INVESTORS PARTNER LIFE SEPARATE ACCOUNT IPL-1, 497, 1999-06-18

INVESTORS PARTNER LIFE SEPARATE ACCOUNT IPL-1
497, 1999-06-18

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PROSPECTUS DATED JUNE 16, 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............................. 34
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).

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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

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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

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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

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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

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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 considerations" 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

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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.

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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

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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.

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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
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>