are provided in the financial statements based on amounts
determined to be payable as a result of operations since the date of
acquisition. Income before taxes differs from taxable income principally due to
differences in policy reserves for tax return and financial statement purposes
and capitalization of policy acquisition expenses for tax purposes. The Company
made federal tax payments of $2.3 million in 1998 and $3.5 million in 1997.

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.

NOTE 3--NET INVESTMENT INCOME

Investment income has been reduced by investment expenses totaling $1.3 million
and $1.4 million during 1998 and 1997, respectively.

42
<PAGE>

INVESTORS PARTNER LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 4--NET REALIZED CAPITAL GAINS (LOSSES) AND OTHER ADJUSTMENTS

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

<TABLE>
<CAPTION>
1998 1997
------ --------
(In millions)
<S> <C> <C>
Net gains from asset sales . . . . . . . . . . . . . . . . . $ 1.9 $ 2.1
Capital gains tax . . . . . . . . . . . . . . . . . . . . . (0.7) (0.9)
Net capital gains transferred to IMR . . . . . . . . . . . . (1.2) (0.5)
----- -----
Net Realized Capital Gains . . . . . . . . . . . . . . . . $ 0.0 $ 0.7
===== =====
</TABLE>

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

<TABLE>
<CAPTION>
1998 1997
------ --------
(In millions)
<S> <C> <C>
Net losses from changes in security values and book value
adjustments . . . . . . . . . . . . . . . . . . . . . . . . $(0.2) $(0.4)
Decrease in asset valuation reserve . . . . . . . . . . . . 1.4 0.2
----- -----
Net Unrealized Capital Gains (Losses) and Other Adjustments $ 1.2 $(0.2)
===== =====
</TABLE>

NOTE 5--TRANSACTIONS WITH PARENT

John Hancock provides the Company with personnel, property and facilities in
carrying out certain of its corporate functions. John Hancock annually
determines a fee for these services and facilities based on a number of
criteria. In 1998 and 1997, these costs aggregated approximately $5.1 million
and $1.9 million, respectively.

NOTE 6--INVESTMENTS

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

<TABLE>
<CAPTION> Gross Gross
Statement Unrealized Unrealized Fair
December 31, 1998 Value Gains Losses Value
----------------- --------- ---------- ----------- --------
(In millions)

<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies . . . $ 10.5 $ 0.8 $0.0 $ 11.3
Debt securities issued by foreign
governments . . . . . . . . . . 1.8 0.1 0.0 1.9
Corporate securities . . . . . . 255.6 7.6 1.5 261.7
Mortgage-backed securities . . . 59.7 1.5 0.0 61.2
------ ----- ---- ------
Total bonds . . . . . . . . . $327.6 $10.0 $1.5 $336.1
====== ===== ==== ======
</TABLE>

<TABLE>
<CAPTION>
December 31, 1997
-----------------
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of
U.S. government corporations and agencies $ 16.1 $0.7 $0.0 $ 16.8
Debt securities issued by foreign
governments . . . . . . . . . . . . . . . 1.8 0.1 0.0 1.9
Corporate securities . . . . . . . . . . . 268.1 6.6 1.2 273.5
Mortgage-backed securities . . . . . . . . 49.7 1.0 0.1 50.6
------ ---- ---- ------
Total bonds . . . . . . . . . . . . . . $335.7 $8.4 $1.3 $342.8
====== ==== ==== ======
</TABLE>

43
<PAGE>

INVESTORS PARTNER LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 6--INVESTMENTS--CONTINUED

The carrying value and fair value of bonds at December 31, 1998, 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 Fair
Value Value
--------- --------
(In millions)
<S> <C> <C>
Due in one year or less . . . . . . . . . . . . . . . . . $ 35.9 $ 36.3
Due after one year through five years . . . . . . . . . . 132.1 135.5
Due after five years through ten years . . . . . . . . . 79.0 80.9
Due after ten years . . . . . . . . . . . . . . . . . . . 20.9 22.2
------ ------
267.9 274.9
Mortgage-backed securities . . . . . . . . . . . . . . . 59.7 61.2
------ ------
$327.6 $336.1
====== ======
</TABLE>

Gross gains of $1.1 million in 1998 and $1.1 million in 1997 and gross losses of
$0.7 million in 1998 and $0.3 million in 1997 were realized from the sale of
bonds.

At December 31, 1998, bonds with an admitted asset value of $7.4 million were on
deposit with state insurance departments to satisfy regulatory requirements.

The cost of common stocks was $0.2 million and $0.2 million at December 31, 1998
and 1997, respectively. At December 31, 1998, gross unrealized appreciation on
common stocks totaled $0.0 million, and gross unrealized depreciation totaled
$0.0 million. The fair value of preferred stock totaled $2.6 million at December
31, 1998 and $0.6 million at December 31, 1997.

At December 31, 1998 the mortgage 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>
Property Statement Geographic Statement
Type Value Concentration Value
-------- ------------- ------------- ---------------
(In millions) (In millions)
<S> <C> <C> <C>
Apartments . . . . . . $ 54.1 East North Central . $ 1.6
Hotels . . . . . . . . 2.3 Middle Atlantic . . . 6.4
Industrial . . . . . . 14.7 Mountain . . . . . . 11.9
Office buildings . . . 8.0 New England . . . . . 31.0
Retail . . . . . . . . 10.6 Pacific . . . . . . . 8.4
Agricultural . . . . . 8.9 South Atlantic . . . 29.8
Other . . . . . . . . 5.4 West North Central . 0.5
West South Central . 14.4
------ ------
$104.0 $104.0
====== ======
</TABLE>

At December 31, 1998, the fair value of the mortgage loan portfolio was
approximately $108.9 million. The corresponding amount as of December 31, 1997
was approximately $108.5 million.

44
<PAGE>

INVESTORS PARTNER LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 6--INVESTMENTS--CONTINUED

The maximum and minimum lending rates for mortgage loans during 1998 were 9.18%
and 6.82% for agricultural loans and 8.00% and 6.90% for other properties.
Generally, the maximum percentage of any loan to the value of security at the
time of the loan, exclusive of insured, guaranteed or purchase money mortgages,
is 75%. For city mortgages, fire insurance is carried on all commercial and
residential properties at least equal to the excess of the loan over the maximum
loan which would be permitted by law on the land without the building, except as
permitted by regulations of the Federal Housing Commission on loans fully
insured under the provisions of the National Housing Act. For agricultural
mortgage loans, fire insurance is not normally required on land based loans
except in those instances where a building is critical to the farming operation.
Fire insurance is required on all agri-business facilities in an aggregate
amount equal to the loan balance.

NOTE 7--REINSURANCE

The Company assumed specific blocks of single premium whole life insurance
through a 100% coinsurance agreement with Charter National. Subject to the
receipt of all necessary regulatory approvals, the Company is in the process of
converting its coinsurance agreements covering all ceded and assumed blocks of
business into assumption reinsurance agreements.

Premiums, benefits, and reserves associated with reinsurance assumed in 1998
were $0.0 million, $0.5 million and $29.6 million, respectively. The
corresponding amounts in 1997 were $0.0 million, $1.8 million, and $38.6
million, respectively.

Premiums, benefits and reserves ceded to reinsurers in 1998 were $0.0 million,
$0.0 million and $3.2 million, respectively. The corresponding amounts in 1997
were $0.0 million, $0.2 million and $4.0 million, respectively.

Reinsurance ceded contracts do not relieve the Company from its obligations to
policyholders. The Company remains liable to its policyholders for the portion
reinsured to the extent that any reinsurer does not meet its obligations for
reinsurance ceded to it under the reinsurance agreements. Failure of the
reinsurers to honor their obligations could result in losses to the Company;
consequently, estimates are established for amounts deemed or estimated to be
uncollectible. To minimize its exposure to significant losses from reinsurance
insolvencies, the Company evaluates the financial condition of its reinsurers
and monitors concentration of credit risk arising from similar characteristics
of the reinsurer.

Neither the Company, nor any of its related parties, control, either directly or
indirectly, any external reinsurers with which the Company conducts business. No
policies issued by the Company have been reinsured with a foreign company which
is controlled, either directly or indirectly, by a party not primarily engaged
in the business of insurance.

The Company has not entered into any reinsurance agreements in which the
reinsurer may unilaterally cancel any reinsurance for reasons other than
nonpayment of premiums or other similar credits. The Company does not have any
reinsurance agreements in effect in which the amount of losses paid or accrued
through December 31, 1998 would result in a payment to the reinsurer of amounts
which, in the aggregate and allowing for offset of mutual credits from other
reinsurance agreements with the same reinsurer, exceed the total direct premiums
collected under the reinsured policies.

45
<PAGE>

INVESTORS PARTNER LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 8--FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The notional amounts, carrying values and estimated fair values of the Company's
derivative instruments are as follows at December 31:

<TABLE>
<CAPTION>
Assets (Liabilities)
Number of Contracts/ ---------------------------------------
Notional Amounts 1998 1997
--------------------- --------------------- ---------------
Carrying Fair Carrying Fair
1998 1997 Value Value Value Value
---------- ---------- ----------- --------- -------- --------
($ In millions)
<S> <C> <C> <C> <C> <C> <C>
Futures contracts to
sell securities . . 17 -- $0.0 $ 0.0 $0.0 $ 0.0
Futures contracts to
acquire securities . 6 -- 0.0 0.0 0.0 0.0
Interest rate swap
agreements . . . . . $30.0 $60.0 -- (0.6) -- (0.3)
Interest rate cap
agreements . . . . . 5.0 5.0 0.0 0.0 0.1 0.1
</TABLE>

The futures contracts expire in 1999. The interest rate swap agreements expire
in 2000. The interest rate cap agreements expire in 2006 to 2007.

The Company uses futures contracts, interest rate swap, and cap agreements for
other than trading purposes to hedge and manage its exposure to changes in
interest rate levels, foreign exchange rate fluctuations and to manage duration
mismatch of assets and liabilities.

The Company's exposure to credit risk is the risk of loss from a counterparty
failing to perform to the terms of the contract. The Company continually
monitors its position and the credit ratings of the counterparties to these
derivative instruments. To limit exposure associated with counterparty
nonperformance on interest rate swap agreements, the Company enters into master
netting agreements with its counterparties. The Company believes the risk of
incurring losses due to nonperformance by its counterparties is remote and that
such losses, if any, would be immaterial. Futures contracts trade on organized
exchanges and, therefore, have minimal credit risk.

NOTE 9--COMMITMENTS

The Company has extended commitments to purchase long-term bonds and issue real
estate mortgages totaling $1.0 million and $0.2 million, respectively, at
December 31, 1998. The Company monitors the creditworthiness of borrowers under
long-term bond commitments and requires collateral as deemed necessary. If
funded, loans related to real estate mortgages would be fully collateralized by
the related properties. The estimated fair value of the commitments described
above is $1.3 million at December 31, 1998. The majority of these commitments
expire in 1999.

46
<PAGE>

INVESTORS PARTNER LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 10--FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and fair values of the
Company's financial instruments:

<TABLE>
<CAPTION>
December 31
-----------------------------------
1998 1997
---------------- ----------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- ------- -------- ---------
(In millions)
<S> <C> <C> <C> <C>
Assets
Bonds--Note 6 . . . . . . . . . . . $327.6 $336.1 $335.7 $342.8
Preferred stocks--Note 6 . . . . . . 2.6 2.6 0.6 0.6
Common stocks--Note 6 . . . . . . . 0.2 0.2 0.2 0.2
Mortgage loans on real estate--Note 6 104.0 108.9 104.4 108.5
Policy loans--Note 2 . . . . . . . . 114.7 114.7 115.0 115.0
Cash and cash equivalents--Note 2 . 24.1 24.1 15.4 15.4
Derivatives liabilities relating
to:--Note 8
Futures contracts . . . . . . . . . 0.0 0.0 -- --
Interest rate swaps . . . . . . . . -- (0.6) -- (0.3)
Interest rate caps . . . . . . . . . 0.0 0.0 0.1 0.1
Liabilities
Commitments--Note 9 . . . . . . . . -- 1.3 -- 6.0
</TABLE>

The carrying amounts in the table are included in the statements of
statutory-basis financial position. The methods and assumptions utilized by the
Company in estimating its fair value disclosures are described in Note 2.

NOTE 11--IMPACT OF YEAR 2000 (UNAUDITED)

The Company relies on John Hancock, its ultimate parent company, for information
processing services. John Hancock is executing its plan to address the impact of
the Year 2000 issues that result from computer programs being written using two
digits to reflect the year rather than four to define the applicable year and
century. Historically, the first two digits were hardcoded to save memory. Many
of John Hancock's computer programs that have date-sensitive software, including
those relied upon by the Company, may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in an information technology
(IT) system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices or engage in similar normal business activities. In addition,
non-IT systems including, but not limited to, security alarms, elevators and
telephones are subject to malfunction due to their dependence on embedded
technology such as microcontrollers for proper operation. As described, the Year
2000 project presents a number of challenges for financial institutions since
the correction of Year 2000 issues in IT and non-IT systems will be complex and
costly for the entire industry.

John Hancock began to address the Year 2000 project as early as 1994. John
Hancock's plan to address the Year 2000 Project includes an awareness campaign,
an assessment period, a renovation stage, validation work and an implementation
of Company solutions.

The continuous awareness campaign serves several purposes: defining the problem,
gaining executive level support and sponsorship, establishing a team and overall
strategy, and assessing existing information system management resources.
Additionally, the awareness campaign establishes an education process to ensure
that all employees are aware of the Year 2000 issue and knowledgeable of their
role in securing solutions.

47
<PAGE>

INVESTORS PARTNER LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 11--IMPACT OF YEAR 2000 (UNAUDITED)--CONTINUED

The assessment phase, which was completed for both IT and non-IT systems as of
April 1998, included the identification, inventory, analysis, and prioritization
of IT and non-IT systems and processes to determine their conversion or
replacement.

The renovation stage reflects the conversion, validation, replacement, or
elimination of selected platforms, applications, databases and utilities,
including the modification of applicable interfaces. Additionally, the
renovation stage includes performance, functionality, and regression testing and
implementation. As of December 31, 1998, the renovation phase was substantially
complete for computer applications, systems and desktops. For all remaining
components, the renovation phase is underway and will be complete before the end
of the second quarter of 1999.

The validation phase consists of the compliance testing of renovated systems.
The validation phase is expected to be complete by mid 1999, after renovation is
accomplished. Testing facilities will be used through the remainder of 1999 to
perform special functional testing. Special functional testing includes testing,
as required, with material third parties and industry groups and performing
reviews of "dry runs" of year-end activities. Scheduled testing of material
relationships with third parties, including those impacting the Company, is
underway. It is anticipated that testing with material business partners will
continue through much of 1999.

Finally, the implementation phase involves the actual implementation of
converted or replaced platforms, applications, databases, utilities, interfaces,
and contingency planning. Implementation is being performed concurrently during
the renovation phase and is expected to be completed before the end of the
second quarter of 1999.

The costs of the Year 2000 project consist of internal IT personnel and external
costs such as consultants, programmers, replacement software, and hardware. The
costs of the Year 2000 project are expensed as incurred. The project is funded
partially through a reallocation of resources from discretionary projects.
Through December 31, 1998, John Hancock has incurred and expensed approximately
$9.8 million in related payroll costs for its internal IT personnel on the
project. The estimated range of remaining internal IT personnel costs of the
project is approximately $8 to $9 million. Through December 31, 1998, John
Hancock has incurred and expensed approximately $36.4 million in external costs
for the project. The estimated range of remaining external costs of the project
is approximately $35 to $36 million. The total costs of the Year 2000 project to
John Hancock, based on management's best estimates, include approximately $18
million in internal IT personnel, $7.4 million in the external modification of
software, $34.2 million for external solution providers $19.4 million in
replacement costs of non-compliant IT systems and $12.6 million in oversight,
test facilities and other expenses. Accordingly, the estimated range of total
costs of the Year 2000 project to John Hancock, internal and external, is
approximately $90 to $95 million. However, there can be no guarantee that these
estimates will be achieved and actual results could materially differ from those
plans. Specific factors that might cause such material differences include, but
are not limited to, the availability and cost of personnel trained in this area,
the ability to locate and correct all relevant computer codes, and similar
uncertainties.

48
<PAGE>

INVESTORS PARTNER LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 11--IMPACT OF YEAR 2000 (UNAUDITED)--CONTINUED

John Hancock's total Year 2000 project costs include the estimated impact of
external solution providers and are based on presently available information.
However, there is no guarantee that the systems of other companies that John
Hancock's systems rely on will be timely converted, or that a failure to convert
by another company, or a conversion that is incompatible with John Hancock's
systems, including those upon which the Company relies, would not have material
adverse effect on John Hancock or the Company. It is documented in trade
publications that companies in foreign countries are not acting as intensively
as domestic companies to remediate Year 2000 issues. Accordingly, it is expected
that Company facilities based outside the United States face higher degrees of
risks from data exchanges with material business partners. In addition, the
Company has numerous customers that hold products of the Company. Nearly all
products sold by the Company contain date sensitive data, examples of which are
policy expiration dates, birth dates and premium payment dates. Finally, the
regulated nature of the Company's industry exposes it to potential supervisory
or enforcement actions relating to Year 2000 issues.

John Hancock's contingency planning initiative related to the Year 2000 project
is underway. The plan is addressing John Hancock's readiness as well as that of
material business partners on whom John Hancock and the Company depend. John
Hancock's contingency plans are being designed to keep each subsidiary's
operations functioning in the event of a failure or delay due to the Year 2000
record format and date calculation changes. Contingency plans are being
constructed based on the foundation of extensive business resumption plans that
John Hancock has maintained and updated periodically, which outline responses to
situations that may affect critical business functions. These plans also provide
emergency operations guidance, which defines a documented order of actions to
respond to problems. These extensive business resumption plans are being
enhanced to cover Year 2000 situations.

49
<PAGE>

ALPHABETICAL INDEX OF KEY WORDS AND PHRASES

This index should help you locate more information about many of the important
concepts in this prospectus.

KEY WORD OR PHRASE PAGE KEY WORD OR PHRASE PAGE

<S> <C> <C> <C>
Account................................. 24 monthly deduction date........................... 26
account value........................... 7 mortality and expense risk charge................ 8
attained age ........................... 8 Option A; Option B............................... 13
beneficiary............................. 34 optional benefits................................ 8
business day ........................... 24 owner............................................ 4
changing Option A or B ................. 28 partial withdrawal............................... 11
changing the face amount................ 13 partial withdrawal charge........................ 9
charges................................. 7 payment options.................................. 15
Code ................................... 30 Planned Premium.................................. 5
cost of insurance rates................. 8 policy anniversary............................... 26
date of issue........................... 26 policy year...................................... 26
death benefit........................... 4 premium; premium payment......................... 4
deductions ............................. 7 prospectus....................................... 2
dollar cost averaging................... 11 rebalancing...................................... 11
expenses of the Trust................... 9 receive; receipt................................. 16
face amount............................. 13 reinstate; reinstatement......................... 6
fixed investment option ................ 7 sales and administrative charges................. 7
full surrender ......................... 11 SEC.............................................. 2
fund ................................... 2 Separate Account IPL-1........................... 24
grace period ........................... 6 Servicing Office................................. 1
guaranteed death benefit feature ....... 6 special loan account............................. 12
Guaranteed Death Benefit Premium ....... 6 subaccount....................................... 24
insurance charge ....................... 8 surrender........................................ 11
insured person ......................... 4 surrender charge................................. 8
investment options ..................... 1 surrender value.................................. 11
IPL..................................... 24 Target Premium................................... 8
John Hancock Variable Series Trust ..... 2 tax considerations............................... 30
lapse................................... 6 telephone transfers.............................. 17
loan ................................... 12 transfers of account value....................... 10
loan interest........................... 12 variable investment options...................... 1
maximum premiums ....................... 5 we; us........................................... 24
Minimum First Premium................... 25 withdrawal....................................... 11
minimum insurance amount................ 13 withdrawal charges............................... 9
minimum premiums ....................... 5 you; your........................................ 4
modified endowment contract............. 31
</TABLE>

<PAGE>

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that Section.

REPRESENTATION OF REASONABLENESS

Investors Partner Life Insurance Company represents that the fees and
charges deducted under the Policies, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by the insurance company.

<PAGE>

UNDERTAKING REGARDING INDEMNIFICATION

Pursuant to Article VI of Investors Partner's Bylaws and Title 8,
Subchapter IV, Section 145 of the Delaware Corporation Law, Investors Partner
indemnifies each director, former director, officer, and former officer, and his
or her heirs and legal representatives from liability incurred or imposed in
connection with any legal action in which he or she may be involved by reason of
any alleged act or omission as an officer or a director of Investors Partner.
Insofar as indemnification for liability arising under the Securities Act of
1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

CONTENTS OF REGISTRATION STATEMENT

This registration statement comprises the following papers and documents:

The facing sheet.
Cross-Reference Table.
The prospectus consisting of 50 pages.
The undertaking to file reports.
The undertaking regarding indemnification.
Written consents (filed herewith).
The signatures.
The following exhibits:

1. A (1) Investors Partner Life Insurance Company Board
Resolution establishing the separate account included in
the initial filing of this registration statement filed
on January 28, 1999.

(2) Not applicable.
(3) Distributing Contracts
(a) Principal Underwriting Agreement (filed herewith).
(b) Form of Selling Agreement between John Hancock Funds
Inc. and selling broker-dealers (filed herewith).
(c) Schedule of Sales Commissions (filed herewith).
(4) Not applicable.
(5) Form of Flexible Premium Variable Life Insurance Policy
(filed herewith).

<PAGE>

(6) (a) Charter of Investors Partner Life Insurance Company
(filed herewith).
(b) By-laws of Investors Partner Life Insurance Company
included in the initial filing of this registration
statement filed on January 28, 1999.
(7) Not Applicable.
(8) Not Applicable.
(9) Not Applicable.
(10) Form of Application for Flexible Premium Variable Life
Insurance Policies (filed herewith).

2. Not Applicable.

3. An opinion of counsel as to the legality of the securities being
offered. (filed herewith).

4. Not Applicable.

5. Not Applicable.

6. Opinion and consent of actuary (filed herewith).

7. Consent of independent auditors (filed herewith).

8. Memorandum describing Investors Partner's transfer, pricing and
redemption procedures pursuant to Rule 6e-3(T)(b)(12)(iii) (filed
herewith).

9. Power of Attorney (to be filed by amendment).

10. Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned thereunto duly authorized, and its seal to be hereunto
affixed and attested, all in the city of Boston, and the Commonwealth of
Massachusetts, on the 28th day of January, 1999.

<S> <C> <C>
Signature Title Date
- --------- ----- ----

/David F. D'Alessandro/ Chairman of the Board June 9, 1999
- -----------------------
David F. D'Alessandro (Principal Executive Officer)

/Thomas E. Moloney/ Director and Chief Financial Officer June 9, 1999
- -----------------------
Thomas E. Moloney (Principal Financial Officer)

<PAGE>

Signature Title Date
- --------- ----- ----

/Barbara L. Luddy/ Director and Actuary June 9, 1999
- -------------------------
Barbara L. Luddy (Principal Accounting Officer)

/William F. Black/ Vice Chairman of the Board June 9, 1999
- --------------------------
William F. Black

/Robert R. Reitano/ Director and June 9, 1999
- --------------------------
Robert R. Reitano Chief Investment Officer

/Marylou Gill Fierro/ Director June 9, 1999
- ---------------------
Marylou Gill Fierro
</TABLE>

MARKETING AND DISTRIBUTION AGEEMENT BETWEEN
INVESTORS PARTNER LIFE INSURANCE COMPANY AND
JOHN HANCOCK FUNDS, INC.

AGREEMENT made this _____ day of ________________, 1999 by and among
John Hancock Funds, Inc., a Delaware corporation ("JHFI"), Investors Partner
Life Insurance Company, a Delaware corporation, Investors Partner Life Insurance
Company of New York, Inc., a New York corporation (which together with Investors
Partner Life Insurance Company shall be hereinafter referred to as "IPL"), and
IPL on behalf of its existing and future separate accounts registered under the
Investment Company Act of 1940 ("1940 Act"), including Separate Account IPL-1 of
Investors Partner Life Insurance Company (hereinafter collectively referred to
as the "Separate Account"). This Agreement establishes the relationship among
the parties for the marketing and distribution of variable life insurance
contracts ("Contracts") to be issued by IPL.

WHEREAS IPL is or will be engaged in the issuance of variable life
insurance contracts in accordance with both Federal and state securities laws
and with the insurance laws of the states in which the contracts have been
qualified for sale; and

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

WHEREAS IPL desires to have JHFI act as principal underwriter and
distributor of certain variable life insurance contracts issued or to be issued
by IPL, as specified on Appendix A hereto, and to assume responsibility for all
of the securities activities of each "associated person" (as that term is
defined in Section 3(a)(18) of the 1934 Act) of JHFI and engaged directly or
indirectly in the sale of the contracts; and

WHEREAS IPL desires to retain JHFI as principal distributor for
distribution and marketing of the Contracts and JHFI desires to provide such
services;

NOW, THEREFORE, the parties agree as follows:

1 Authorization

(a) IPL, as issuer of the Contracts under the state insurance laws, hereby
authorizes JHFI, as the principal underwriter for the purposes of
Federal and state securities laws, to distribute the Contracts through
independent broker/dealers (hereinafter referred to as "broker/dealer"
or "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 Conduct, 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.

(b) IPL shall select the broker/dealers through which the Contracts will be
distributed (the "Selling Broker/Dealers"). Under the terms of the
Soliciting Dealer Agreement which the Selling Broker/Dealer will sign,
the Selling Broker/Dealer shall offer the Contracts only to persons for
whom such Contracts are suitable. All applications are subject to the
acceptance or rejection by IPL.

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

Page 1 of 16
<PAGE>

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 IPL and JHFI. JHFI is an independent
contractor and shall maintain SIPC coverage during at all times during
which this Agreement, or any provision thereof, is in effect.

3 Duties of JHFI

(a) Distribution of the Contracts

(a)(1) JHFI shall use its best efforts to introduce and distribute IPL
Contracts through national broker/dealers, regional broker/dealers,
financial institution (bank) broker/dealers, and other broker/dealer
firms.

(a)(2) JHFI shall execute a Soliciting Dealer Agreement with the
broker/dealers so selected, and IPL also shall be a party to the
Agreement, the form of which is attached hereto as Appendix B. The
Soliciting Dealer Agreement shall expressly state that said
broker/dealer will assume full responsibility for compliance with the
NASD Rules of Conduct, 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.

(a)(3) JHFI is responsible for instructing each broker/dealer to offer the
Contracts for sale in accordance with the prospectus describing the
Contract.

(b) Services

JHFI shall 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.

4 Duties of IPL

(a) Each soliciting broker/dealer will certify that its Registered
Representatives (hereinafter "Representatives") are (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. IPL will appoint the representatives as
its agents in the appropriate jurisdiction(s). Each broker/dealer shall
be appointed by IPL as an insurance agent only for the purpose
contemplated by this Agreement. IPL shall assume the initial expense
where appropriate of appointment of the representative as life
insurance agents of IPL.

(b) IPL, on behalf of the broker/dealer through whom a Contract is sold,
will confirm in accordance with Rule 10b-10 under 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.

(c) IPL, 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.

(d) IPL shall, at its expense, provide broker/dealers with all necessary
Contract related forms, except those prepared and provided by JHFI
(including, but not limited to, applications, Contracts, prospectuses,
and administrative forms). IPL shall determine the supply needed.

(e) IPL shall, at its expense, provide the following services to
broker/dealers who have entered into Soliciting Dealer Agreements with
JHFI and IPL:

Page 2 of 16
<PAGE>

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

(2) 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;

(3) All prospectuses, any current supplements thereto, and product
brochures as well as the relevant administrative forms for the
processing of applications; and

(4) 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.

(f) IPL 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 Accounting

IPL shall be responsible for the collection of premiums by
representatives of the Selling Broker/Dealers. JHFI shall instruct the
representatives to remit all premiums to IPL or its designee
immediately upon receipt, together with all applications and related
information. All premiums shall be in the form of checks, money orders,
or electronic funds transfers payable to IPL and shall be accompanied
by listings identifying the applications to which they relate.

6 Compensation

JHFI and IPL shall enter into selling agreements or Soliciting Dealer
Agreements with qualified broker/dealers which require IPL to pay (on
behalf of JHFI) commissions or other compensation to such
broker/dealers. IPL agrees that the payment of any such commissions or
other compensation shall be the sole responsibility of IPL.

7 Indemnification

(a) JHFI agrees to indemnify and hold IPL harmless from and against any
loss, cost, expense, liability, claim or damage incurred by IPL
(including, but not 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 any broker/dealer in connection with
the marketing, sale, and distribution of the Contracts as contemplated
by this Agreement and the related Selling Agreements.

(b) IPL 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 prospectus or the Statement of Additional
Information for the VST) or marketing materials created by IPL and
related to such materials.

8 Cooperation

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

Page 3 of 16

<PAGE>

(b) JHFI shall immediately notify IPL, and IPL 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 f the Contracts in any state or jurisdiction. In addition, JHFI
shall promptly advise IPL if JHFI 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.

(c) IPL 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 IPL 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 1940 Act 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.

9 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 IPL. IPL may allocate or delegate any of
its duties or obligations under this Agreement to any of its affiliates
or designees.

10 Termination

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

(b) This Agreement shall terminate automatically in the event the other
party:

(1) Ceases doing business and elects to be dissolved;

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

(3) Files a voluntary petition in bankruptcy or for reorganization
or is adjudicated as a bankrupt or insolvent;

(4) Has a liquidator, or 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; or

(5) Has its license suspended or revoked by a state insurance
commissioner, or by a Federal or state securities agency; or
has its membership in any self-regulatory organization
suspended or revoked.

Page 4 of 16
<PAGE>

(c) 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.

(d) 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.

(e) 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.

11. Notice

Any notice required by the terms of this Agreement or any attachment hereto
shall be valid if in writing and hand delivered or sent by United States mail
postage prepaid or overnight delivery service to the other parties at the
following addresses:

IPL: JHFI:
Investors Partner Life Insurance Company or John Hancock Funds, Inc.
Investors Partner Life Insurance Company of 101 Huntington Avenue
New York, Inc. Boston, MA 02119
John Hancock Place Attention:
P.O. Box 942
Boston, MA 02117
Attention:

12. Waiver

The failure of 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 effect.

13. Entire Contract

(a) This Agreement constitutes the entire agreement between the parties.
The headings of the paragraphs of this Agreement are inserted for
convenience only and shall not constitute a part thereof or effect in
any way the meaning or interpretation of this Agreement.

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

14. Choice of Law

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

Page 5 of 16
<PAGE>

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

Investors Partner Life Insurance Company
Investors Partner Life Insurance Company of
New York, Inc.

-------------------------------------------
By: (as to both)
Title:_____________________________________

John Hancock Funds, Inc.

-------------------------------------------
By:
Title:_____________________________________

Page 6 of 16
<PAGE>

APPENDIX A
TO MARKETING AND DISTRIBUTION AGREEMENT

JHFI agrees that it shall act as principal distributor of the following variable
life insurance policies issued by IPL:

o Investors Partner Variable Life, a Flexible Premium Variable Life
Insurance Policy

The parties agree that this Appendix may be amended from time to time to include
other variable life insurance policies that may be issued by IPL.

Page 7 of 16
<PAGE>

APPENDIX B
TO MARKETING AND DISTRIBUTION AGREEMENT

FORM OF SOLICITING DEALER AGREEMENT

Page 8 of 16
<PAGE>

JOHN HANCOCK FUNDS, INC.
101 HUNTINGTON AVENUE
BOSTON, MA 02199-7603

SOLICITING DEALER AGREEMENT

Date:_______________

AGREEMENT by and among INVESTORS PARTNER LIFE INSURANCE COMPANY, a Delaware
corporation, INVESTORS PARTNER LIFE INSURANCE COMPANY OF NEW YORK, INC. (a New
York corporation, which together with Investors Partner Life Insurance Company
collectively will be referred to hereinafter as "IPL"), JOHN HANCOCK FUNDS, INC.
(hereinafter JHFI or "Distributor"), a Delaware corporation, and SELLING FIRM of
_______________________________________, (hereinafter "Broker/Dealer").

1. General authorization

1.a. IPL has entered into a Marketing and Distribution Agreement
with JHFI authorizing JHFI to distribute the life insurance
contracts issued by IPL ("Contracts", which term when used
herein includes both individual life insurance contracts and
certificates issued 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 by IPL on
behalf of Distributor (see "Compensation" below).

1.b. Subject to the terms and conditions contained in this
Agreement, IPL, as issuer of the Contracts, and JHFI, 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. Associated
Insurance Agency shall be defined to mean a licensed agency
which has a contractual and organizational relationship with
the Broker/Dealer as a parent, subsidiary, or an entity under
common control with Broker/Dealer, and which is authorized
under applicable state law to receive insurance commissions.

1.c. 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 this 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 IPL. 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 IPL and Distributor at all times during which this
Agreement, or any provision, is in effect.

1.d. 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 IPL in
accordance with securities laws and the state insurance laws
of those jurisdictions in which the Contracts may be lawfully
distributed and in which such Representatives of the
Broker/Dealer solicit applications for the Contracts.
Broker/Dealer and its Registered Representatives shall
strictly comply with all the applicable securities and
insurance laws and regulations, including all applicable rules

Page 9 of 16
<PAGE>

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

2.a. The Broker/Dealer shall be authorized to: (a) receive for
forwarding to IPL applications for Contracts; (b) receive for
forwarding to IPL the premiums in connection with any such
application; (c) deliver the Contract issued to the applicant
by IPL; and (d) collect premiums for forwarding to IPL via an
applicant's brokerage account as specifically directed by any
such applicant who has authorized the Broker/Dealer to act on
the applicant's behalf. Broker/Dealer agrees to indemnify IPL
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.

2.b. Neither the Broker/Dealer nor any of its "related persons"
(defined to include 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 IPL; (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.

2.c. 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.

2.d. Neither the Broker/Dealer nor any of its related persons shall
publish, circulate or use any advertising material with
respect to IPL, the John Hancock Variable Series Trust I (the
"Series Fund"), or IPL'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 IPL's products or to
induce any person to purchase IPL'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 kinds,
including but not limited to circulars, leaflets, depictions,
illustrations, and form letters; (c) material used for
recruitment, training and education of agents and Registered
Representatives which is designed to by used or is used to
induce the public to purchase IPL's products; (d) prepared
sales talks, presentations and material for use by agents and
Registered Representatives in private or public seminars or
any other setting; and (e) the use of the IPL name or logo or
any other identifiers referring directly or indirectly to IPL,
the Distributor, any of their affiliates, or the Series Fund.

3. Duties of the Broker/Dealer

3.a. 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 IPL 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. IPL shall be
responsible for payment of the fee required to initially
appoint a Registered Representative as its agent, with the
sole discretion to pay renewal fees for such appointment as
IPL may be required to pay from time to time.

Page 10 of 16

<PAGE>

3.b. 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 IPL, or its designee, all applications
found suitable, together with any payments received with the
applications. Although business may be submitted net of
commission, any other deduction or reduction is not allowed
unless such deduction or reduction is expressly permitted by
this Agreement, or by any amendment thereto in writing. IPL
reserves the right to reject any Contract application and to
return any payment made in connection with an application
which is rejected.

3.c. 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
any sales literature or advertising material (as defined in
Section 2 above) is submitted to the 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.

3.d. 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 prospectus or Statement of
Additional Information ("SAI") for the Contracts, the current
prospectus for the Series Funds, any current supplements to
such prospectus and SAI's or in any "advertising" material
used in compliance with Section 2 above, or any supplemental
material approved in writing by the Distributor and IPL.
Material prepared or used by the Broker/Dealer or its related
persons, which describes or must describe the Contract, or
uses the name IPL or the logos or Service Marks of IPL or the
Series Fund must be approved by IPL and the Distributor in
writing prior to any such use.

4. Duties of the Distributor

4.a. Distributor will 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
jurisdiction. Certain other responsibilities, including the
distribution of Commission payments to the Broker/Dealer, may
be delegated to John Hancock Insurance Agency, Inc.

5. Duties of IPL

5.a. IPL shall be responsible for:

5.a.1. Obtaining certifications from the Broker/Dealer that
Broker/Dealer and its representatives have the
appropriate state insurance licenses to solicit sales
of the Contract;

5.a.2. Obtaining the approval of the forms of contracts and
applications which are the subject of this Agreement
from the applicable regulatory authorities; and

5.a.3. Supplying all standard Contracts and Series Fund
prospectuses, any current supplements thereto, and
product brochures.

Page 11 of 16
<PAGE>

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 IPL retains the right to
reject or terminate the authorization of any Registered
Representative with or without the agreement of the
Broker/Dealer.

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

6. Accounting

6.a. All premiums received for IPL by the Broker/Dealer by reason
of this Agreement shall belong to IPL and shall be received
and held by the Broker/Dealer in an fiduciary capacity only.
All such premiums (together with all applications and related
information) shall be delivered promptly to IPL

7. Compensation

7.a. As full and sole compensation for Broker/Dealer's faithful
performance of its duties under this Agreement, IPL (on behalf
of Distributor) shall pay, and Broker/Dealer shall be entitled
to receive, commissions on premiums collected according to the
applicable rate of commission stated in Schedule A, which is
attached to and forms a part of this Agreement. In the event
of any return of a Contract within any "Right to Cancel"
period, or in the event that IPL rejects an application, any
related compensation paid to the Broker/Dealer will be
refunded by the Broker/Dealer directly to Distributor without
Distributor or IPL incurring any liability or offset for any
compensation payable to the Broker/Dealer. If for any reason a
purchase transaction is reversed, or account values are
withdrawn, or a contract is partially or fully surrendered,
Broker/Dealer shall not be entitled to receive or retain (i)
any part of the compensation paid or payable on any scheduled
or unscheduled payment of premium occurring within 183 days
immediately preceding such event, and (ii) 50% of the
compensation paid or payable on any scheduled or unscheduled
payment of premium occurring more than 183 days but less than
366 days immediately preceding such event. Upon demand such
compensation due back to IPL by Broker/Dealer shall be paid in
full.

7.b. Broker/Dealer shall be paid or entitled to commission
calculated on the basis of gross written premium received and
forwarded to IPL in accordance with IPL's requirements. IPL
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 IPL nor
the Distributor shall have any liability with respect to any
compensation payable to any Registered Representatives.

7.c. No compensation shall be payable to the Broker/Dealer with
respect to any issued Contract purchased with funds withdrawn
from any insurance, annuity, or mutual fund product issued by
IPL, or by John Hancock Mutual Life Insurance Company or any
of Hancock's subsidiaries or affiliates. In the event that any
compensation is paid to the Broker/Dealer for such a purchase,
the Broker/Dealer shall promptly repay the Distributor the
entire amount of any such compensation paid. The Distributor
also shall have the right to deduct said amount paid from any
future payment due the Broker/Dealer.

7.d. 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 termination, or applied
for prior to but issued after the date of termination. The
obligations of IPL with respect to compensation payable under
Section 7 shall continue only with respect to additional
premiums received and accepted by IPL after the termination of
this Agreement.

Page 12 of 16

<PAGE>

8. Indemnification

8.a. Broker/Dealer agrees to indemnify and hold harmless the Series
Fund, IPL, IPL's direct and indirect subsidiaries and
affiliates, including (without limitation) the Distributor,
and each of their directors, trustees, and officers, against
any losses, claims, damages, or liabilities to which the
Series Fund, IPL, 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:

8.a.1. Any use of unauthorized advertising materials (as
defined in Section 2 hereof) or any verbal or written
misrepresentations or unlawful sales practices
concerning a Contract by Broker/Dealer or any of its
related persons; or

8.a.2. 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

8.a.3. Failure by the Broker/Dealer or any of its related
persons to comply with all applicable state insurance
laws and regulations including by not limited to
state licensing requirements, rebate laws, and
replacement regulations, as well as all requirements
of state and Federal securities laws; or

8.a.4. 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.

8.b. Broker/Dealer will reimburse the Series Fund, IPL, 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.

8.c. IPL 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 IPL 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 IPL or the Distributor in connection
with the offer and sale of the Contracts.

8.d. The provisions of this Section 8 shall survive the termination
of this Agreement.

9. Cooperation

9.a. The Broker/Dealer and Distributor jointly agree to fully
cooperate with each other and IPL in any insurance or
securities regulatory investigation or proceeding or judicial
proceeding arising in connection with any Contract. 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.

Page 13 of 16

<PAGE>

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

10.a. The Broker/Dealer may assign rights or obligations under this
Agreement to any insurance agency that is deemed to be 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 or 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 the 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 IPL and Distributor.

11. Year 2000 Warranty

11.a. Notwithstanding any other provision of this Agreement,
Broker/Dealer represents and warrants that its computers and
computer related systems and networks (hereinafter called
"computers") are capable of running prior to, during and after
the calendar year 2000 AD, and that said computers will
operate during each such time period without error relating to
date data, specifically including any error relating to, or
the product of, date data which represents or references
different centuries or more than one century. Without limiting
the generality of the foregoing, Broker/Dealer further
represents and warrants that: (1) its computers will not cause
any software delivered by IPL pursuant to this Agreement to
abnormally end or provide invalid or incorrect results as a
result of date data, specifically including date data which
represents or references different centuries or more than one
century; (ii) the computers have been designed or tested to
ensure year 2000 compatibility, including, but not limited to,
date data century recognition, calculations which accommodate
same century and multi-century formulas and date values, and
date data interface values that reflect the century; and (iii)
the computers include "Year 2000 Capabilities." For the
purposes of this paragraph, "Year 2000 Capabilities" means
that the computers:

11.a.1. will manage and manipulate data involving dates,
including single century formulas and multi-century
formulas, and will not cause an abnormally ending
scenario within the application or generate incorrect
values or invalid results involving such dates; and

11.a.2. provide that all date-related user interface
functionalities and data fields include the
indication of century; and

11.a.3. provide that all date-related data interface
functionalities include the indication of century.

11.b. Broker/Dealer agrees to indemnify and hold harmless IPL and
its directors, officers, employees and agents from and against
any and all claims, liabilities, damages, judgments, costs or
expenses ( including reasonable attorneys' fees and the costs
of investigation), that arise out of or result from any breach
of the foregoing provision.

12. Amendments

12.a. IPL reserves the right to amend this Agreement or any Schedule
attached hereto at any time. An amendment to the Agreement
shall be effective thirty (30) days from the date notice is
given the Broker/Dealer. Amendments to Schedules shall be
effective without approval of the Broker/Dealer from the date

Page 14 of 16
<PAGE>

notice is given to the Broker/Dealer that a new or amended
Schedule has been issued by IPL.

12.b. No amendment made by the Broker/Dealer shall be effective
unless it is agreed to in writing by IPL and the Distributor.

13. Termination

13.a. This agreement shall terminate:

13.a.1. If the Broker/Dealer is dissolved, liquidated, or
otherwise ceases business operations;

13.a.2. If the Broker/Dealer fails, in IPL's sole judgment,
to comply with any of its obligations under this
Agreement;

13.a.3. If the Broker/Dealer's state insurance license or
appointment to represent the Company is terminated;

13.a.4. If the Broker/Dealer's SEC, state, or NASD
registration or membership is suspended, terminated
or otherwise limited so as to render the
Broker/Dealer, in the Company's opinion, unable to
perform its obligations pursuant to this Agreement;
or

13.a.5. If the Broker/Dealer refuses to accept an amendment
made in accordance with Section 12.

13.b. The termination date of this Agreement for any of these
reasons shall be the date of occurrence.

13.c. Notwithstanding the provisions of Section 13.a, any of the
parties shall have the right to terminate this Agreement for
any reason. Termination in accordance with this Section shall
be effective thirty (30) days from the date notice is given by
the terminating party.

14. Notice

14.a. Any notice required by the terms of this Agreement or any
attachment hereto shall be valid if in writing and hand
delivered or sent by United States mail postage prepaid or
overnight delivery service to the other parties at the
following addresses:

Investors Partner Life: JHFI:
Investors Partner Life Insurance Company John Hancock Funds, Inc.
Investors Partner Life Insurance Company of 101 Huntington Avenue
New York, Inc. Boston, MA 02119
John Hancock Place Attention:
P.O. Box 942
Boston, MA 02117
Attention:

SELLING FIRM:

----------------------------------
----------------------------------
----------------------------------
----------------------------------
Attention:

Page 15 of 16

<PAGE>

15. Headings

15.a. The headings in this Agreement are for reference purposes only
and shall not be deemed part of this Agreement or affect its
interpretation or meaning.

16. Severability

16.a. The provisions of this Agreement are severable, and if any
provision of this Agreement or any amendment to it is found to
be invalid, such provision shall not affect any other
provision of the Agreement that can be given effect without
the invalid provision.

17. Counterparts

17.a. This Agreement may be executed in any number of counterparts,
all of which, taken together, shall constitute one agreement,
and any party hereto may execute this Agreement by signing any
such counterpart.

18. Governing Law

18.a. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first written above.

INVESTORS PARTNER LIFE INSURANCE COMPANY
INVESTORS PARTNER LIFE INSURANCE COMPANY OF
NEW YORK, INC.
By:______________________________________(as to both)
Name:________________________________________________
Title:_______________________________________________

JOHN HANCOCK FUNDS, INC.
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________

SELLING FIRM
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________

Page 16 of 16

<PAGE>

Schedule A
Broker/Dealer Compensation Schedule

<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Percent of Premium Percent of Account Value (BOY)
- ------------------------------------------------------------------------------------------------------------------------------------
Year 1 Years 2 -- 5 Years 6 -- 10 Years 11 and up Face less than greater/ =
250,000 250,000
- ------------------------------------------------------------------------------------------------------------------------------------
Target
Account IssAge IssAge IssAge Start Start
Plan Type 0-75 76-80 81-85 Excess Target Excess Target Excess Target Excess Rate Year Rate Year
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Default A 80% 75% 70% 2.0% 3% 3% 0% 0% 0% 0% 0.00% 3 0.20% 3
B 90% 85% 80% 2.5% 3% 3% 0% 0% 0% 0% 0.00% 3 0.20% 3
C 100% 95% 90% 3.0% 3% 3% 0% 0% 0% 0% 0.00% 3 0.20% 3

- ------------------------------------------------------------------------------------------------------------------------------------
Alternative 1 A 60% 55% 50% 2.0% 3% 3% 0% 0% 0% 0% 0.30% 3 0.50% 3
B 70% 65% 60% 2.5% 3% 3% 0% 0% 0% 0% 0.30% 3 0.50% 3
C 80% 75% 70% 3.0% 3% 3% 0% 0% 0% 0% 0.30% 3 0.50% 3

- ------------------------------------------------------------------------------------------------------------------------------------
Alternative 2 A 45% 40% 35% 2.0% 3% 3% 0% 0% 0% 0% 0.55% 3 0.75% 3
B 55% 50% 45% 2.5% 3% 3% 0% 0% 0% 0% 0.55% 3 0.75% 3
C 65% 60% 55% 3.0% 3% 3% 0% 0% 0% 0% 0.55% 3 0.75% 3

- ------------------------------------------------------------------------------------------------------------------------------------
Alternative 3 A 30% 25% 20% 2.0% 3% 3% 0% 0% 0% 0% 0.80% 3 1.00% 3
B 40% 35% 30% 2.5% 3% 3% 0% 0% 0% 0% 0.80% 3 1.00% 3
C 50% 45% 40% 3.0% 3% 3% 0% 0% 0% 0% 0.80% 3 1.00% 3

- ------------------------------------------------------------------------------------------------------------------------------------
Alternative 4 A 45% 40% 35% 2.0% 15% 3% 15% 0% 0% 0% 0.00% n/a 0.00% n/a
B 55% 50% 45% 2.5% 15% 3% 15% 0% 0% 0% 0.00% n/a 0.00% n/a
C 65% 60% 55% 3.0% 15% 3% 15% 0% 0% 0% 0.00% n/a 0.00% n/a

- ------------------------------------------------------------------------------------------------------------------------------------
Alternative 5 A 65% 60% 55% 2.0% 10% 3% 10% 0% 0% 0% 0.00% n/a 0.00% n/a
B 75% 70% 65% 2.5% 10% 3% 10% 0% 0% 0% 0.00% n/a 0.00% n/a
C 85% 80% 75% 3.0% 10% 3% 10% 0% 0% 0% 0.00% n/a 0.00% n/a
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes: Plan may vary by individual producer and may change, but for a
particular policy the compensation Plan is fixed at issue.

Account Type may vary by individual producer and may change, but
for a particular policy the compensation Account Type is fixed at
issue.
Account Type is determined based on the level of wholesaler
coverage.

Target Premium includes the base policy target premium and rider
premiums; it does not include Flat Extra Premiums.
For the purpose of calculating commissions, the base policy
target will be capped at the base policy target for a substandard
class D.

JOHN HANCOCK FUNDS, INC.
101 HUNTINGTON AVENUE
BOSTON, MA 02199-7603

SOLICITING DEALER AGREEMENT

Date:_______________

1. General authorization

Page 1 of 9
<PAGE>

Broker/Dealer and its Registered Representatives shall
strictly comply with all the 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

3. Duties of the Broker/Dealer

Page 2 of 9
<PAGE>

appoint a Registered Representative as its agent, with the
sole discretion to pay renewal fees for such appointment as
IPL may be required to pay from time to time.

4. Duties of the Distributor

5. Duties of IPL

5.a. IPL shall be responsible for:

5.a.1. Obtaining certifications from the Broker/Dealer that
Broker/Dealer and its representatives have the
appropriate state insurance licenses to solicit sales
of the Contract;

5.a.2. Obtaining the approval of the forms of contracts and
applications which are the subject of this Agreement
from the applicable regulatory authorities; and

5.a.3. Supplying all standard Contracts and Series Fund
prospectuses, any current supplements thereto, and
product brochures.

Page 3 of 9
<PAGE>

5.b IPL 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 to 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 IPL retains the right to
reject or terminate the authorization of any Registered
Representative with or without the agreement of the
Broker/Dealer.

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

6. Accounting

7. Compensation

Page 4 of 9
<PAGE>

Section 7 shall continue only with respect to additional
premiums received and accepted by IPL after the termination of
this Agreement.

8. Indemnification

8.a.2. 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

8.d. The provisions of this Section 8 shall survive the termination
of this Agreement.

9. Cooperation

Page 5 of 9
<PAGE>

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.

9.b. 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 advise 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

11. Year 2000 Warranty

11.a.2. provide that all date-related user interface
functionalities and data fields include the
indication of century; and

11.a.3. provide that all date-related data interface
functionalities include the indication of century.

Page 6 of 9
<PAGE>

12. Amendments

12.b. No amendment made by the Broker/Dealer shall be effective
unless it is agreed to in writing by IPL and the Distributor.

13. Termination

13.a. This agreement shall terminate:

13.a.1. If the Broker/Dealer is dissolved, liquidated, or
otherwise ceases business operations;

13.a.2. If the Broker/Dealer fails, in IPL's sole judgment,
to comply with any of its obligations under this
Agreement;

13.a.3. If the Broker/Dealer's state insurance license or
appointment to represent the Company is terminated;

13.a.5. If the Broker/Dealer refuses to accept an amendment
made in accordance with Section 12.

13.b. The termination date of this Agreement for any of these
reasons shall be the date of occurrence.

14. Notice

Page 7 of 9
<PAGE>

SELLING FIRM:

----------------------------------
----------------------------------
----------------------------------
----------------------------------
Attention:

15. Headings

15.a. The headings in this Agreement are for reference purposes only
and shall not be deemed part of this Agreement or affect its
interpretation or meaning.

16. Severability

17. Counterparts

18. Governing Law

18.a. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.

Page 8 of 9
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first written above.

JOHN HANCOCK FUNDS, INC.
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________

SELLING FIRM
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________

Page 9 of 9

<PAGE>

Schedule A
Broker/Dealer Compensation Schedule

Notes: Plan may vary by individual producer and may change, but for a
particular policy the compensation Plan is fixed at issue.

Schedule A
Broker/Dealer Compensation Schedule

Notes: Plan may vary by individual producer and may change, but for a
particular policy the compensation Plan is fixed at issue.

EXHIBIT 1. A(5)

[GRAPHIC OMITTED] [PO Box 111]
[Boston, Massachusetts 02117]
Investors Partner Life Insurance Company [ 1-877-619-4888 ]

INSURED [John DOE] SUM INSURED AT ISSUE [$100,000]

POLICY NUMBER [IPL 7020637]

DEATH BENEFIT [OPTION A: Level Death Benefit (See Section 4)]

PLAN [INVESTORS PARTNER VARIABLE LIFE]

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Investors Partner Life Insurance Company ("the Company") agrees, subject to the
conditions and provisions of this policy, to pay the Death Benefit to the
Beneficiary upon the death of the Insured if such death occurs while the policy
is in full force, and to provide the other benefits, rights, and privileges of
the policy. The Death Benefit (see Section 4) will be payable, subject to the
"Deferral of Determinations and Payments" provision, on receipt at the Servicing
Office of the Company of due proof of the Insured's death.

The Death Benefit of this policy will increase or decrease based on the
experience of the Separate Account.

The policy, which includes any Riders which are a part of the policy on
delivery, is issued in consideration of the application and payment of the
Minimum First Premium.

The Policy Specifications and the conditions and provisions on this and the
following pages are part of the policy.

Signed for the Company at Boston, Massachusetts.

President Secretary

Variable Life Insurance policy
Flexible Premiums
Death Benefit payable at death of Insured
Not eligible for dividends
Benefits, premiums, and the policy class are shown in the Specifications Section
of the policy.

To the extent any benefit, payment, or value under this policy (including the
Account Value) is based on the investment experience of a Separate Account, such
benefit, payment, or value may increase or decrease in accordance with the
investment experience of the Separate Account and is 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 its Servicing Office as shown on the back cover page (or to
the Company representative 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. Any premium paid on this policy
will be refunded within 10 days after such timely surrender of the policy.

99VULIPL I0199

<PAGE>

Policy Provisions
Section
-------- ------------------------------------------------------
1. Policy Specifications
-------- ------------------------------------------------------
2. Table of Rates
-------- ------------------------------------------------------
3. Definitions
-------- ------------------------------------------------------
4. Death Benefit
-------- ------------------------------------------------------
5. Payments
-------- ------------------------------------------------------
6. Guaranteed Death Benefit Feature
-------- ------------------------------------------------------
7. Grace Period
-------- ------------------------------------------------------
8. Account Value
-------- ------------------------------------------------------
9. Charges
-------- ------------------------------------------------------
10. Loans
-------- ------------------------------------------------------
11. Surrenders and Withdrawals
-------- ------------------------------------------------------
12. Basis of Computations
-------- ------------------------------------------------------
13. Separate Account and Fixed Account
-------- ------------------------------------------------------
14. Allocation To Subaccounts
-------- ------------------------------------------------------
15. Investment Policy Change
-------- ------------------------------------------------------
16. Reports To Owner
-------- ------------------------------------------------------
17. Reinstatement
-------- ------------------------------------------------------
18. Owner, Contingent Owner, and Beneficiary
-------- ------------------------------------------------------
19. Interest On Proceeds
-------- ------------------------------------------------------
20. Deferral Of Determinations And Payments
-------- ------------------------------------------------------
21. Claims Of Creditors
-------- ------------------------------------------------------
22. Assignment
-------- ------------------------------------------------------
23. Incontestability
-------- ------------------------------------------------------
24. Misstatements
-------- ------------------------------------------------------
25. Suicide
-------- ------------------------------------------------------
26. The Contract
-------- ------------------------------------------------------
27. Settlement Provisions
-------- ------------------------------------------------------

2
<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
1. POLICY SPECIFICATIONS
- ------------------------------------------------------------------------------------------------------------------------------------

Insured [John DOE] Plan: Investors Partner Variable Life
Issue Age* [35] Policy Number [IPL 7020637]
Policy Class [Standard Sum Insured at Issue: [$100,000]
Non TOBACCO]
Death Benefit: [Option A: Level Death Benefit (see Section 4)]

The Owner and the Beneficiary are as designated in the application, subject to
Section 18.

Policy Premiums
Notice: The actual premiums paid will affect the Account Value and the duration
of insurance coverage, and will affect the Death Benefit if the Account Value
affects the Death Benefit. Even if the Planned Premiums shown below are paid as
scheduled, they may not be sufficient to continue the policy in force until the
death of the Insured. Unless the Guaranteed Death Benefit feature is in effect,
the policy will continue in force until the death of the Insured only if on each
Processing Date the policy's Account Value, less any Surrender Charge and any
indebtedness, is sufficient to provide for all Policy Charges then due. ANNUAL
PREMIUMS AT ISSUE

Planned Premium: (the amount you plan to pay as specified in the application) [$800.00]

Target Premium: (the portion of each year's premium payment that is subject
to the premium-based sales and administrative charge)
Base Policy Target Premium: [$700.00]
Rider Target Premium: [$9.24]
-------
Total Target Premium: [$709.24]

Guaranteed Death Benefit ("GDB") Premiums
5 Year GDB Premium [$534.87]
Age 75 GDB Premium [$722.26]
Age 100 GDB Premium [$1,320.59]

* The Date of Issue of this policy is generally the first Valuation Date that is
not the 29th, 30th, or 31st day of a month on which all of the following
conditions are met: (i) the policy is delivered to and received by you; (ii) at
least the Minimum First Premium is received by us; and (iii) each insured person
is living and still meets our health criteria for issuing insurance. If all of
the above conditions are met on the 29th, 30th, or 31st day of a month, then the
policy will take effect on the first Valuation Date of the following month. We
will provide you with the actual Date of Issue in your Quarterly Statement. If
you desire to know the actual Date of Issue sooner, please call the following
toll free number: [ 1-877 619-4888].

For any riders elected, the Date of Issue and the Issue Age of each rider is the
Date of Issue and the Issue Age of the policy unless otherwise specified. For
Description of Rider Benefits, see page 3C of this policy.

3 I0399

<PAGE>

****** THIS PAGE IS INTENTIONALLY LEFT BLANK ******

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
1. POLICY SPECIFICATIONS, continued
- ------------------------------------------------------------------------------------------------------------------------------------

A. Current Policy Charges

Deductions from Premium Payments
--------------------------------

Premium & DAC Tax Charge 3.55% of Premium

Sales & Administrative Charge:
Policy Years 1-9: 2% of Target Premium
Policy Years 10 and after: 0%

Deductions from Account Value
-----------------------------

Sales & Administrative Charge* $6.00 per month all years
Policy Years 1-9: $0.04 per 1,000 of Sum Insured at Issue
Policy Years 10 and after: $0
Cost of Insurance Charge* Current rates vary as described in Section 9, but will never exceed the
maximums shown in the Table of Rates (Section 2)
Mortality & Expense Charge*
Policy Years 1-15: Monthly deduction equivalent to and effective annual rate of 0.70% of
Variable Account assets
Policy Years 16 and after: Monthly deduction equivalent to and effective annual rate of 0.30% of
Variable Account assets
Surrender Charge See Surrender Charge Table below

Surrender Charge Table
----------------------

Charge as a Percentage of
For Surrender or Lapse During: Base Policy Target Premium
------------------------------ --------------------------

Policy Year 1 100%
Policy Year 2 100%
Policy Year 3 90%
Policy Year 4 80%
Policy Year 5 70%
Policy Year 6 60%
Policy Year 7 50%
Policy Year 8 35%
Policy Year 9 20%
Policy Year 10 and after 0%

*We reserve the right to change the amount or percentage of any of these
charges, but no charge will exceed the amount or percentage shown in the
Table of Maximum Policy Charges on page 3B.

3A I3A99

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
1. POLICY SPECIFICATIONS, continued
- ------------------------------------------------------------------------------------------------------------------------------------

B. Maximum Policy Charges

Deductions from Premium Payments
--------------------------------

Premium & DAC Tax Charge 3.55% of Premium

Sales & Administrative Charge
Policy Years 1-9: 2% of Target Premium
Policy Years 10 and after: 0%

Deductions from Account Value
-----------------------------

Sales & Administrative Charge $10.00 per month all years
Policy Years 1-9: $0.04 per 1,000 of Sum Insured at Issue
Policy Years 10 and after: $0
Cost of Insurance Charge: See Table of Rates, Section 2
Mortality & Expense Charge
Policy Years 1-15: Monthly deduction equivalent to and effective annual rate of 0.90% of
Variable Account assets
Policy Years 16 and after: Monthly deduction equivalent to and effective annual rate of 0.50% of
Variable Account assets
Surrender Charge See Surrender Charge Table below

Surrender Charge Table
----------------------

Charge as a Percentage of
For Surrender or Lapse During Base Policy Target Premium
----------------------------- --------------------------
Policy Year 1 100%
Policy Year 2 100%
Policy Year 3 90%
Policy Year 4 80%
Policy Year 5 70%
Policy Year 6 60%
Policy Year 7 50%
Policy Year 8 35%
Policy Year 9 20%
Policy Year 10 and after 0%

3B I3B99

<PAGE>

Insured [John DOE] Plan [Investors Partner Variable Life]

Policy Number [IPL 7020637]

Rider Information

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

Type Description
- ---------------------------------------- ------------------------------------------------------------------------------

Disability Waiver of Premium Rider Specified Premiums are waived in event of Insured's Total Disability
- ---------------------------------------- ------------------------------------------------------------------------------

3C I3C99

<PAGE>

****** THIS PAGE IS INTENTIONALLY LEFT BLANK ******

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
2. TABLE OF RATES
- ------------------------------------------------------------------------------------------------------------------------------------

A. Rate Table

Maximum
monthly rates per Corridor
Age* $1,000 of Net Amount at Risk** Factor
---- ------------------------------ ------

35 0.141 2.50
36 0.148 2.50
37 0.157 2.50
38 0.167 2.50
39 0.179 2.50
40 0.191 2.50
41 0.206 2.43
42 0.221 2.36
43 0.239 2.29
44 0.256 2.22
45 0.277 2.15
46 0.300 2.09
47 0.324 2.03
48 0.350 1.97
49 0.379 1.91
50 0.410 1.85
51 0.447 1.78
52 0.490 1.71
53 0.537 1.64
54 0.593 1.57
55 0.654 1.50
56 0.722 1.46
57 0.794 1.42
58 0.873 1.38
59 0.961 1.34
60 1.059 1.30
61 1.169 1.28
62 1.294 1.26
63 1.437 1.24
64 1.599 1.22
65 1.778 1.20
66 1.971 1.19
67 2.181 1.18
68 2.407 1.17
69 2.653 1.16
70 2.933 1.15
71 3.302 1.13
72 3.618 1.11
73 4.042 1.09
74 4.521 1.07

* On a policy anniversary, "age" means the age of the Insured at his or her
birthday nearest that date. That "age" will apply until the next policy
anniversary.

** Maximum Monthly Rates are based on the 1980 Commissioners Standard Ordinary
Smoker and Nonsmoker Mortality Tables.

4 I0499
<PAGE>

A. Rate Table (continued)

Maximum
monthly rates per Corridor
Age* $1,000 of Net Amount at Risk** Factor
---- ------------------------------ ------

75 5.037 1.05
76 5.590 1.05
77 6.175 1.05
78 6.787 1.05
79 7.440 1.05
80 8.162 1.05
81 8.973 1.05
82 9.898 1.05
83 10.952 1.05
84 12.118 1.05
85 13.375 1.05
86 14.699 1.05
87 16.081 1.05
88 17.497 1.05
89 18.966 1.05
90 20.512 1.05
91 22.165 1.04
92 23.987 1.03
93 26.066 1.02
94 28.784 1.01
95 32.818 1.00
96 39.643 1.00
97 53.066 1.00
98 85.527 1.00
99+ 165.340 1.00

* On a policy anniversary, "age" means the age of the Insured at his or her
birthday nearest that date. That "age" will apply until the next policy
anniversary.

** Maximum Monthly Rates are based on the 1980 Commissioners Standard Ordinary Smoker and Nonsmoker Mortality Tables.

4A I4A99

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
2. TABLE OF RATES, continued
- ------------------------------------------------------------------------------------------------------------------------------------

B. Table of Monthly Charge Rates for Disability Waiver of Specified Premium Rider

Policy Number: [ IPL 7020637 ] Issue Age: [ 35 ]

Disability Charge
Age 1 Rate 2
----- ------
35 0.0132
36 0.0136
37 0.0141
38 0.0147
39 0.0153
40 0.0185
41 0.0194
42 0.0204
43 0.0214
44 0.0225
45 0.0242
46 0.0255
47 0.0273
48 0.0297
49 0.0324
50 0.0365
51 0.0408
52 0.0460
53 0.0522
54 0.0595
55 0.0811
56 0.0934
57 0.1021
58 0.1112
59 0.1206
60 0.0592
61 0.0565
62 0.0524
63 0.0475
64 0.0357

1. On a Policy anniversary, "age" means the age of the Insured at his or her
birthday nearest that date. That "age" will apply until the next anniversary.

2. Disability Waiver of Specified Premium on a Processing Date equals Disability
Charge Rate times the monthly Specified Premium to be waived, as elected on the
application.

4B I4B99

<PAGE>

****** THIS PAGE IS INTENTIONALLY LEFT BLANK ******

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
3. DEFINITIONS
- ------------------------------------------------------------------------------------------------------------------------------------

The term "Account Value" is as defined in Section 8.

The term "Age" means on any given date, the age of the person in question at his
or her birthday nearest that date.

The term "Annual Processing Date" means every 12th Processing Date starting
with the Processing Date next after the Date of Issue.

The term "Fixed Account" means an account established by us which accumulates at
rates which we will determine and declare from time to time, but which will not
be less than 4%. The assets of a Fixed Account are invested in a segment of our
General Account.

The term "Fund" means each division of a Series Fund which has a specific
investment objective.

The term "in full force" means that the policy has not lapsed in accordance with
Section 7.

The term "indebtedness" means the unpaid balance of a policy loan. As provided
in Section 10, the policy loan amount includes accrued interest.

The term "Minimum First Premium" means one-quarter of the 5 Year GDB Premium as
shown on page 3. However, if a Monthly Electronic Funds Transfer ("EFT") billing
mode is selected on the application, the "Minimum First Premium" shall be equal
to one-sixth of the 5 Year GDB Premium.

The term "Net Premium" is as defined in Section 5.

The term "Payment" means, unless otherwise stated, payment at our Servicing
Office.

The term "Policy Year" means (a) or (b) below whichever is applicable:

(a) The first Policy Year is the period beginning on the Date of Issue
and ending on the Valuation Date immediately preceding the first Annual
Processing Date;

(b) Each subsequent Policy Year is the period beginning on an Annual
Processing Date and ending on the Valuation Date immediately preceding
the next Annual Processing Date.

The term "Premium" is as defined in Section 5.

The term "Processing Date" means the first Valuation Date of a policy month.

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 as an open-end diversified management investment
company.

The term "Servicing Office" means the IPL Servicing Office at the address shown
on the back cover of this policy.

The term "Subaccount" means a Variable Account or a Fixed Account.

The term "Valuation Date" means any date on which the New York Stock Exchange is
open for trading.

The term "Valuation Period" means the period of time from the beginning of the
day following a Valuation Date to the end of the next following Valuation Date.

The term "Variable Account" means each division of a Separate Account which has
a specific investment objective. The assets of each Variable Account are
invested solely in shares of the corresponding Fund of a Series Fund.

The terms "we", "us", and "our" refer only to the Company.

The term "written notice" means, unless otherwise stated, a written notice filed
at our Service Office.

The terms "you" and "your" refer only to the Owner of this policy.

5 I0599

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
4. DEATH BENEFIT
- ------------------------------------------------------------------------------------------------------------------------------------

The Death Benefit is payable when the Insured dies while the policy is in full
force. The Death Benefit will equal the death benefit of the policy minus any
indebtedness on the date of death. If the Insured dies during the grace period,
we reserve the right to deduct the amount of any unpaid charges as defined in
Section 9. The death benefit of the policy depends on which of the following
Options is selected at the time the policy is issued. The determination of the
death benefit under each of these Options will be affected by withdrawals as
described in Section 11:

Option A: Level Death Benefit: The death benefit of the policy is the
greater of: (i) the Sum Insured; and (ii) the Account Value on the date of
death times the applicable Corridor Factor shown in Section 2.

Option B: Variable Death Benefit: The death benefit of the policy is the
greater of: (i) the Sum Insured plus the Account Value on the Date of
Death; and (ii) the Account Value on the Date of Death times the applicable
Corridor Factor shown in Section 2.

You may change between death benefit options A and B after issue, subject to our
administrative rules then in effect.
However, changing from option A to B will require evidence of insurability.

If, however, the Insured reaches attained age 100, Death Benefit Options A and B
(described above) will cease to apply. While the policy is in full force, on the
policy anniversary nearest the Insured's 100th birthday, we will automatically
set the Sum Insured equal to zero, and discontinue deduction of the Sales &
Administrative Charge, the Cost of Insurance Charge, and the sum of the charges
for ratings and riders which are part of the policy, if applicable, from the
Account Value. As a result of such changes, the death benefit of the policy will
thereafter be equal to the Account Value, and the applicable Corridor Factor
will be 1.00. In no event will premium payments be accepted after the effective
date of the Sum Insured being set equal to zero.

- ------------------------------------------------------------------------------------------------------------------------------------
5. PAYMENTS
- ------------------------------------------------------------------------------------------------------------------------------------

Payments under the policy shall be made only to us at our Servicing Office. A
premium reminder notice for Planned Premiums, as shown in the application for
the policy, will be sent to you at the beginning of each payment interval.

When we receive a payment, we first deduct any amount specified as payment of
accrued interest on loans then due under Section 10 and any amount specified as
loan repayment. The remainder will constitute Premium. We then deduct the
Premium & DAC Tax Charge, and the premium-based Sales & Administrative Charge,
if applicable. The remainder will constitute Net Premium.

If coverage under the policy takes effect in accordance with the provisions of
the application, we will process any premium payment as of the day we receive
it, unless one of the following exceptions applies:

(i) We will process a payment received prior to the Date of Issue as if received
on the Date of Issue;

(ii) We will process the portion of any premium payment for which we require
evidence of the Insured's continued insurability on the first Valuation Date
after we have received such evidence and found it satisfactory to us;

(iii) We will process the portion of any premium payment that causes a tax
problem on the first Valuation Date only after we have received written
instructions satisfactory to us from the owner to process such portion of the
premium payment.

Subject to our maximum limits, you may pay Premiums in excess of the Target
Premium or the Planned Premium while the policy is in full force. We may require
evidence of insurability for such excess premiums. The provisions of this
policy, however, are to be interpreted to ensure or maintain qualification as a
life insurance contract for federal tax purposes, notwithstanding any other
provisions to the contrary. If at any time the premiums paid under the Policy
exceed the amount allowable for such tax qualification, such excess amount shall
be removed from the policy as of the date of its payment, together with
investment experience thereon from such date, and any appropriate adjustment in
the Death Benefit shall be made as of such date. This excess amount (plus or
minus any investment experience) shall be refunded to you no later than 60 days
after the end of the applicable Policy Year. If this excess amount (plus or
minus any investment experience) is not refunded by then, the Sum Insured under
the policy shall be increased retroactively so that at no time is the Death
Benefit ever less than the amount necessary to ensure or maintain such tax
qualification. In no event, however, will we refuse to accept any premium
necessary to prevent the policy from terminating.

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
6. GUARANTEED DEATH BENEFIT FEATURE
- ------------------------------------------------------------------------------------------------------------------------------------

The Guaranteed Death Benefit feature guarantees that your policy will not
terminate, (and therefore the death benefit will remain in effect), regardless
of Account Value, if, on a Processing Date, the amount of cumulative premiums
you have paid (less all withdrawals and outstanding loans taken from the policy)
equals or exceeds a defined minimum as of that date. The defined minimum is the
"Guaranteed Death Benefit Premium" (or "GDB Premium") applicable on the date in
question multiplied by the number of Processing Dates since the Date of Issue.

There are three types of GDB Premium:

o One that will guarantee the death benefit until the end of the fifth
Policy Year ("5 Year GDB Premium");

o Another that will guarantee the death benefit until the policy
anniversary nearest the Insured's 75th birthday ("Age 75 GDB
Premium"); and

o A third that will guarantee the death benefit until the policy
anniversary nearest the Insured's 100th birthday ("Age 100 GDB
Premium").

The Age 75 GDB Premium only applies if the Insured is age 70 or less on the Date
of Issue. You can find these premiums, if applicable, in the Specifications
section of the policy. These premiums, however, may change in the event of any
change in Sum Insured or any change in the death benefit option. Each time we
test to see if this feature is still in effect, we will use the lowest of the
GDB Premiums that is still in effect. If there are monthly charges that remain
unpaid because of this feature, we will deduct such charges when there is
sufficient Surrender Value to pay them. In the statement described in Section
16, we will notify you of whether this feature was in effect at the end of the
period to which the statement applies.

- ------------------------------------------------------------------------------------------------------------------------------------
7. GRACE PERIOD
- ------------------------------------------------------------------------------------------------------------------------------------

If, at the end of any Processing Date, the Surrender Value is less than the
total of all Section 9 charges for that Processing Date and the Guaranteed Death
Benefit Feature is not in effect, the policy will be deemed to be in default as
of the end of such Processing Date. We will send a notice to your last known
address specifying the minimum amount you must pay to cure the default (the
"Default Payment").

The Default Payment will be a payment which, after deduction of all Section 5
charges (i.e., Premium & DAC Tax Charge, and Sales & Administrative Charge) will
be an amount not to exceed: (i) any and all Section 9 charges unpaid prior to
the date of default plus (ii) the total of all Section 9 charges for the date of
default and the next two Processing Dates, where the charges for each of the
next two Processing Dates are assumed to be equal to such charges on the date of
default.

Any amount in default may be paid within a grace period of 61 days after the
date of default. We will send notice to your last known address at least 31 days
before the end of the grace period specifying the minimum payment that you must
make to continue the policy in force beyond the end of the grace period.

If a payment at least equal to the Default Payment is received before the end of
the grace period, the policy will then no longer be in default. Any payment
received will be processed as of the date of receipt. When payment is received,
any Section 9 charges which are past due and unpaid will be deducted from the
Account Value.

If a payment at least equal to the Default Payment is not received by the end of
the grace period, then the policy will lapse and will not be in full force. No
Rider provisions will be in effect after the policy ceases to be in full force.
If the Insured dies during the grace period, we reserve the right to deduct from
the proceeds any unpaid charges and costs.

7 I0799

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
8. ACCOUNT VALUE
- ------------------------------------------------------------------------------------------------------------------------------------

The Account Value as of the end of any Valuation Period is derived as follows:

a) We will determine the value of each Subaccount as of the close of
business on the last day of the Valuation Period in accordance with
Section 13. ("Close of business" generally means 4:00pm, Eastern
Standard Time.)

(b) We will then determine the share of this policy in each Subaccount
and the total value of such shares.

(d) We will then add any Net Premium received during the Valuation
Period to the value derived in (c) above.

(e) If applicable, we will then compute and deduct all Section 9
charges in the manner specified in Section 9.

- ------------------------------------------------------------------------------------------------------------------------------------
9. CHARGES
- ------------------------------------------------------------------------------------------------------------------------------------

In computing the Account Value as of the end of the Date of Issue or any
Processing Date, we will compute and deduct, in order, each of the charges (a)
through (d), where:

(a) is the Mortality and Expense charge;

(b) is the Sales & Administrative Charge deducted from Account Value;

(d) is the sum of the charges for ratings and Riders which are part of
the policy, if applicable.

The Cost of Insurance on the Date of Issue or on any Processing Date is an
amount equal to the applicable Applied Monthly Rate multiplied by the Net Amount
at Risk on the Date of Issue or such Processing Date. Each Cost of Insurance
charge is deducted in advance of the insurance coverage to which it applies.

The Net Amount at Risk is the amount determined by subtracting (a) from the
greater of (b) or (c) where:

(a) is the Account Value at the end of the Valuation Date (after deducting
all Section 9 charges due on that Valuation Date);

(b) (i) is the Sum Insured divided by 1.00327 for death benefit option A;
or
(ii) is the Sum Insured divided by 1.00327 plus the Account Value
for death benefit option B; and

(c) (i) is the amount defined in (a) multiplied by the applicable
Corridor Factor as shown in Section 2 for death benefit options A
and B.

The Applied Monthly Rates are the actual rates used to calculate the Cost of
Insurance. We will determine the Applied Monthly Rates to be used for this
policy. They will not exceed the Maximum Monthly Rates shown in the applicable
Table of Rates in Section 2. The Applied Monthly Rates will be based on our
expectations of future mortality experience. They will be reviewed at least once
every 5 Policy Years. Any change in Applied Monthly Rates will be made on a
uniform basis for insureds of the same sex, Issue Age, and premium class,
including tobacco use status, and whose policies have been in force for the same
length of time.

- ------------------------------------------------------------------------------------------------------------------------------------
10. LOANS
- ------------------------------------------------------------------------------------------------------------------------------------

You may borrow money from us on receipt at our Servicing Office of a completed
form satisfactory to us assigning the policy as the only security for the loan.

Loans may be made after the first Policy Year if a Loan Value is available. Each
loan must be for at least $300. We may defer loans as provided by law or as
provided in Section 20. Loans may not be made if the policy is in the grace
period.

The Loan Value while the policy is in full force will be an amount equal to (i)
the Surrender Value, less (ii) 12 times the monthly charges then being deducted
from the Account Value, multiplied by (iii) the ratio of 1 plus the interest
rate credited on Loan Assets, divided by 1 plus the interest rate charged on the
loan.

Values will be determined, subject to the "Deferral of Determinations and
Payments" provision, at the end of the Valuation Period in which the date of
receipt of the loan application at our Servicing Office occurs. The interest
charged on any loan will be at an effective annual rate of 4%. Loan interest
will accrue daily and will be payable on each Annual Processing Date and on the
date the loan is settled. Accrued interest will be added to the loan daily and
will bear interest from that date.

A loan may be repaid in full or in part at any time before the Insured's death,
and while the policy is in full force.

<PAGE>

When excess indebtedness occurs, the policy will terminate at the end of the
Valuation Period in which the 31st day after the Notice Date occurs if such
excess has not been repaid by that date. "Excess indebtedness" is the amount by
which indebtedness exceeds an amount equal to the Account Value less any
Surrender Charge then in effect. "Notice Date" is the date on which notice of
excess indebtedness is mailed to you and any assignee of record with us at the
address last known to us.

Loan Assets are the total of all loans advanced plus interest credited on each
loan amount measured from the date of the loan. When a loan is made, the amount
of the loan will be transferred to Loan Assets. The interest rate credited to
Loan Assets is fixed. The interest credited to Loan Assets will be added to the
loan daily and will bear interest from that date at the same rate. The effective
annual rate of interest credited to Loan Assets for Policy Years 1-9 is 3%.

The effective annual rate of interest credited to Loan Assets for Policy Years
10 and after is 4%. The amount transferred to Loan Assets will be removed from
the Subaccounts in proportion to your policy investment in each Subaccount on
the date such loan is made (unless you designate different proportions in your
loan request) . Upon loan repayment, the same proportionate amount of the entire
loan as was borrowed from the Fixed Account will be repaid to the Fixed Account.
The remainder of the loan repayment will be allocated to the appropriate
Subaccounts as stipulated in the current Subaccount Investment Option (unless
you designate a different allocation with your repayment).

- ------------------------------------------------------------------------------------------------------------------------------------
11. SURRENDERS AND WITHDRAWALS
- ------------------------------------------------------------------------------------------------------------------------------------

We will determine and pay the Surrender Value of the policy if the Insured is
then alive, subject to Section 20, and the policy will terminate, as of the end
of the Valuation Period in which we receive at our Servicing Office (i) written
notice requesting surrender of the policy, and (ii) the surrendered policy.

While the policy is in full force, the Surrender Value will be an amount equal
to the Account Value less any Surrender Charge then in effect, and less any
indebtedness.

You may request a withdrawal of part of the Surrender Value in accordance with
our rules then in effect. For each withdrawal, we reserve the right to make a
charge to the Account Value of an amount not to exceed the lesser of $20 or 2%
of the withdrawal amount. The amount of the withdrawal and its related charge
will be removed from the Subaccounts in proportion to your policy investment in
each Subaccount on the date such withdrawal is made, unless you designate
different proportions in your withdrawal request. Each withdrawal must be at
least $500. We will not permit the portion of any withdrawal and its related
charge that causes the Surrender Value to fall below 3 months' worth of Section
9 charges. Nor will we permit the portion of any withdrawal and its related
charge that causes the policy to fail qualification as a life insurance contract
for federal tax purposes.

With respect to determining the death benefit under Death Benefit Option A
(Level Death Benefit), an amount equal to any withdrawal and its related charge
will be deducted from the Account Value until the Account Value multiplied by
the appropriate Corridor Factor becomes equal to the Sum Insured. After that
point is reached, both the Sum Insured and the Account Value will each be
reduced by an amount equal to any remaining withdrawal amounts. Your Death
Benefit will continue to be determined in accordance with Section 4.

With respect to determining the death benefit under Death Benefit Option B
(Variable Death Benefit), an amount equal to any withdrawal and its related
charge will be deducted from the Account Value. Withdrawals will not affect the
Sum Insured. Your Death Benefit will continue to be determined in accordance
with Section 4.

- ------------------------------------------------------------------------------------------------------------------------------------
12. BASIS OF COMPUTATIONS
- ------------------------------------------------------------------------------------------------------------------------------------

Minimum surrender values, reserves and net single premiums referred to in the
policy, if any, are computed on the basis of the Commissioners 1980 Standard
Ordinary Mortality Tables with percentage ratings, if applicable, and based on
the underwriting class and tobacco use status of the Insured on the Date of
Issue. The computations are made using interest at the rate of 4% a year and
using continuous functions.

The Account Value while the policy is in full force is computed as described in
Section 8. A detailed statement of the method of computation of values has been
filed with insurance supervisory officials of the jurisdiction in which this
policy has been delivered or issued for delivery. The values are not less than
the minimum values under the law of that jurisdiction.

Any values, reserves and premiums applicable to any provision for an additional
benefit shall be specified in the provision and have no effect in determining
the values available under the provisions of this Section 12.

9 I0999

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
13. SEPARATE ACCOUNT AND FIXED ACCOUNT
- ------------------------------------------------------------------------------------------------------------------------------------

We will allocate Net Premiums, other credits, and charges to the Variable
Accounts and the Fixed Account in accordance with Section 14. We will allocate a
proportional share of the investment results of the Variable Accounts to your
policy. We reserve the right to make a charge for any applicable income taxes.

The assets of the Variable Accounts will be invested in shares of corresponding
Funds of a Series Fund. The Funds will be valued at the end of each Valuation
Period at a fair value in accordance with applicable law. We will deduct
liabilities attributable to a Variable Account when determining the value of a
Variable Account. The Variable Accounts available on the Date of Issue of this
policy are shown in the Prospectus for this policy, along with any investment
management fees associated with the corresponding Funds.

The assets of the Separate Account are the property of the Company. They shall
be available to cover liabilities of our general account only to the extent that
the assets of the Separate Account exceed the liabilities of the Separate
Account arising under the variable life insurance policies supported by the
Separate Account.

We reserve the right to make certain changes if, in our judgment, they would
best serve the interests 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.

Examples of the changes we may make include the following:

(a) To operate a Separate Account in any form permitted under the
Investment Company Act of 1940, or in any other form permitted by
law.

(b) To take any action necessary to comply with or obtain and continue
any exemptions from the Investment Company Act of 1940.

(c) To transfer any assets in a Variable Account to another Variable
Account; or to add, combine or remove Subaccounts.
(d) To substitute, for the investment company stock held in any Fund,
another class of stock of the investment company or the stock of
another investment company or any other investment permitted by
law.
(e) To make any other necessary technical changes in this policy in
order to conform with any action this provision permits us to
take.

If any of these changes results in a material change in the underlying
investments of Variable 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 Subaccount Investment Option and the Variable Account Transfer
Provision.
- ------------------------------------------------------------------------------------------------------------------------------------
14. ALLOCATION TO SUBACCOUNTS
- ------------------------------------------------------------------------------------------------------------------------------------

On the Date of Issue and during the first 19 days after the Date of Issue, Net
Premiums will be invested in the Money Market Subaccount. On the 20th day after
the Date of Issue, we will reallocate the amount in the Money Market in
accordance with the Subaccount Investment Option then in effect. On and after
the 20th day after the Date of Issue, we shall allocate Net Premiums and other
credits among the Subaccounts in accordance with the Subaccount Investment
Option then in effect. You may elect to change the Subaccount Investment Option
at any time. A change will be effective at the end of the Valuation Period in
which we receive notice satisfactory to us. The Subaccount Investment Option
must always be expressed in whole number percentages.

We will allocate any charges under Section 9 among the applicable Subaccounts in
proportion to the value of your policy investment in each Subaccount on the date
of the charge.

<PAGE>

Account Transfer Restrictions

General Restrictions
- --------------------
Subject to the limitations below, you may elect to transfer amounts among the
Subaccounts at any time while the policy is in full force. We reserve the right
to (i) impose limits on the number of such transfers in any Policy Year to any
number greater than 12, (ii) impose limits on the frequency of such transfers,
and (iii) impose a charge for each transfer that exceeds 12 in any Policy Year.
Such charge will not exceed $25 per transfer. A transfer will be effective at
the end of the Valuation Period in which we receive notice satisfactory to us.
The maximum number of Subaccounts in which Accumulated Value may be held will be
subject to our rules in effect at the time of transfer.

Restrictions on Transfers to Subaccounts
- ----------------------------------------
Without our prior approval, the maximum amount which may be transferred to a
Subaccount in any Policy Year is $1,000,000.

Restrictions on Transfers to and from the Fixed Account
- -------------------------------------------------------
At any time during the first two Policy Years, you may elect to transfer all
assets held in the Variable Accounts to the Fixed Account. No charge will be
made for any such transfer, regardless of the number of transfers previously
made. We reserve the right to impose restrictions on transfers to the Fixed
Account after the first two Policy Years. Transfers from the Fixed Account will
be permitted only once in each Policy Year. The maximum transfer amount in each
Policy Year is 20% of the value of the Fixed Account as of the effective date of
the transfer, or $500, if greater. We may defer the transfer for up to 6 months
after the date your election would have been effective.
- ------------------------------------------------------------------------------------------------------------------------------------
15. INVESTMENT POLICY CHANGES
- ------------------------------------------------------------------------------------------------------------------------------------

The investment policy of the Funds shall not be materially changed unless a
statement of the change is filed with, and not disapproved by, the Insurance
Commissioner of Massachusetts. In the event of such a change in investment
policy, and while this policy is in full force you may elect a transfer in
accordance with Section 14 within 60 days after (i) the effective date of the
material change or (ii) the receipt of a notice of the available options,
whichever is later. No charge will be made for any such transfer (regardless of
the number of transfers previously made), which will be effective as of the end
of the Valuation Period in which we receive the notice. If required, any
statement of material change filed with the Insurance Commissioner of
Massachusetts will be filed with the insurance supervisory officials of the
jurisdiction in which this policy is delivered or issued for delivery.
- ------------------------------------------------------------------------------------------------------------------------------------
16. REPORTS TO OWNER
- ------------------------------------------------------------------------------------------------------------------------------------

While the policy is in full force, we will send you a statement at least
annually setting forth the following information:
(a) The Death Benefit and Account Value as of the date of the report;
(b) Payments received and charges made since the last report;
(c) Withdrawals since the last report; and
(d) Loan information.
We will furnish other reports if required by law or regulation.
- ------------------------------------------------------------------------------------------------------------------------------------
17. REINSTATEMENT
- ------------------------------------------------------------------------------------------------------------------------------------

Subject to meeting the following conditions, the policy may be reinstated within
3 years after the date termination occurs under the grace period provision. The
requirements for reinstatement are:

(l) We have received a written application for reinstatement.

(2) We have received evidence of insurability satisfactory to us.

(3) We have received a payment which, after deduction of all Section 5
charges (i.e., Premium & DAC Tax Charges, and the premium-based
Sales & Administrative Charge) is at least equal to the sum of (i)
all unpaid charges described in Section 9, plus interest on each
such charge from the date due up to and including the date of
reinstatement at an annual effective rate of 6%, plus (ii) the
total of all Section 9 charges for the three Processing Dates next
following the date of reinstatement, where the charges for each of
the next three Processing Dates are assumed to be equal to such
charges on the date of default.

11 I1199

<PAGE>

(4) We have approved the application for reinstatement and verified
receipt of items (2) and (3) above.

On the date of reinstatement (i) the death benefit of the policy will be the
same as if no lapse had occurred and (ii) the policy will have indebtedness
equal to any indebtedness at the end of the day immediately preceding the date
of reinstatement.

The Account Value on the date of reinstatement will be the amount specified in
(3) above, (i) less the sum of all Section 9 charges that would have been made
from the date of lapse to the date of reinstatement if the policy had not
lapsed, (ii) less interest on each such charge at an effective annual rate of 6%
from the date such charge would have been due up to and including the date of
reinstatement, (iii) plus any Surrender Charge made on the date of lapse.

- ------------------------------------------------------------------------------------------------------------------------------------
18. OWNER, CONTINGENT OWNER, BENEFICIARY
- ------------------------------------------------------------------------------------------------------------------------------------

The Owner, the Contingent Owner (if any) and the Beneficiary will be as shown in
the application unless you change them or they are changed by the terms of this
provision.

You shall have the sole and absolute power to exercise all rights and privileges
without the consent of any other person unless you provide otherwise by written
notice; but if a person other than the Insured applied for this policy and you
have not reached the age of majority, only the court-appointed guardian of your
estate may exercise your rights. If you die, the Contingent Owner will become
the Owner. If there is no surviving Contingent Owner, the Insured will become
the Owner.

If the Insured dies and has no surviving Beneficiary, you will be the
Beneficiary, but if you were the Insured, your estate will be Beneficiary.

While the Insured is alive, you may change the Owner, Contingent Owner and
Beneficiary by written notice. You may also revoke any change of Owner prior to
its effective date by written notice. No change or revocation will take effect
unless we acknowledge receipt on the notice. If such acknowledgment occurs, then
(i) a change of Beneficiary will take effect on the date the notice is signed,
and (ii) a change or a revocation of Owner will take effect as of the date
specified in the notice, or if no such date is specified, on the date the notice
is signed. A change or revocation will take effect whether or not you or the
Insured is alive on the date we acknowledge receipt. A change or revocation will
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.

- ------------------------------------------------------------------------------------------------------------------------------------
19. INTEREST ON PROCEEDS
- ------------------------------------------------------------------------------------------------------------------------------------

In the event of the Insured's death, we will pay interest on proceeds in one sum
from the date of death to the date of payment, at a rate not less than 3 1/2%
a year.
- ------------------------------------------------------------------------------------------------------------------------------------
20. DEFERRAL OF DETERMINATIONS AND PAYMENTS
- ------------------------------------------------------------------------------------------------------------------------------------

During any period when the New York Stock Exchange is closed for trading (except
for normal holiday closings) or when the Securities and Exchange Commission has
determined that a state of emergency exists which may make payment impractical,
or the Commission by order permits postponement for the protection of our
policyholders, we reserve the right to do the following:

(1) To defer determination of the Account Value, and if such
determination has been deferred, to defer:

(a) determination of the values for a loan as of the end of the
Valuation Period in which we receive the loan application at our
Servicing Office, and

(b) payment of the loan.

(2) To defer determination, application, processing, or payment of a
Surrender Value or any other policy transaction dependent upon
Account Value.

A deferral, as described above, will be applicable only if any portion of the
Account Value is invested in a Variable Account.

Except as provided in this provision we will make payment of the Death Benefit,
any Surrender Value, any withdrawal, or any loan amount within 7 days of the
date it becomes payable.

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
21. CLAIMS OF CREDITORS
- ------------------------------------------------------------------------------------------------------------------------------------

The proceeds and any income payments under the policy will be exempt from the
claims of creditors to the extent permitted by law. These proceeds and payments
may not be assigned or withdrawn before becoming payable without our agreement.
- ------------------------------------------------------------------------------------------------------------------------------------
22. ASSIGNMENT
- ------------------------------------------------------------------------------------------------------------------------------------

Your interest in this policy may be assigned without the consent of any
revocable Beneficiary. Your interest, any interest of the Insured 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.

- ------------------------------------------------------------------------------------------------------------------------------------
23. INCONTESTABILITY
- ------------------------------------------------------------------------------------------------------------------------------------

This policy, except any provision for a disability benefit, shall be
incontestable after it has been in force during the lifetime of the Insured for
2 years from its Date of Issue, except for nonpayment of premium and fraud.
However, if we require evidence of insurability with respect to any payment we
are authorized to refuse under Section 5, any increase in the Death Benefit
resulting from such payment shall be incontestable after such increase has been
in force during the lifetime of the Insured for 2 years from the effective date
of such increase. Further, any reinstatement will be contestable as to material
misrepresentations in the reinstatement application for 2 years from the
effective date of such reinstatement.

- ------------------------------------------------------------------------------------------------------------------------------------
24. MISSTATEMENTS
- ------------------------------------------------------------------------------------------------------------------------------------

If the age or sex of the Insured has been misstated, we will adjust the Sum
Insured and every other benefit to that which would have been purchased at the
correct age or sex by the most recent Cost of Insurance charge deducted under
Section 9.
- ------------------------------------------------------------------------------------------------------------------------------------
25. SUICIDE
- ------------------------------------------------------------------------------------------------------------------------------------

If the Insured commits suicide, while sane or insane, within 2 years from the
Date of Issue, the policy will terminate on the date of such suicide and we will
pay (in place of all other benefits, if any) an amount equal to the premiums
paid less the amount of any indebtedness on the date of death and less any
withdrawals under Section 11. If the Insured commits suicide, while sane or
insane, after 2 years from the Date of Issue and within 2 years from the
effective date of any increase in the Death Benefit resulting from any payment
of Premium we are authorized to refuse under Section 5, the benefits payable
under the policy will not include the amount of such Death Benefit increase but
will include the amount of such Premium.

- ------------------------------------------------------------------------------------------------------------------------------------
26. THE CONTRACT
- ------------------------------------------------------------------------------------------------------------------------------------

The written application for the policy is attached at issue. The entire contract
between the applicant and us consists of the policy and such application.
However, additional written applications for policy changes or acceptance of
excess payment under Section 5 may be submitted to us after issue and such
additional applications may become part of the policy. All statements made in
any application shall, in the absence of fraud, be deemed representations and
not warranties. We will use no statement made by or on behalf of the Insured to
defend a claim under the policy unless it is in a written application. Policy
years, policy months, and policy anniversaries are measured from the Date of
Issue. Any reference in this policy to a date means a calendar day ending at
midnight local time at our Servicing Office. An exchange of this policy for a
new policy on a different plan may be made by agreement between you and us in
accordance with our published rules in effect at the Date of Issue.

We reserve the right to make any changes necessary in order to keep this policy
in compliance with any changes in federal or state tax laws. Other changes in
this policy may be made by agreement between you and us. Only the President,
Vice President, or the Secretary of the Company has authority to waive or agree
to change in any respect any of the conditions or provisions of the policy, or
to extend credit or to make an agreement for us.

13 I1399

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
27. SETTLEMENT PROVISIONS
- ------------------------------------------------------------------------------------------------------------------------------------

Optional Methods of Settlement

You may choose to receive proceeds from the policy as a single sum. This
includes proceeds that become payable because of death or full surrender.
Alternatively, you can elect to have proceeds of $1,000 or more applied to an
optional method of payment. Income for a 10 year Fixed Period will always be
available as an option. Other options may be available if mutually agreed upon,
and will require a supplementary agreement. We shall annually declare the rate
of interest or amount of payment for any option.

You may choose an option by written notice during the lifetime of the Insured.
The choice must be made before the proceeds become payable. If you have made no
effective choice, the Payee may make one by written notice within: (a) 6 months
after the Insured's death; or (b) 2 months after the date on which the proceeds,
if any, are payable in any case except death.

No choice of an option may provide for payments of less than $50.00. The Payee
under an option shall be the Insured or the Beneficiary.

No option may be chosen without our consent if the proceeds are payable: (1) in
any case, except death, before the policy has been in force on the same plan for
at least 5 years; or (2) in any case to an executor, administrator, trustee,
corporation, partnership, association, or assignee.

A Payee may, by written notice, name and change a Contingent Payee to receive
any final amount that would otherwise be payable to the Payee's estate.

<PAGE>

****** THIS PAGE IS INTENTIONALLY LEFT BLANK ******

<PAGE>

Communications about this policy may be sent to the Company at the IPL Servicing
Office, [Department 5111, PO Box 30000, Hartford, CT 06150-5111].

Variable Life Insurance policy
Flexible Premiums
Death Benefit payable at death of Insured
Not eligible for dividends
Benefits and premiums and the policy class are shown in the Specifications
Section of the policy.

99VULIPL IBP99 Printed in U.S.A.
</TABLE>

EXHIBIT 1. A(6)(a)

STATEMENT OF ORGANIZATION BY INCORPORATOR(S)

MONY PENSION INSURANCE CORPORATION

The undersigned, being the sole incorporator of MONY Pension
Insurance Corporation, a Delaware corporation, pursuant to Section 108(c) of the
General Corporation Law, makes the following statement and takes the following
action to organize said Corporation:

FIRST: The Certificate of Incorporation of MONY Pension
Insurance Corporation was filed with the Secretary of State of Delaware on the
27th day of May, 1981 and a certified copy was recorded in Kent County on that
same date.

SECOND: The By-Laws annexed hereto are hereby adopted as the
By-Laws of the Corporation.

THIRD: The following named persons are hereby elected as the
directors of the Corporation to hold office until the first annual meeting of
stockholders or until their successors are elected and qualify:

E.E. Blakeslee
R.T. Borah
R.L. Lindsay
G.E. Perry
H.S. Romaine
L.P. Roth
F.A. Spooner
F.L. Smith
P.S. Stutts

<PAGE>

IN WITNESS WHEREOF, I have signed this instrument at New York,
New York on the 16th day of July, 1981.

/s/ Marianne Dowling
--------------------
MARIANNE DOWLING
Incorporator

<PAGE>

CERTIFICATE OF INCORPORATION
OF
MONY PENSION INSURANCE CORPORATION

THE UNDERSIGNED, in order to form a corporation for the
purposes hereinafter stated, under and pursuant to the provisions of the
General Corporation Law of the State of Delaware, does hereby certify as
follows:

FIRST: The name of the Corporation is:

MONY PENSION INSURANCE CORPORATION

SECOND: The registered office of the Corporation is to be located at
306 South State Street, in the City of Dover, County of Kent, State of Delaware.
The name of its Registered Agent at that address is United States Corporation
Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

Without limiting in any manner the scope and generality of the
foregoing, it is hereby provided that the Corporation shall have the following
purposes, objects and powers:

(a) To engage in the insurance, annuity and reinsurance business,
all as authorized by the State of Delaware, as such laws may be
amended from time to time, and in business activities incidental
or ancillary to such insurance, annuity and reinsurance
business.

<PAGE>

(b) To improve, manage, develop, sell, assign, transfer, lease,
mortgage, lease or otherwise dispose of or turn to account or
deal with all or any part of the property of the Corporation and
from time to time to vary any investment or employment of
capital of the Corporation.

(c) To borrow money, and to make and issue notes, bonds, debentures,
obligations and evidences of indebtedness of all kinds, whether
secured by mortgage, pledge or otherwise, without limit as to
amount, and to secure the same by mortgage, pledge or otherwise;
and generally to make and perform agreements and contracts of
every kind and description, including contracts of guaranty and
suretyship.

(d) To lend money for its corporate purposes, invest and reinvest
its funds, and take, hold and deal with real and personal
property as security for the payment of funds so loaned or
invested.

(e) To the same extent as natural persons might or could do, to
purchase or otherwise acquire, and to hold, own, maintain, work,
develop, sell, lease, exchange, hire, convey, mortgage or
otherwise dispose of and deal in lands and leaseholds, and any
interest, estate and rights in real property, and any personal
or mixed property, and any franchises, permits, trademarks,
patents, copyrights, licenses, privileges or other rights
necessary, convenient or appropriate for any of the purposes
herein expressed.
-2-

<PAGE>

(f) To carry out any object, purpose or power herein set out as
principal or agent, and alone or with any associates, and to
participate with others in any corporation, partnership, limited
partnership, joint venture, or other association of any kind, or
in any transaction, undertaking or arrangement which the
Corporation would have power to conduct by itself, whether or
not such participation involves sharing or delegation of control
with or to others; and to be an incorporator, promotor or
manager of other corporations of any type or kind.

(g) To pay pensions and establish and carry out pension, profit
sharing, stock option, stock purchase, stock bonus, retirement,
benefit, incentive and commission plans, trusts and provisions
for any or all of its directors, officers and employees, and for
any or all of the directors, officers and employees of its
subsidiaries; and to provide insurance for its benefit on the
life of any of its directors, officers or employees, or on the
life of any stockholder for the purpose of acquiring at his
death shares of its stock owned by such stockholder.
-3-

<PAGE>

(h) To acquire by purchase, subscription or otherwise, and to
hold for investment or otherwise and to use, sell, assign,
transfer, mortgage, pledge or otherwise deal with or dispose
of stocks, bonds or any other obligation or securities of any
corporation or corporations or of any other entity; to merge
or consolidate with any corporation in such manner as may be
permitted by law; to aid in any manner any corporation or
entity whose stocks, bonds or other obligations are held or in
any manner guaranteed by this Corporation, or in which this
Corporation is in any way interested; and to do any other acts
or things for the preservation, protection, improvement or
enhancement of the value of any such stock, bonds or other
obligations; and while owner of any such stock, bonds or other
obligations to exercise all the rights, powers and privileges
of ownership thereof, and to exercise any and all voting
powers thereon; and to guarantee the obligations of other
corporations or entities, including the payment of dividends
upon any stock of, and the principal and/or interest of any
bonds of, and including the payment or performance of any
contract or other obligations of, any other corporations or
entities.

-4-

<PAGE>

(i) To issue and sell shares of its own capital stock in such
amounts and on such terms and conditions, for such purposes and
for such amount or kind or consideration (including, without
limitation thereto, securities) now or hereafter permitted by
the laws of the State of Delaware, and by this Certificate of
Incorporation, as its Board of Directors may determine.

(j) To purchase or otherwise acquire, redeem, hold, dispose of,
resell, transfer, reissue or cancel (all without the vote or
consent of the stockholders of the Corporation) shares of its
capital stock, in any manner and to the extent now or hereafter
permitted by the laws of the State of Delaware, and by this
Certificate of Incorporation.

(k) To conduct its business in all its branches at one or more
offices in Delaware and elsewhere in any part of the world,
without restriction or limit and to own or maintain or hold any
of its property or assets within or without the State of
Delaware and elsewhere in any part of the world without
restriction or limit.

(l) To cause or allow the legal title to, or any legal or equitable
interest in, any security or any other real or personal property
of the Corporation to remain or be vested or registered in the
name of any other person, whether upon trust for, or as agent or
nominee of, the Corporation or otherwise for its account or
benefit.
-5-

<PAGE>

(m) To act as agent or representative, broker or factor for, or as
consultant or financial or technical adviser to, any person and
undertake and carry on the management of the affairs of such
person.

(n) To do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes or the attainment of any
of the objects or the furtherance of any of the powers
hereinbefore set forth, either alone or in association with
other corporations, firms or individuals, and to do every other
act or acts, thing or things incidental or appurtenant to or
growing out of or connected with the aforesaid business or
powers or any part or parts thereof, provided the same be not
inconsistent with the laws under which this Corporation is
organized.

(o) To issue policies or contracts with or without participation in
profits, savings, unabsorbed portions of premiums, or surplus;
to classify policies issued and perils insured on a
participating and nonparticipating basis, and to determine the
right to participate and the extent of participation of any
class or classes of policies, all in such manner as shall be
consistent with applicable law.

-6-

<PAGE>

(p) The enumeration herein of the objects and purposes of the
Corporation shall be construed as powers as well as objects and
purposes and shall not be deemed to exclude by inference any
powers, objects or purposes which the Corporation is empowered
to exercise, whether expressly, by force of the laws of the
State of Delaware now or hereafter in effect, or impliedly by
the reasonable construction of the said laws.

FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 20,000 shares of common stock of a
par value of $100 per share.

FIFTH: The name and mailing address of the incorporator is as
follows:

Name Mailing Address
---- ---------------

Marianne Dowling 1740 Broadway
New York, NY 10019

SIXTH: The following provisions are set out herein in
furtherance and not in limitation of powers conferred by statute or in Article
Third hereof:

(a) The business affairs of the Corporation shall be managed by the
Board of Directors of the Corporation except as otherwise
provided by law.

(b) The Board of Directors shall have power without the assent or
vote of the stockholders to make, alter, amend, change, add

-7-

<PAGE>

to or repeal the By-Laws of the Corporation except as may be
otherwise specified in the By-Laws, but any By-Law adopted by
the Board of Directors may be amended or repealed by a majority
of the shareholders entitled to vote thereon; to fix and vary
the amount to be reserved for any proper purpose; to authorize
and cause to be executed mortgages and liens upon all or any
part of the property of the Corporation; to determine the use
and disposition of any surplus or net profits; and to fix the
times for the declaration and payment of dividends.
(c) The number of directors of the Corporation shall be such as from
time to time fixed by, or in the manner provided in, the By-Laws
of the Corporation. Elections of directors need not be by ballot
unless the By-Laws shall so provide.

(d) None of the directors need be a stockholder of the Corporation
or a resident of the State of Delaware.

(e) Any director or any officer elected or appointed by the
stockholders or by the Board of Directors may be removed at
any time in such manner and under such circumstances as shall be
provided in the By-Laws of the Corporation.

(f) The Board of Directors shall have the power to determine, from
time to time, whether and to what extent the accounts

-8-

<PAGE>

and books of this Corporation, or any of them, shall be open to
the inspection of the stockholders; and no stockholder shall
have any right of inspecting any account, or book, or document
of this Corporation, except as conferred by applicable law or
the By-Laws, or by resolution of the Board of Directors or of
the stockholders.

(g) The stockholders and directors shall have power to hold their
meetings and keep the books, documents and papers of the
Corporation outside the State of Delaware, at such places as may
be from time to time designated by the By-Laws or by resolution
of the stockholders or directors, except as otherwise required
by the laws of Delaware.

(h) The Corporation may in its By-Laws confer powers upon the Board
of Directors in addition to the foregoing so long as such
conferment is not contrary to law.

(i) The Board of Directors may designate one or more committees,
each committee to consist of two or more of the Directors of the
Corporation, which, to the extent provided in a

-9-

<PAGE>

resolution or resolutions of the Board of Directors or in the
By-Laws, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the
Corporation, including all powers herein or in the By-Laws
specifically granted to the Board of Directors, except those
powers which such committees are, by law, prohibited to
exercise, and which shall have power to authorize the seal of
the Corporation to be affixed to all papers which may require
it. Such committee or committees shall have such name or names
as may be stated in the By-Laws of the Corporation or as may be
determined from time to time by the Board of Directors and shall
serve at the pleasure of said Board.

(j) To the extent permitted by law, the Board of Directors shall
have the power by By-Law provision or otherwise to indemnify any
person.

(k) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby
empowered to exercise all such powers and do all such acts and
things as may be exercised or done by the Corporation; subject
to the provisions of the By-Laws, the statutes of Delaware and
of this Certificate.

SEVENTH: No stockholder of the Corporation shall, because of
his ownership of stock, have a pre-emptive or other right to purchase, subscribe
for, or take any part of any stock or any part of notes, debentures, bonds or
other securities, whether or not convertible into or carrying options or
warrants to purchase stock of the corporation, issued, optioned, or sold by it
after its
-10-

<PAGE>

incorporation. Any part of the capital stock and any part of the notes,
debentures, bonds or other securities, whether or not convertible into or
carrying options or warrants to purchase stock of the Corporation, authorized by
this Certificate of Incorporation or by any amended certificate duly filed, may
at any time be issued, optioned for sale, or sold or disposed of by the
Corporation pursuant to resolution of its Board of Directors, without any vote
or other action by the stockholders, to such corporations, associations,
partnerships, individuals or others, for such consideration and upon such terms
as may to such Board seem proper, without first offering such stock or
securities or any part thereof to existing stockholders.

EIGHTH: Except as otherwise required by statute, at any
meeting of the shareholders, the presence in person or by proxy of the holders
of a majority of the shares of stock of the Corporation then issued, outstanding
and entitled to vote shall be necessary and sufficient to constitute a quorum
for the election of directors and transaction of any other business.

NINTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate in such manner as
may be now or hereafter prescribed by law, and all rights and powers conferred
in this Certificate on stockholders, directors and officers are subject to this
reserved power.

TENTH: It is the intention hereof that the objects, purposes,
and powers specified in Article Third hereof shall, except where otherwise
specified in said Article, be nowise limited or restricted by reference to or
inference from the terms of any other Article, clause or paragraph in this
Certificate of Incorporation, and

-11-

<PAGE>

that the objects, purposes and powers specified in Article Third and in each of
the Articles, clauses or paragraphs of this Certificate shall be regarded as
independent objects, purposes and powers.

THE UNDERSIGNED, for the purposes of forming a corporation
under the laws of the State of Delaware, does hereby make, file and record this
Certificate, and hereby certifies that the facts herein stated are true; and I
have accordingly hereunto set my hand as of the date below specified.

DATED as of May 21, 1981 /s/ Marianne Dowling
--------------------
Marianne Dowling

STATE OF NEW YORK ) ss.:
COUNTY OF NEW YORK )

BE IT REMEMBERED, that on the 21st day of May, 1981,
personally came before me Marion K. Canellis, a Notary Public in and for the
State and County aforesaid, MARIANNE DOWLING, the party to the foregoing
Certificate of Incorporation, known to me personally to be such, and
acknowledged the said Certificate to be her act and deed, and that the facts
therein stated are truly set forth.

GIVEN under my hand and seal of office the day and year
aforesaid.

/s/ Marion K. Canellis
----------------------
Marion K. Canellis
Notary Public, State of New York
No. 24-4518101
Qualified in Kings County
Term Expires March 30, 1982

<PAGE>

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

* * * * *

MONY Pension Insurance Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of Delaware, DOES
HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the board,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of
MONY Pension Insurance Corporation be amended by changing the
First Article thereof so that, as amended, said First Article
shall be and read as follows:

"FIRST: The name of the Corporation is:

COLONIAL PENN ANNUITY AND LIFE INSURANCE COMPANY."

FURTHER RESOLVED, that the Certificate of
Incorporation of MONY Pension Insurance Corporation be amended
by changing the Second Article thereof so that, as amended,
said Second Article shall be and read as follows:

"SECOND: the registered office of the Corporation is
to be located at 1209 Orange Street, in the City of
Wilmington, County of New Castle, State of Delaware. The name
of its Registered Agent at that address is The Corporation
Trust Company."

SECOND: That in lieu of a special meeting and vote of stockholder, the
stockholder has given unanimous written consent to said amendment in accordance
with the provisions of Section 228 of the General Corporation Law of the State
of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 and 228 of the General Corporation Law
of the State of Delaware.

<PAGE>

IN WITNESS WHEREOF, said MONY Pension Insurance Corporation has caused
this certificate to be signed by Kenneth M. Levine, its Vice President, and
attested by James P. Larkin, its Secretary, this 13th day of November, 1987.

MONY PENSION INSURANCE CORPORATION

By: /s/ Kenneth M. Levine
---------------------
Kenneth M. Levine, Vice President

ATTEST:

By: /s/ James P. Larkin
-------------------
James P. Larkin, Secretary

<PAGE>

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

* * * * *

Colonial Penn Annuity and Life Insurance Company, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, adopted a
resolution proposing and declaring advisable the following change of name of
said corporation:

Voted: That (1) the Company is authorized to change its name to "John
Hancock Life Insurance Company of America" and (2) any officer of
the Company is authorized to take any action as shall be necessary
in furtherance of or in connection with such change.

SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given "unanimous" written consent to said name change in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.

THIRD: That the aforesaid resolution was duly adopted in
accordance with the applicable provision of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Colonial Penn Annuity and Life Insurance
Company has caused this certificate to be signed by Barry L. Shemin, its
President and attested by Christopher J. Moakley, its Secretary, this 7th day of
July, 1993.

Colonial Penn Annuity and Life Insurance Company

By: /s/ Barry L. Shemin
-------------------
Barry L. Shemin

Attest: /s/ Christopher J. Moakley
--------------------------
Christopher J. Moakley

<PAGE>

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION

First: That at a meeting of the Board of Directors of John Hancock Life
Insurance Company of America on January 20, 1998, resolutions were duly adopted
setting forth a proposed amendment of the Certificate of said corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows: Resolved, that the
Certificate of Incorporation of the corporation be amended by changing the
Article thereof numbered "First" so that, as amended, said Article shall be and
read as follows: "FIRST. The name of the Corporation is Investors Partner Life
Company."

o Second: That, thereafter, pursuant to resolution of its Board of
Directors, in accordance with Section 228 of the General Corporation
Law of the State of Delaware, the sole shareholder consented to such
amendment.

o Third: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State
of Delaware.

o Fourth: That the capital of said corporation shall not be reduced
under or by reason of said amendment.

o In Witness Whereof, said Secretary has caused this certificate to
signed by Laura L. Mangan, an Authorized Officer, this 5th day of
February, A.D. 1998.

By: /s/ Laura Mangan
--------------------

Name: /s/Laura L. Mangan
------------------------
(Typed or Printed)

State of Delaware
Secretary of State
Division of Corporations
Filed on 03:00 PM 02/09/1998
981051127-0915152

<PAGE>

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/05/1998
981083224 - 0915152

CERTIFICATE OF CORRECTION
TO THE
CERTIFICATE OF AMENDMENT
OF
INVESTORS PARTNER LIFE COMPANY

Investors Partner Life Company (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY:

1. The name of the Corporation is Investors Partner Life Company.

2. A Certificate of Amendment of the Corporation was filed with the
Secretary of State of Delaware on February 9, 1998, and said
Certificate requires correction as permitted by subsection (1) of
Section 103 of the General Corporation Law of the State of
Delaware.

3. The inaccuracy or defect of said Certificate of Amendment to be
corrected is that paragraph FIRST of said Certificate of Amendment
incorrectly reflected the name of the Corporation.

4. The Certificate of Amendment should be corrected to add a new
paragraph FIRST as follows:

FIRST: That at a meeting of the Board of Directors of John Hancock Life
Insurance Company of America on January 20, 1998, resolutions were duly
adopted setting forth a proposed amendment of the Certificate of
Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation
for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

Resolved, that the Certificate of Incorporation of the corporation be
amended by changing the Article thereof numbered "FIRST" so that, as
amended, said Article shall be and read as follows:

"FIRST. The name of the Corporation is Investors Partner Life Insurance
Company".

In Witness Whereof, said Secretary has caused this Certificate of Correction to
the Certificate of Amendment to be executed this 5th day of March, 1998.

By: /s/ Laura L. Mangan
-------------------
Name: Laura L. Mangan
Title: Corporate Secretary

<S> <C>

[GRAPHIC OMITTED] EXHIBIT 1. A(10)
Investors Partner Life
[OBJECT OMITTED]
Application for Life Insurance John Hancock
Part A
- ------------------------------------------------------------------------------------------------------------------------------------
This application is to: Investors Partner Life Insurance Company
(sometimes referred to as "the Company").

Instructions: 1) Please print all answers legibly in black ink.
2) The Proposed Insured or Applicant must initial any
change or deletion.
3) Section J must be completed on all people proposed
for coverage unless they are medically examined.

- ------------------------------------------------------------------------------------------------------------------------------------
A. Proposed Insured

Insured's Name: ________________________________________________________

Address: _______________________________________________________________

City/ State / Zip: _____________________________________________________

Social Security #: _______ - ____ - _______ Date of Birth: / / Sex: [ ] Female [ ] Male
----------------------

Telephone Day: [ ] _______ Evening: [ ] Drivers Lic #: State: _____
------- ------- ---------- --------------------

Occupation: _________________________________ Best Time/Place to Call: ___________________________________________

Has the Proposed Insured received any medical attention in the last 6
months, other than a visit to a physician for a general
physical? [ ] Yes [ ] No

Does the Proposed Insured smoke cigarettes or use any other tobacco
product, i.e., cigars, pipes, snuff, chewing tobacco, etc.?

[ ] Yes [ ] No

If Yes, product and frequency: _____________________________________________________________________

If No, is the Proposed Insured a former tobacco user? [ ] Yes [ ] No

If Yes, product and date last used: __________________________________________________________________
- ------------------------------- ----------------------------------------------------------------------------------------------------
B. Plan Options
[ ] Variable Life [ ] [Other] _______________________________

Coverage Desired Amount of Insurance (Sum Insured): $ _________________________

Death Benefit Options:
[ ] Option A - Level Death Benefit [ ] Option B - Variable Death Benefit

Optional Coverages: [ ] Disability Waiver of Charges [ ] Accelerated Death Benefit [ ] [Extended Maturity Benefit Rider]

[ ] [Disability Waiver of Premium] $ __________________ (monthly amount to be waived)
- ----------------------------- ------------------------------------------------------------------------------------------------------
C. Beneficiary Primary Beneficiary Name: _____________________ %of Benefit:_______ Relationship _________
Attach extra sheet if Primary Beneficiary Name: _____________________ %of Benefit:_______ Relationship _________
more space is needed. Contingent Beneficiary Name: _____________________ %of Benefit:_______ Relationship _________

- ------------------------------------------------------------------------------- ----------------------------------------------------
D. Owner Name: ____________________________________________ Social Security #: _______ - ____ - _______
Complete if Owner
Is other than the Address: ____________________________________________ Date of Birth: _____/_____/_____
Proposed Insured

City/State/Zip: Owner's Tel: (Day) [____]__________

(Evening) [____]__________
Contingent
Owner Name: ______________________________________ Social Security #: _______ - ____ - _______

- ------------------------------------------------------------------------------------------------------------------------------------
Investors Partner Life Insurance Company
[P.O. Box 942, Boston, MA 02117]

<PAGE>

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 may be guilty of insurance fraud.

- ------------------------------------------------------------------------------------------------------------------------------------
<PAGE>

Application for Life Insurance
- ------------------------------------------------------------------------------------------------------------------------------------
E. Payment Options

[ ] Annual Planned Premium (annually) $ _____________________
[ ] Semi-annual First Year Lump Sum Payment (if applicable) $ _____________________
[ ] Quarterly [ ] Other (provide details): _______________________________________

[ ] I authorize the Investors Partner Life Insurance Company to deduct
monthly premiums from my account on the ______ day of every month.
(Attach voided check).

Bank/Company Name: __________________________________________________________________

Transit/Routing Number: ______________________ Account Number: ___________________________

- ------------------------------------------------------------------------------------------------------------------------------------
F. Telephone Loan Option

I/We direct the company to act upon 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 process
policy loans, subject to provisions of the contract.

[ ] Yes [ ] No
- ------------------------------------------------------------------------------------------------------------------------------------
G. Advanced Payment

How much Advanced Payment was made with this application?
$______________________________ (External 1035 exchange cases may NOT be
prepaid.)

- ------------------------------------------------------------------------------------------------------------------------------------
H. Sub-Account Investment Option

What investment style are you hoping to meet with your Subaccount
investment option?

[ ] Conservative [ ] Moderately Conservative [ ] Moderately Aggressive [ ] Aggressive

Percentages must be in whole amounts and equal to 100%.

[ Large Cap Stocks Bonds Other
____% Managed ____% Short Term Bond ____% ________________________
____% Growth and Income ____% Bond Index ____% ________________________
____% Equity Index ____% Sovereign Bond ____% ________________________
____% Large Cap Value ____% Strategic Bond ____% ________________________
____% Large Cap Growth ____% High Yield Bond ____% ________________________

Mid Cap/Small Cap Stocks Cash Equivalents ____% ________________________

____% Mid Cap Value ____% Money Market ____% ________________________
____% Diversified Mid Cap Growth
____% Mid Cap Growth Fixed Account
____% Real Estate Equity ____% Fixed Account
____% Small/Mid Cap Core
____% Small/Mid Cap Value
____% Small Cap Growth
Other
International Equities ____% ____________________________
____% Global Equity ____% ____________________________
____% International Balanced ____% ____________________________
____% International Equity Index ____% ____________________________
____% International Opportunities ____% ____________________________
____% Emerging Market Equity ____% ____________________________]

Check here for: [ ] Dollar Cost Averaging OR [ ] Asset Rebalancing

For either of the above options to be effective, a Form [XYZ123] needs
to be completed.

A prospectus for the policy applied for has been received by the
Proposed Insured and/or the Applicant Prospectus Date: ___________

<PAGE>

Application for Life Insurance
- ---------------------------------------------------------------------- -------------------------------------------------------------

I. Underwriting Information
1) Has the Proposed Insured done, in the past three years, or intend to do any of the following:
a) Flying, except as a passenger on a regularly scheduled airlines? [ ] Yes [ ] No
b) Skin/scuba diving, parachuting, motorized racing, or other hazardous sports? [ ] Yes [ ] No

If a and/or b is answered Yes, please complete the applicable application supplement(s).

2) In the past three years, has the Proposed Insured been convicted of two or more motor vehicle
moving violations or had a driving license suspended or revoked? [ ] Yes [ ] No

3) In the past ten years, has the Proposed Insured been convicted of or incarcerated for the violation
of any criminal law (unless later acquitted). Are there any criminal charges now pending
against the Proposed Insured, or is the Proposed Insured on probation? [ ] Yes [ ] No

4) Does the Proposed Insured intend to reside or travel outside the [ ] Yex [ ] No
U.S. or Canada? Yes No If any of questions 2 - 4 are answered "Yes",
please explain:

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

- ------------------------------------------------------------------------------------------------------------------------------------
J. Complete for Non-Medical Applications Only Part B
Please give full details below for every "Yes" answer to Questions 1 - 4 for the Proposed Insured.
Be sure to include the names and addresses of any treatment providers.

1) Has the Proposed Insured ever been treated for or had any known
indication of disease of the heart or blood vessels, chest pain
or high blood pressure, stroke or paralysis, tumor or cancer,
convulsions, kidney disease, gastro-intestinal disease, mental
or psychiatric disorder, lung or respiratory disease, or blood disorder? [ ] Yes [ ] No

2) Has the Proposed Insured had or ever been diagnosed or treated by a physician or other licensed
medical practitioner for Human Immunodeficiency Virus or Acquired Immune Deficiency
Syndrome (AIDS)? [ ] Yes [ ] No

3) Within the past 5 years, has the Proposed Insured received counseling or treatment regarding use
of alcohol, drugs, illegal drugs, or used illegal drugs or controlled substances? [ ] Yes [ ] No

4) Other than the above, within the past 5 years has the Proposed Insured
a) Been admitted to a hospital or other medical or rehabilitation facility? [ ] Yes [ ] No
b) Consulted or been treated by a physician, or had a medical exam or checkup? [ ] Yes [ ] No
5) Is the Proposed Insured currently taking any prescription drug? [ ] Yes [ ] No
If Yes, what drugs? __________________________ How frequently? ___________________
6) If the Proposed Insured has a personal physician, please provide name,
address, and details below.

Please give details to the above "Yes" answered questions below:

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

Attach additional sheet or details to "Yes" questions, if necessary.

<PAGE>

Application for Life Insurance
- ------------------------------------------------------------------------------------------------------------------------------------
K. Existing Insurance 1. Give information as to all life insurance in force on the Proposed Insured:
Coverage
Issue Business
Name of Company Year Plan Amount ADB Amount Insurance
---------------------------- --------- ----------- ------------- --------------- -------------------
[ ] Yes [ ] No
---------------------------- --------- ----------- ------------- ---------------
[ ] Yes [ ] No
---------------------------- --------- ----------- ------------- ---------------
[ ] Yes [ ] No
---------------------------- --------- ----------- ------------- ---------------
[ ] Yes [ ] No
---------------------------- --------- ----------- ------------- ---------------
2. Is any other insurance application now pending or contemplated on the life of the
Proposed Insured? [ ] Yes [ ] No

What companies and amounts? ------------------------------------------------------
------------------------------------------------------
3. Has any application for life or disability insurance on the Proposed Insured ever
been declined, postponed, or modified, or has been subject to extra premium? [ ] Yes [ ] No
If yes, give most recent company, including Investors Partner Life and list reasons below.
Company __________________________________ Date ________________________
Reasons _________________________________________________________________
4. If the insurance being applied for replaces or changes any existing coverage, please list the
name of the insuring company(ies), the amount of coverage, and the policy number in the space
provided here:

---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
5. Is this a conversion? [ ] Yes [ ] No
If yes, is it a Full or Partial conversion? Please list the policy number(s),
the amount converted, the conversion type, and the amount remaining in force below:

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

- ------------------------------------------------------------------------------------------------------------------------------------
L. Telephone Transfer Provision

By checking the "Yes" box below, I/We direct the Company to act upon
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) and
my/our registered representative, if applicable, to change future payment
allocations and/or transfer existing funds among the investment options,
subject to the terms of the telephone transfer provision as described in
the current prospectus for this life insurance policy.

Yes [ ] If "Yes", please check one: [ ] Owner(s) and Registered Representative
No [ ] [ ] Owner(s) only

- ------------------------------------------------------------------------------------------------------------------------------------
M. Special Instructions:

- ------------------------------------------------------------------------------------------------------------------------------------
N. Policy Dating

The policy will be effective on the Date of Issue, which is the date:

(i) the policy is delivered and accepted by the Applicant while
all persons proposed for insurance are living and within 60 days
of the latest "Completion Date", and

(ii) the balance of any premium required for the policy as
delivered is paid while all persons proposed for insurance
are living within 60 days of the last "Completion Date", and

(iii) each person proposed for insurance under this application is
living and has not consulted or been examined or treated by a
physician or practitioner since the latest "Completion Date".

The "Completion Date" will be the date of completion of the latest of Parts A
and B of the application and any medical examinations and tests required by the
Company's published initial underwriting requirements, according to age and
amount applied for. In the event the Proposed Insured's age would change based
on the above Policy Dating criteria, Investors Partner Life reserves the right
to choose an effective date that preserves the Proposed Insured's age at
application.

<PAGE>

Enter the Owner's taxpayer identification number. (For most individuals this is the social security number.)
Social Security #: _______ - ____ - _______ or Taxpayer I.D.#: _____ - __________________
Back-up Withholding
Check the appropriate box:
[ ] Owner is NOT subject to back-up withholding under the provisions of
section 3405 of the Internal Revenue Code.
[ ] Owner is subject to back-up withholding under the provisions of
section 3405 of the Internal Revenue Code.

Certification: Under the penalties of perjury, I certify that the information
given above is true, correct, and complete.

Owner's Signature _____________________________________ Date _______________

- --------------------------------------------------------------------------------
NOTICE OF POTENTIAL INCOME TAX IMPLICATIONS FOR MODIFIED ENDOWMENT CONTRACTS
- --------------------------------------------------------------------------------

(Read and sign if purchased as a Modified Endowment Contract)

Certain amendments made to the Internal Revenue Code by the Technical and
Miscellaneous Revenue Act of 1988 (TAMRA) have changed the income taxation of
cash withdrawn from certain affected life insurance policies called Modified
Endowment Contracts, or MEC's. Due to the amount of premium you plan to pay into
this policy, this law will affect you.

It is important for you to understand that all distributions made from your
policy as applied for, including policy loans, withdrawals, partial surrenders
and certain dividends, will be considered to be a distribution of any gain. This
means that if your policy is in a gain position when the withdrawal is made
i.e., the value of your policy exceeds the amount you've paid into it, you will
owe ordinary income tax on the amount you withdraw. In addition, a 10% penalty
tax is imposed by the IRS on any taxable distribution made prior to age 59 1/2
except on disability or if taken in the form of an annuity.

The insurance proceeds payable to your beneficiary upon the death of the
Proposed Insured will continue to be income tax free under current legislation.

This notice is designed to inform you of the income taxation of life insurance
based upon our understanding of the information currently available. It is not
intended to provide you with legal advice, which neither Investors Partner Life
nor its Representative can give. Therefore, if you have questions as to the
applicability of any provision of the law, you should seek the advice of your
own tax and legal counsel.

If you wish to modify your Planned Premium to avoid creating a Modified
Endowment Contract, your Representative will assist you. Otherwise, please sign
the Acknowledgment below.

- --------------------------------------------------------------------------------
POLICYOWNER ACKNOWLEDGEMENT AND SIGNATURE
- --------------------------------------------------------------------------------

I have read the above Notice of Potential Income Tax Implications. I understand
that my premium payments will cause the proposed policy to become a Modified
Endowment. I also understand the potential income tax effects of a distribution
from a Modified Endowment.

Owner's Signature _________________________________________________________Date __________________________

- ------------------------------------------------------------------------------------------------------------------------------------
Representative
1. How long have you known the Proposed Insured? _________________________
2. Are you related to the Proposed Insured? [ ] Yes [ ] No If "Yes", Relationship ________________________
3. Is this a Business Insurance case? [ ] Yes [ ] No If yes, complete Business Insurance Questionnaire.
4. Proposed Insured interviewed by me on ___/___/___.
The Federal Fair Credit Reporting Act notice has been delivered as
required.
5. To the best of my knowledge, the only replacement is as stated above.
6. From my knowledge and investigation, the Proposed Insured is of
temperate habits and good moral character and I do not know of anything
that would affect the insurability of the Proposed Insured not stated
herein. I recommend his/her acceptance without qualification.

Registered Representative Signature ________________________________________ Date_______________

<PAGE>

Statements to the Company's Representative
- ------------------------------------------------------------------------------------------------------------------------------------

AGREEMENTS AND SIGNATURES
- ------------------------------------------------------------------------------------------------------------------------------------

A. The statements and answers on pages 1 through 4 of Part A and Part B of
the attached application are, to the best of my knowledge and belief,
complete, true, and correctly recorded. All statements and answers are
representations and not warranties, and with all Parts B of the attached
application will form the basis for and be a part of any new policy or
additional benefit provision issues on this application.

B. Coverage will take effect as provided in and subject to the terms and
conditions of Conditional Temporary Insurance Agreement Form bearing the
same date of this Part A if: (1) an advance payment of at least the
Minimum Temporary Insurance Premium is made with this Part A which
satisfies the requirements of such Conditional Temporary Insurance
Agreement; and (2) the amount applied for in this and all other
applications now pending with Investors Partner Life, its parent company
and any other subsidiaries of the parent company, does not exceed
$1,000,000 life insurance.

C. If the applicant has a right to have the new policy issued as requested
without completing any Part B, the new policy will take effect as of its
Date of Issue, provided the initial payment has been received with this
application.

D. In cases other than those described in B and C above, the policy will be
effective on the Date of Issue, which is the date the policy is (i)
delivered and accepted by the Applicant while all persons proposed for
insurance are living and within 60 days of the latest "Completion Date",
and (ii) the balance of any premium required for the policy as delivered
is paid while all persons proposed for insurance are living and within
60 days of the latest "Completion Date", and (iii) each person proposed
for insurance under the application is living and has not consulted or
been examined or treated by a physician or practitioner since the latest
"Completion Date".

E. No agent or medical examiner is authorized to make or discharge policies
or waive or change any of the conditions or provisions of any
application, policy, or receipt, or to accept risks or pass on
insurability. Any such unauthorized action is not notice to or knowledge
of the Company. A medical examiner is not an agent of the Company.

F. All benefits, payments, and values, including the Death Benefit and
Account Value, under any policy issued which is based upon the
investment experience of a Separate Account may increase or decrease in
accordance with the investment experience of the Separate Account and
are not guaranteed as to fixed dollar amount.
The Account Value may even decrease to zero.

Provisions G, H, I, J, and K apply if the policy applied for is a term
conversion.

G. The new policy will be a new, separate contract. If the new policy is
issued in exchange for the original insurance, all liability
of the Company under the original insurance will cease when the new
policy takes effect. Until the new policy is issued, coverage will still
be in force under the original policy. Coverage under the new policy
will take effect as indicated above.

H. The application for the original insurance (unless such insurance is now
incontestable) and the application for each additional benefit provision
which is to be retained as specified in this application (unless such
provision is now incontestable) will also
form a basis for and be a part of the new policy.

I. If the original policy or benefit provision is being exchanged and is
subject to an assignment, the new policy will be subject to the same
assignment unless it is discharged or, in the case of a policy loan
assignment, unless the indebtedness has been repaid.

<PAGE>

Statements to the Company's Representative
- ------------------------------------------------------------------------------------------------------------------------------------
AGREEMENTS AND SIGNATURES
- ------------------------------------------------------------------------------------------------------------------------------------

J. If the new policy is issued in exchange for the original policy, any
nonforfeiture option election applicable to the original policy will be
applicable to the new policy, if available, unless otherwise requested
in writing.

K. Ownership and control of any policy issued on the attached application
will be determined by the terms of the new policy.

L. [In the future, we may deliver prospectus updates and annual reports to
consenting Owners electronically by one of the following options:
[ ] (1) mailing a diskette or CD-ROM containing the document;
[ ] (2) E-mailing the document; or
[ ] (3) E-mailing a notice identifying an Internet site where the
document can be viewed and downloaded.
Whichever option you choose, we will supply the documents in a
format compatible with:
[ ] Microsoft Windows or [ ] MacIntosh
Please indicate your consent by checking the appropriate boxes.
You may incur online charges to receive a document under option 2 or 3.
If you would like to receive these documents in electronic format when
available, please check the box and fill in your e-mail address
here:______________________________________. This consent will be in
effect until you revoke it. You may revoke it at any time by calling
1-800-732-5543. If you consent to electronically delivery, at any time
you also may request that we send you paper copy.]

M. All statements and answers in this application are representations and
not warranties and to the best of my knowledge and belief, are true and
complete. I certify under the penalty of perjury that the Owner's
Taxpayer Identification Number on page one is correct and complete. I
assent to this application.

__________________________________________________________________________________________________________________
Applicant's Signature Witness (Agent must witness where required by law)

__________________________________________________________________________________________________________________
Signature of Proposed Insured, if other than Applicant, and age 15 or over City or Town State

on ___ , ______________
Date

- ------------------------------------------------------------------------------------------------------------------------------------
SIGNATURES REQUIRED UPON DELIVERY OF THE POLICY
- ------------------------------------------------------------------------------------------------------------------------------------

Sign and date as of Delivery Date. This date will be the effective date of the
policy:

_____________________________________________________________________
Owner signature's Date

_____________________________________________________________________
Registered Representative's signature Date

<PAGE>

- --------------------------------------------------------------------------------
TO BE COMPLETED FOR EVERY CASE.
- --------------------------------------------------------------------------------

Authorization and Acknowledgment

I hereby authorize any licensed physician, medical practitioner, hospital,
clinic, or other medical or medically related facility, insurance company, the
Medical Information Bureau or other organization, institution, or person that
has any records or knowledge regarding each of the undersigned and any children
of the undersigned if proposed for insurance to give to the Company or its
affiliates and reinsurers any such information, including information concerning
every condition for which each has been under observation or treatment,
including if the information specified contains information related to treatment
for drug and/or alcohol abuse or for psychiatric and/or mental conditions, the
history obtained, physical and laboratory findings, diagnosis and treatment. I
acknowledge receipt of the Federal Fair Credit Reporting Act notice, which
contains a notice concerning the Medical Information Bureau.

A copy of this authorization is as valid as the original. This authorization is
valid for 24 months from the date of the Proposed Insured's signature.

- ------------------------------------------------- -----------------------------------------------------------
Signature of Proposed Insured, if age 15 or over Signature of Applicant proposed for Insured is under age 15

- --------------------------------------------------- ---------------------------------------------------------
Name of Proposed Insured, if under 15 (please print) Date

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

<PAGE>

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

GIVE TO CLIENT

- ------------------------------------------------------------------------------------------------------------------------------------
Information obtained about your insurability will be treated as confidential.
The Company may, however, make a brief report thereon to the Medical Information
Bureau, a non-profit membership organization of life insurance companies which
operates an information exchange on behalf of its members. If you apply to
another Bureau member company for life or health insurance coverage, or a claim
for benefits is submitted to such a company, the Bureau, upon request, will
supply such company with the information it may have in its file.

Upon receipt of a request from you, the Bureau will arrange disclosure of any
information it may have in your file. If you question the accuracy of
information in the Bureau's file, you may contact the bureau and seek a
correction in accordance with procedures similar to those set forth in the
Federal Fair Credit Reporting Act.

The address of the Bureau's information office is: Medical Information Bureau
Post Office Box 105, Essex Station
Boston, Massachusetts 02112
Telephone (617)426-3660

The Company may also release limited information in its file to other properly
authorized life insurance companies to which you may apply for life or health
insurance, or to which a claim for benefits may be submitted.

Information may be released to proper regulatory agencies on request and to
insurance companies in connection with reinsurance.

Underwriting actions are not reported to the Bureau, nor is the Company informed
through the Bureau of the underwriting actions of other companies to whom you
may have applied for life or health insurance.
- ------------------------------------------------------------------------------------------------------------------------------------

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

GIVE TO CLIENT

- ------------------------------------------------------------------------------------------------------------------------------------
INVESTORS PARTNER LIFE INSURANCE COMPANY

Notice to Each Person Proposed for New or Changed Coverage

As required by the Federal Fair Credit Reporting Act, we wish to advise that in
connection with the insurance (or change in coverage) applied for, an
investigative consumer report may be requested by the Company with respect to
any person proposed for insurance or change in coverage. Such a report may
contain information as to character, general reputation, personal
characteristics and mode of living of such person, and is customarily obtained
through personal interviews with neighbors, friends, or associates of the
subject of the report. You have a right to make a written request for
information as to the nature and scope of any such report under the Act by
writing to us at:

Investors Partner Life Insurance Company
Underwriting - Federal Fair Credit Control C-5
P.O. Box 111, John Hancock Place
Boston, Massachusetts 02117

For identification purposes, your request must include your full name,
birthdate, address, and any applicable policy number.

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

<PAGE>

Complete This Section Only If Advance Payment Is Remitted With This Application.
Please Read The Attached Conditions Of The Temporary Insurance Agreement

- ------------------------------------------------------------------------------------------------------------------------------------
Conditional Does the Proposed Insured want Temporary Insurance [ ] No [ ] Yes Advance Payment $______
Temporary Coverage? Minimum of one month's premium
Insurance
This Temporary Insurance Agreement will take effect
according to the terms and conditions of the Temporary
Insurance Agreement if your answers to the following
questions are NO:

1. In the past two years, has any Proposed Insured consulted a physician, been [ ] Yes [ ] No
Please complete diagnosed with, or had treatments for heart disease, stroke, or cancer?
these questions
if you are 2. In the past 6 months, other than for normal [ ] Yes [ ] No
applying for pregnancy, has any Proposed Insured Yes No been
Temporary hospitalized or advised by a physician that he or
Insurance. she needs hospitalization for any reason (other
than for normal pregnancy)?

Signature

- ---------------------------------------------- -------------------------------------------------------------------------------------
Proposed Insured:
.....................................................................................
Owner (if not Proposed Insured):
.....................................................................................
Witness:
.....................................................................................

Signed on: In:
...................................... ..........................................
Date City or Town/State

<PAGE>

- --------------------------------------------------------------------------------
RECEIPT AND CONDITIONAL TEMPORARY INSURANCE AGREEMENT
- --------------------------------------------------------------------------------

This Receipt and Conditional Temporary Insurance Agreement is governed by
Agreement B of the application.

There is a total temporary insurance coverage limit of $250,000 on all
applications pending on each person proposed for insurance with Investors
Partner Life Insurance Company, its parent company and any other subsidiaries of
the parent company regardless of the number of applications and the face amounts
of the policies applied for.

Proposed Insured ______________________________________________

Plan _____________________________________________ Date _________________________________________

Received from _______________________________ the sum of $______________________ paid with the
application to Investors Partner Life with the same date and number as this receipt. The
receipt is issued on the condition that any check, draft or other order for payment of money
is good and can be collected.

Please make all premium checks payable to Investors Partner Life.
Do not make check payable to your financial advisor or leave the payee blank.

Conditions of The amount received must be at least the Minimum Temporary Insurance Premium,
Temporary Parts A and B of the application and any medical examinations and tests must be completed, and
Insurance The following questions are answered "NO":
a. In the past two years, has any Proposed
Insured consulted a physician, been diagnosed
with, or had treatments for heart disease,
stroke, or cancer? __________

b. Has any Proposed Insured been hospitalized
within the last 6 months or been advised by
a physician that he or she needs
hospitalization for any reason (other than
for normal pregnancy)? __________

Commencement of If the above Conditions of Temporary Insurance Coverage are met,
Temporary Insurance the coverage in accordance with the terms and conditions of the
Coverage policy applied for will take effect on the latest "Completion Date"
of all persons proposed for insurance. Each person's "Completion
Date" will be the date of completion of the latest of the Parts
A and B of the application and any medical examinations and test
required by the company's published initial underwriting
requirements, according to the age and amount applied for.

Amount of Temporary The amount of Coverage will never exceed $250,000 less the
Insurance Coverage total of all amounts payable under all conditional insurance
agreements issued by Investors Partner Life Insurance
Company, its parent company and any other subsidiaries of the
parent company, in connection with any insurance application
pending on the Proposed Insured as of the date of this Receipt
and Conditional Temporary Insurance Agreement. No benefit
will be paid under this Agreement if the Proposed Insured's
death results, directly or indirectly, or wholly or
partially, from intentionally self-inflicted injury while
sane or self-inflicted injury while insane.

Fraud Warning 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 may be guilty of insurance fraud.

<PAGE>

- --------------------------------------------------------------------------------
RECEIPT AND CONDITIONAL TEMPORARY INSURANCE AGREEMENT (continued)
- --------------------------------------------------------------------------------

Termination of The conditional temporary insurance coverage provided by this Agreement will end on the earliest of:
Temporary Insurance 1) The commencement of the coverage under the policy issued on the basis of this application.
Coverage 2) The date the Owner refuses to accept the policy as offered for delivery.
3) The date the application is declined or deemed declined. (Policy is deemed declined if not
approved within 60 days of the latest Completion Date.) Notice of any such declination will be
furnished.

If termination occurs under 2) or 3) above, the amount paid will be returned on surrender of this
receipt. In no event will the coverage be in effect under both this Conditional Temporary
Insurance Agreement and any policy issued on the basis of this application, and any amendment
thereto, with the same date and number as this Receipt and Conditional Temporary Insurance
Agreement.

Commencement of Coverage under any policy issued on the basis of the application will replace the coverage provided
Coverage under the by this Agreement if:
Policy

The policy is delivered to and accepted by the Applicant while all persons
proposed for insurance are living and within 60 days of the latest "Completion
Date", and;

The balance of any premium required for the policy as delivered is paid while
all persons proposed for insurance are living and within 60 days after the
latest "Completion Date", and;

Each person proposed for insurance under this application is living and has not
consulted for been examined or treated by a physician or practitioner since the
latest "Completion Date". The Date of Issue will be the date all of the above
conditions are met.

Minimum Temporary The Minimum Temporary Insurance Premium is one month's proportionate part of the premium
Insurance Premium according to the Company's published rates for policy and premium interval applied for.

Investors Partner Life Insurance Company

Proposed Insured __________________________________ Date _______________

Registered Representative __________________________ Date _______________

(To be used in event of refund of payment)

Received of the Investors Partner Life Insurance Company, Boston, Massachusetts, the sum of $ __________________,.
the amount mentioned in the receipt on the opposite side hereof.

Date ___________________

</TABLE>

EXHIBIT 3

[LETTERHEAD OF JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY]

June 9, 1999

United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Separate Account IPL-1
File Nos. 333-71341 and 811-09213

Commissioners:

This opinion is being furnished with respect to the filing of
Pre-Effective Amendment No. 1 under the Securities Act of 1933 on the Form S-6
Registration Statement of Separate Account IPL-1 as required under the 1933 Act.

I have acted as counsel to Registrant for the purpose of preparing this
Pre-Effective Amendment and hereby represent to the Commission that in my
opinion this Pre-Effective Amendment does not contain disclosures which would
render it ineligible to become effective.

I hereby consent to the filing of this opinion with and as a part of
this Pre-Effective Amendment to Registrant's Registration Statement with the
Commission.

Very truly yours,

/s/ Ronald J. Bocage
--------------------
Ronald J. Bocage
Vice President and Counsel

EXHIBIT 6

[Investors Partner Life Insurance Company Letterhead]

June 9, 1999

Board of Directors of the Investors Partner Life Insurance Company

Re: Actuarial Opinion:

Members of the Board:

This opinion is furnished in connection with the filing of the
Pre-Effective Amendment to the Registration Statement on Form S-6 in which this
opinion is being filed as an exhibit, pursuant to the Securities Act of 1933, as
amended, with respect to variable life insurance policies under which amounts
will be allocated to one or more of the subaccounts of one or more variable life
insurance separate accounts. The policies are described in the prospectus(es) in
said Amendment.

The policy form was reviewed under my direction, and I am familiar with
the amended Registration Statement and exhibits. In my opinion, the
illustrations of policy benefits, values, and accumulated premiums shown in the
prospectus(es) (or appendix thereto) included in the Amendment, based on the
assumptions stated with the illustrations, are consistent with the provisions of
the policies. Such assumptions, including, to the extent applicable, the current
cost of insurance rates, current scheduled rates of other charges and any other
currently scheduled credits, are reasonable. The policies have not been designed
so as to make the relationship between premiums and benefits, as shown in the
illustrations, appear disproportionately more favorable to a prospective
purchaser of a policy for an insured person(s) with the characteristics
illustrated than to a prospective purchaser of a policy for an insured person(s)
with other characteristics; nor have the particular examples set forth in the
illustrations been selected for the purpose of making this relationship appear
more favorable.

I hereby consent to the filing of this opinion as an exhibit to the
amended Registration Statement and to the use of my name under the heading
"Experts" or "Accounting and Actuarial Experts" in the propectus(es).

/s/Randi M. Sterrn, FSA
-----------------------
Randi M. Sterrn, FSA
Senior Associate Actuary

EXHIBIT 7

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Accounting and
actuarial experts" in the Prospectus and to the use of our report dated February
19, 1999, with respect to the financial statements of Investors Partner Life
Insurance Company included in this Pre-Effective Amendment No. 1 to the
Registration Statement (Form S-6, No. 333-71341) of Separate Account IPL-1.

/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP

Boston, Massachusetts
June 3, 1999

EXHIBIT 8

Description of IPL's Issuance,
Transfer and Redemption Procedures for Policies
Pursuant to Rule 6e-3(T)(b)(12)(iii)

and

Method of Computing Adjustments upon Conversion
to Fixed Benefit Policies Pursuant to Rule 6e-3(T)(b)(13)(v)(B)

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

Set forth below is the information called for under Rule 6e-3(T)(b)(12)(iii) and
Rule 6e-3(T)(b)(13)(v)(B) under the Investment Company Act of 1940 (the "1940
Act") regarding certain procedures under Investors Partner Life Insurance
Company's ("IPL") Flexible Premium Variable Life Insurance Policies (hereinafter
referred to individually as the "Policy" and collectively as the "Policies")
newly issued in 1999, pursuant to a Form S-6 registration statement filed by IPL
and any registration statement with respect to comparable Policies that may be
filed by subsidiaries of IPL.

Rule 6e-3(T)(b)(12)(iii) provides an exemption for a variable life insurance
separate account, its sponsoring insurance company, its investment adviser and
its principal underwriter from Sections 22(d), 22(e) and 27(c)(1) of the 1940
Act and Rule 22c-1 thereunder for issuance, transfer and redemption procedures
under a variable life insurance Policy to the extent necessary to assure
compliance with Rule 6e-3(T), state insurance law or established administrative
procedures of the life insurance company. The Rule requires, as a condition for
exemption, that such procedures be reasonable, fair and nondiscriminatory, and
be disclosed in the registration statement filed with respect to such variable
life insurance policies.

IPL represents that its procedures meet the foregoing standards of Rule
6e-3(T)(b)(12)(iii), based on the following facts and circumstances:

1. Because of the insurance nature of the Policies and, in certain instances, as
a result of the requirements of the state insurance laws, the procedures
necessarily differ in significant respects from the procedures for mutual funds
and contractual plans for which the 1940 Act was designed.

2. Many of the procedures have been adapted from those established and utilized
in connection with the administration of the fixed benefit life insurance
policies and earlier versions of variable life insurance policies issued by
IPL's affiliate, John Hancock Mutual Life Insurance Company and John Hancock
Variable Life Insurance Company.

1
<PAGE>

3. Certain procedures, included the 24-month conversion right to fixed benefit
policies, are required by Rule 6e-3(T).

4. IPL, in structuring its procedures to comply with Rule 6e-3(T), state
insurance laws, and their established administrative procedures, have attempted
to meet the intent of the 1940 Act to the extent deemed feasible.

5. Generally speaking, the state insurance laws to which IPL is subject reflect
the fundamental principle that the procedures shall not be unfair, unreasonable
or unjustly discriminatory to any policyholder.

6. Because of the intricate insurance methodology underlying the procedures, it
is often difficult to determine, with certainty, whether and to what extent a
particular procedure, or a given step to that procedure, deviates from a
specific requirement of Section 22(d), 22(e) or 27(c)(1) of the 1940 Act or Rule
22c-1 thereunder.

Accordingly, the summary below includes the principal Policy provisions and
procedures that might be deemed to constitute, either directly or indirectly,
accommodation of the 1940 Act requirements and insurance practices. Given the
complexities of the Policies' operations, the summary, although comprehensive,
does not attempt to treat each and every mechanical variation or permutation
that might occur and does not repeat every provision or procedure that is
already set forth in the registration statement or exhibits thereto. At the same
time, the summary, in order to provide a comprehensive view of the procedures,
includes certain procedural steps that do not constitute a deviation from the
Sections and Rule cited above.

Rule 6e-3(T)(b)(13)(v)(B) grants an exemption for a flexible premium variable
life insurance separate account, its sponsoring insurance company, its
investment adviser and its principal underwriter from Section 27(d) of the 1940
Act for flexible premium variable life insurance policies which allow the
policyholder to convert a flexible premium variable life insurance policy into a
fixed benefit life insurance policy at any time during the first 24 months after
issuance. The Rule requires, as a condition for exemption, that the method of
computing any adjustments made in payments (or charges) or cash values to
reflect variances between the payments and cash values under the original policy
and new policy be set out in an exhibit to the registration statement filed with
respect to the variable life insurance Policy. IPL's Policies provide for such a
conversion privilege. No adjustments in payments (or charges) and cash values
are made upon exercise of that privilege, as described below.

2
<PAGE>

This memorandum divides the information called for by Rules 6e-3(T)(b)(12)(iii)
and 6e-3(T)(b)(13)(v)(B) into three parts. The first part summarizes procedures
under the Policies which might be deemed to involve, either directly or
indirectly, a "redemption" within the meaning of the 1940 Act. The second part
summarizes procedures which might be deemed to involve, either directly or
indirectly, a "purchase" transaction. The third part summarizes the procedures
for converting a Policy to a fixed benefit Policy./1/

This exhibit refers to procedures as they affect each of the variable accounts
of IPL ("the Account") used in funding the Policies. Except as otherwise stated
herein, these procedures do not necessarily reflect the Fixed Account under the
Policies which is held in the General Account of IPL.

Except as otherwise defined herein, capitalized terms used in this memorandum
have the same meaning as are defined in the prospectus contained in the
applicable registration statement.

I. "Redemption" Procedures:
Surrender and Related Transactions
-----------------------------

IPL's Policies provide for the payment of monies to a policyholder ("Owner") or
beneficiary upon presentation to IPL of a Policy. Such presentation might be
deemed to constitute, either directly or indirectly, a "redemption" of the
Owner's interest within the meaning of the 1940 Act. Set forth below is a
summary of the principal policy provisions and procedures which might be viewed
as involving such a "redemption". The principal difference between such
"redemptions" and redemptions in the mutual fund or contractual plan context is
that under the Policies, the payee may be deemed not to receive a pro rata or
proportionate share of the assets in IPL's Account within the meaning of the
1940 Act. The amount received by the payee will depend upon the particular
benefit for which the Policy is presented, including, for example the Surrender
Value or Death Benefit.

There are also certain Policy provisions--such as Policy loans--under which the
Policy will not be presented to IPL but which will affect the Owner's benefits
and involve a transfer of the assets supporting the Policy reserve out of the
Account. Finally, state insurance law may require that certain requirements be
met before IPL is permitted to make payments to the payee.

A. Surrender Values
______________________________________
1 If an Owner requests a "purchase" or "redemption" transaction which is
impossible (for example, allocation of a loan or partial withdrawal to
subaccounts which have insufficient assets to support said allocation) or
impermissible (such as a reduction in the face amount of insurance below the
minimum required amount), IPL will notify the Policy Owner to determine what
action, if any, the Policy Owner wishes to take instead.

3
<PAGE>

If the insured party under a Policy ("Insured") is alive, IPL will pay, within
seven days, the Surrender Value net computed after receipt, at its Servicing
Office, of the Policy and a signed request for surrender. Computations with
respect to the investment experience of the subaccounts will be made as of 4:00
p.m., New York City time, on each day during which the New York Stock Exchange
is open for trading. This will enable IPL to pay the Surrender Value based on
the next computed value after a request is received.

While no premium is in default, the Surrender Value is equal to the Account
Value less any indebtedness and less any surrender charge that then applies. In
general, the Account Value for any day equals the Account Value for the previous
day, increased by any net premium and decreased by any charges against the
Account Value and any partial withdrawals made, accumulated at the rate of
return for the subaccount or subaccounts in which the Account Value is invested
after charges against the Account.

The total charge for sales load, over the lesser of 20 Guideline Annual Premiums
as defined in Rule 6e-3(T) or the number of Guideline Annual Premiums
corresponding to the life expectancy of the insured, will not exceed 9% of the
Guideline Annual Premium at issue. No minimum amount of Account Value is
guaranteed. IPL will make the payment of the Surrender Value out of its General
Account and transfer assets from the Account to the General Account for the
amounts held for the Policy in the Account.

In lieu of payment of the Surrender Value in a single sum, an election may be
made to apply all or a portion of the proceeds under one of the benefit
settlement options described in the Policy or, with the approval of IPL, under
other optional methods of settlement available from IPL. The election may be
made by the Owner during the Insured's lifetime, or, if no election is in effect
at death, by the beneficiary. The benefit settlement options are subject to the
restrictions and limitations set forth in the Policy.

B. Death Claims

IPL will pay a death benefit to the beneficiary within seven days after receipt
at its Servicing Office of due proof of death of the Insured, and all other
requirements necessary(2) to make payment. Provided the Policy is in full
force,(3) the Death Benefit will be the greater of (1) the face amount (and
Account Value, if any, under Option B) less any indebtedness on the date of
death, and (2) the Account Value at the end of the business day on or next
following the date death occurs multiplied by the applicable Corridor Factor
less any indebtedness on the date of death. The Death Benefit is also less any
overdue monthly deductions if death occurs during the 61 day Policy grace
period.

____________________________________
2 State insurance laws impose various requirements, such as receipt of a tax
waiver, before payment of the Death Benefit may be made. In addition, payment of
the Death Benefit is subject to the provisions of the Policy regarding suicide
and incontestability.

3 "In full force" means that the Policy has not been surrendered or lapsed.

4
<PAGE>

The proceeds payable on death also reflect interest from the date of death to
the date of payment.

IPL will make payment of the Death Benefit out of its General Account, and will
transfer assets from the Account to the General Account in an amount equal to
the amount held in the Account for the Policy terminated by death.

In lieu of payment of the Death Benefit in a single sum, a settlement option may
be selected as described in Section I.A, above.

C. Default

Premium Grace Period, Default and Lapse. Unless the Guaranteed Death Benefit is
in force, at the beginning of each Policy month, IPL determines whether the
Surrender Value is sufficient to pay all monthly charges then due under the
Policy. If not, the Policy is in default and IPL will notify the Owner of the
amount necessary to keep the Policy in force, and a Policy grace period will be
in effect until 61 days after the date the notice was mailed. If IPL does not
receive payment of at least this amount by the end of the Policy grace period,
the Policy will lapse, and any remaining amount owed to the Owner as of the date
of lapse will be paid to the Owner.

The insurance continues in full force during the grace period but, if the
insured dies during the Policy grace period, the amount in default will be
deducted from the amount of Death Benefit otherwise payable.

D. Policy Loan

Loans may be made at any time a Loan Value is available. The Owner may borrow
money on completion of a form satisfactory to IPL assigning the Policy as the
only security for the loan. Payment of the loan will be made from IPL's
Servicing Office. The Loan Value will be determined as provided in the
prospectus. Interest accrues and is compounded daily at an effective annual rate
of 4.0%.

The amount of any outstanding loan plus accrued interest is called the
"indebtedness". A loan will not be permitted unless it is at least $300. The
Owner may repay all or a portion of any indebtedness while the insured is living
and the Policy is in full force. When a loan is made, shares are redeemed in an
aggregate equal to the amount of the loan and this aggregate value is allocated
to the Loan Account. The shares redeemed will be redeemed in each subaccount in
the proportions the Owner designates (or, in the absence of such a designation,
in the same proportion as the Account Value is then allocated among the
subaccounts). Upon each loan repayment, the same proportionate amount of the
entire loan as was borrowed from the Fixed Account will be repaid to the Fixed
Account. The remainder of the loan repayment will be allocated to the
appropriate subaccounts in the proportions the Owner designates (or, in the
absence of such a designation, as stipulated in the current Investment Rule).

5
<PAGE>

Loan interest which is not paid by a Policy anniversary will be added to the
loan principal by automatically effecting an additional Policy loan. Amounts
transferred to the Policy Loan Account are credited with interest at an
effective annual rate of 3.0% for the first 9 Policy years and at an effective
annual rate of 4.0% in years 10 and beyond, which interest is transferred to the
subaccounts when the loan is repaid.

Since the Loan Account and the remaining portion of the Account Value will
generally have different rates of investment return, any Death Benefit above the
face amount, the Account Value, and the Surrender Value are permanently affected
by any indebtedness, whether or not repaid in whole or in part. The amount of
any outstanding indebtedness is subtracted from the amount otherwise payable
when the Policy proceeds become payable.

Whenever the indebtedness exceeds an amount equal to the Account Value less the
surrender charge, the Policy terminates 31 days after notice has been mailed by
IPL to the Owner specifying the minimum amount that must be paid to keep the
Policy in force beyond that period. The Policy lapses unless a repayment of at
least that amount is made within that period.

Indebtedness will be deducted from the cumulative premiums paid under the Policy
in determining the availability of the Guaranteed Death Benefit feature.

E. Transfers Among Variable Subaccounts

The Owner may reallocate the amounts held for the Policy in the variable
subaccount in each Policy year without charge. The Owner may use either
percentages (in whole numbers) or designate the dollar amount of funds to be
transferred between subaccounts. The reallocation must be such that the total in
the subaccounts after reallocation equals 100%. The change will be effective at
the end of the Valuation Period in which IPL receives at its Servicing Office
notice satisfactory to IPL. Transfers among subaccounts may also be effected by
means of the Dollar Cost Averaging and Rebalancing features described in the
prospectus.

F. Conversion Privilege

The conversion privilege provided in accordance with Rule 6e-3(T)(b)(13)(v)( B)
under the 1940 Act is discussed under III. below.

6
<PAGE>

G. Partial Withdrawal of Account Value

An Owner may withdraw a portion of Account Value from the Policy at any time.
This privilege, which reduces the Account Value by the amount of the withdrawal
and the associated charge, will be effective as of the end of the business day
in which IPL receives written notice satisfactory to it at its Servicing Office.
The minimum amount that may be withdrawn is $500. The face amount of the Policy
may be reduced as provided in the prospectus if the Owner has elected the Option
A Death Benefit. An amount equal to $20 (or 2% of the withdrawal, if less) is
charged against Account Value for each partial withdrawal. When a withdrawal is
made, it will be deducted from the cumulative premiums paid under the Policy in
determining the availability of the Guaranteed Death Benefit feature.

II. Purchase and Related Transactions

Set out below is a summary of the principal provisions of the Policies and
administrative procedures thereunder that might be deemed to constitute, either
directly or indirectly, a "purchase" transaction within the meaning of the 1940
Act. The summary shows that, because of the insurance nature of the Policies,
the procedures involved necessarily differ in certain significant respects from
the purchase procedures for mutual funds and contractual plans. The chief
differences revolve around the premium rate structure and the insurance
underwriting (i.e., evaluation of risk) process. There are also certain Policy
provisions -- such as reinstatement -- which do not result in the issuance of a
Policy but which required certain payments by the Owner and involve a transfer
of assets supporting the Policy reserve into the Account.

A. Premium Schedules and Underwriting Standards

Premiums for IPL's Policies will not be the same for all Owners. The chief
reason is that the principle of pooling and distribution of mortality risks is
based upon the assumption that each Owner pays a premium commensurate with the
Insured's mortality risk which is actuarially determined based upon factors such
as age, sex, health and occupation. In the context of life insurance as
contrasted with mutual funds, a uniform premium (or "public offering price") for
all Insured's would discriminate unfairly in favor of those Insured's
representing greater mortality risks to the disadvantage of those representing
lesser risks. Accordingly, although there will be no uniform "public offering
price" for all Insured's, there will be a single "price" for all Insured's in a
given actuarial category.

The Policies will be offered and sold pursuant to established premium targets/4/
and underwriting standards and in accordance with state insurance laws. Such
laws prohibit unfair discrimination among Policyholders, but recognize that
premiums may be based upon factors such as age, sex, health and occupation. The
premiums and values under Policies issued in Montana or in connection with
certain employee benefit plans will not directly reflect the sex of the insured.

____________________________________
4 In accordance with industry practice, IPL will establish procedures to handle
errors in initial and subsequent premium payments to collect underpayments,
except for de minimis amounts.

7
<PAGE>

B. Application and Initial Premium Processing

Upon receipt of a completed application from a proposed Owner, IPL will follow
certain insurance underwriting (i.e., evaluation of risk) procedures designed to
determine whether the proposed Insured is insurable. This process may involve
such verification procedures as medical examinations and may require that
further information be provided by the proposed Insured before a determination
can be made. A Policy cannot be issued, i.e., physically issued through IPL's
computerized issue system, until this underwriting procedure has been completed.
Policies issued on a guaranteed issue basis do not require evidence of
insurability.

The date on which a Policy is issued is referred to as the "Date of Issue". The
date of issue represents the commencement of the suicide and contestable periods
for purposes of the Policies. It is also the date as of which the insurance age
of the proposed Insured is determined. It represents the first day of the Policy
year and therefore determines the Policy anniversary.

These processing procedures are designed to provide immediate benefits to the
proposed Owner in connection with payment of the initial premium and will not
dilute any benefit payable to an existing Owner. Although a Policy cannot be
issued until after the underwriting process has been completed, the proposed
Insured will receive immediate insurance coverage, if he has paid his minimum
first premium, subject to the other terms and conditions of IPL's Receipt and
Conditional Temporary Insurance Agreement.

IPL will require that the Policy be delivered and the minimum initial premium
paid within a specific period to protect itself against anti-selection by the
proposed Owner resulting from deterioration in the Insured's health. Generally,
the period will not exceed 60 days from the date of completion of the latest of
Parts A and B of the application and any required medical examination.

C. Reinstatement Provision

The Policy may be reinstated within 3 years after the beginning of the Policy
grace period. A Policy will be reinstated upon receipt by IPL of a written
application for reinstatement and production of evidence of insurability
satisfactory to IPL and payment of a minimum amount of premium as defined in the
Policy.

8
<PAGE>

On the date of reinstatement, the Policy will have (i) a face amount as if no
lapse had occurred and (ii) indebtedness equal to any indebtedness at the end of
the day immediately preceding the date of reinstatement.

The Account Value on the date of reinstatement will be (a) less (b) and (c)
where:

(a) is the amount of the reinstatement premium payment referenced above plus any
surrender charge made on the date of lapse;

(b) is the aggregate premium expense charges, i.e., sales and administrative
charge, premium tax charge and Federal DAC tax charge; and

(c) is the sum of all charges that would have been deducted from the Account
Value from the date of lapse to the date of reinstatement if the Policy had not
lapsed, with interest on each such charge at an effective annual rate of 6% to
the date of reinstatement.

In order to assist a lapsed Owner in making a considered judgment as to whether
to reinstate, IPL may calculate the amount payable upon reinstatement and
"freeze" the amount for up to ten days.

D. Repayment of Loan

The Owner may repay all or a portion of any indebtedness while the insured is
living and the Policy is in full force. When a loan is made, shares are redeemed
in an aggregate value equal to the amount of the loan and this aggregate value
is transferred to the general account and carried as a Loan Account. The shares
redeemed will be redeemed in each subaccount in the proportions designated by
the Owner (or, in the absence of such a designation, in the same proportion as
the Account Value is then allocated among the subaccounts). Upon each loan
repayment, the same proportionate amount of the entire loan as was borrowed from
the Fixed Account will be repaid to the Fixed Account. The remainder of the loan
repayment will be allocated to the appropriate subaccounts in the proportions
designated by the Owner (or, in the absence of such a designation, as stipulated
in the current Investment Rule).

While the indebtedness is outstanding, that portion of the Account Value that is
in the Loan Account is credited with interest at an effective annual rate of
3.0% for the first 9 Policy years and at an effective annual rate of 4.0% in
years 10 and beyond, rates which will usually be different than the net return
for the subaccounts. Since the Loan Account and the remaining portion of the
Account Value will generally have different rates of investment return, any
Death Benefit above the face amount, the Account Value, and the Surrender Value
are permanently affected by any indebtedness, whether or not repaid in whole or
in part. The amount of any outstanding indebtedness is subtracted from the
amount otherwise payable when the Policy proceeds become payable.

9
<PAGE>

E. Correction of Misstatement of Age or Sex

If IPL discovers that the age or sex of the Insured has been misstated, IPL will
reconstruct the Policy by determining what benefits the premium paid would have
purchased at the correct age or sex. Special adjustments may have to be made if
the resultant face amount is below IPL's minimum size Policy.

Once the benefits are redetermined, IPL will make the necessary adjustment in
the reserve assets in the Account to reflect the redetermined benefits and the
correct age and sex of the Insured.

III. Conversion of Policy

IPL's Policies, in accordance with Rule 6e-3(T)(b)(v)(B) under the 1940 Act,
provide that the Owner within 24 months of issue, or any time after thereafter,
may transfer the entire Account Value under the Policy to the Fixed Account thus
creating a non-variable or fixed benefit life insurance Policy. This conversion
privilege is designed to permit an Owner to change his or her mind and to obtain
a fixed benefit Policy.