INVESTORS PARTNER LIFE SEPARATE ACCOUNT IPL-1, S-6, 2000-02-07

INVESTORS PARTNER LIFE SEPARATE ACCOUNT IPL-1
S-6, 2000-02-07

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<PAGE>

Registration No. 333-____

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2

SEPARATE ACCOUNT IPL-1
(Exact name of trust)

INVESTORS PARTNER LIFE INSURANCE COMPANY
(Name of depositor)

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

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

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

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

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>

CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
Form N-8B-2
Item Caption in Prospectus
- ---- ---------------------
<C> <S>
1 "Additional Information - How we support the policy and investment options - Separate
Account IPL-1"

2 Cover Page

3 Not Applicable

4 "Additional Information - How we market the policies"

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

7, 8, 9 Not Applicable

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

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

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

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

10(i) Not Applicable

11, 12 Cover Page

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

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

16 "Additional Information - How we support the policy and investment options"
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Form N-8B-2
Item Caption in Prospectus
- ---- ---------------------
<C> <S>
17 "Basic Information - How do I communicate with IPL?"; "Basic Information - Is there a
minimum amount I must invest?"; "Additional Information - Effect of policy loans"

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

19 "Additional Information - Reports that you will receive"

20 Not Applicable

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

22,23 Not Applicable

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

25 "Additional Information - Description of IPL"

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

27 "Additional Information - Reports that you will receive"

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

29 "Additional Information - Description of IPL"

30,31,32,33,34 Not Applicable

35 "Additional Information - Description of IPL"

36,37 Not Applicable

38,39 "Additional Information - How we market the policies"
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Form N-8B-2
Item Caption in Prospectus
- ---- ---------------------
<S> <C>
40 Not Applicable

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

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

42,43 Not Applicable

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

45 Not Applicable

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

48,49,50 Not Applicable

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

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

51(h) - (j) Not Applicable

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

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

53(b),54,55,56 Not Applicable

57,58,59 Not Applicable
</TABLE>
<PAGE>

PART II

UNDERTAKING TO FILE REPORTS

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

REPRESENTATION OF REASONABLENESS

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

UNDERTAKING REGARDING INDEMNIFICATION

Pursuant to Article VI of Investors Partner's Bylaws and Title 8,
Subchapter IV, Section 145 of the Delaware Corporation Law, Investors Partner
indemnifies each director, former director, officer, and former officer, and his
or her heirs and legal representatives from liability incurred or imposed in
connection with any legal action in which he or she may be involved by reason of
any alleged act or omission as an officer or a director of Investors Partner.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This registration statement comprises the following papers and documents:

The facing sheet.
Cross-Reference Table.
The prospectus consisting of __ pages.
The undertaking to file reports.
The representation of reasonableness
The undertaking regarding indemnification.
Written consents (to be filed by amendment).
The signatures.
The following exhibits:

1. A. (1) Investors Partner Life Insurance Company Board Resolution
establishing the separate account*
(2) Not applicable
(3) Distributing Contracts
(a) Principal Underwriting Agreement * *
(b) Form of Selling Agreement between John Hancock Funds Inc.
and selling broker-dealers * *
(c) Schedule of Sales Commissions (to be filed by amendment)
(4) Not applicable
(5) Form of Variable Life Insurance Policy (to be filed by amendment)
(6) (a) Charter of Investors Partner Life Insurance Company * *
(b) By-laws of Investors Partner Life Insurance Company *
(7) Not Applicable.
(8) Not Applicable.
(9) Not Applicable.
(10) Form of Application for Variable Life Insurance Policy
(to be filed by amendment)
(11) Not Applicable. The Registrant invests only in shares of open-end
Funds.

* Incorporated by reference from the Form S-6 Registration Statement of
SEPARATE ACCOUNT IPL-1 (File No. 33-71341) filed on January 28, 1999.
* * Incorporated by reference from Pre-effective Amendment No. 1 to the Form
S-6 Registration Statement of SEPARATE ACCOUNT IPL-1 (File No. 333-71341) filed
on June 10, 1999.

3. An opinion of counsel as to the legality of the securities being
offered. (Included in Exhibit 1. (A)(5) above)

4. Not Applicable

5. Not Applicable

6. Opinion and consent of actuary (to be filed by amendment)

7. Consent of independent auditors (to be filed by amendment)
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
SEPARATE ACCOUNT IPL-1, has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunder duly authorized, and its seal to be
hereunto fixed and attested, all in the City of Boston and Commonwealth of
Massachusetts on the 2nd day of February, 2000.

SEPARATE ACCOUNT IPL-1
(Registrant)

By: Investors Partner Life Insurance Company
(Depositor)

(SEAL)
By /s/ David F. D'Alessandro
-------------------------------------
David F. D'Alessandro
Chairman of the Board
<PAGE>

Pursuant to the requirements or the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities with
Investors Partner Life Insurance Company and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date

<S> <C> <C>
/s/ David F. D'Alessandro Chairman of the Board February 2, 2000
- --------------------------
David F. D'Alessandro

/s/ Maureen R. Ford Vice Chairman of the Board and February 2, 2000
- -------------------------- President (Principal Executive Officer)
Maureen R. Ford

/s/ Thomas E. Moloney Director and Chief Financial Officer February 2, 2000
- -------------------------- (Principal Financial Officer)
Thomas E. Moloney

/s/ Barbara L. Luddy/ Director and Actuary (Principal February 2, 2000
- -------------------------- Accounting Officer)
Barbara L. Luddy

/s/ Robert R. Reitano Director and Chief Investment Officer February 2, 2000
- --------------------------
Robert R. Reitano

/s/ Ronald J. Bocage Director February 2, 2000
- --------------------------
Ronald J. Bocage

/s/ Marylou Gill Fierro Director February 2, 2000
- --------------------------
Marylou Gill Fierro
</TABLE>
<PAGE>

Prospectus dated ___________, 2000

--------------------------------------------------
INVESTORS PARTNER SURVIVORSHIP VARIABLE LIFE
--------------------------------------------------

a flexible premium variable life survivorship insurance policy
issued by
Investors Partner Life Insurance Company ("IPL")

The policy provides an investment option with fixed rates of return
declared by IPL and the following 34 variable investment options:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Variable Investment Option Managed By
-------------------------- ----------
<S> <C>
Managed..................................................... Independence Investment Associates, Inc.
Growth & Income............................................. Independence Investment Associates, Inc.
Fidelity VIP Contrafund(R).................................. Fidelity Management & Research Company
Equity Index................................................ State Street Global Advisors
Large Cap Value............................................. T. Rowe Price Associates, Inc.
V.A. Large Cap Value........................................ John Hancock Advisers, Inc.
Large Cap Growth............................................ Independence Investment Associates, Inc.
Large Cap Aggressive Growth................................. Alliance Capital Management L.P.
Fidelity VIP Growth......................................... Fidelity Management & Research Company
AIM V.I. Value.............................................. A I M Advisors, Inc.
V.A. Technology............................................. John Hancock Advisers, Inc.
Mid Cap Value............................................... Neuberger Berman, LLC
Fundamental Mid Cap Growth.................................. OppenheimerFunds, Inc.
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.
MFS New Discovery........................................... MFS Investment Management(R)
Global Equity............................................... Scudder Kemper Investments, Inc.
Global Balanced............................................. Brinson Partners, Inc.
Janus Worldwide Growth...................................... Janus Capital Corporation
Templeton International - Class 2........................... Templeton Investment Counsel, Inc.
International Equity Index.................................. Independence International Associates, Inc.
International Opportunities................................. Rowe Price-Fleming International, Inc.
Morgan Stanley Dean Witter Investment Management
Emerging Markets Equity..................................... Inc.
Short-Term Bond............................................. Independence Investment Associates, Inc.
Bond Index.................................................. Mellon Bond Associates, LLP
Active Bond................................................. John Hancock Advisers, Inc.
Core Bond................................................... Federated Investment Management Company
Global Bond................................................. J.P. Morgan Investment Management, Inc.
High Yield Bond............................................. Wellington Management Company, LLP
Money Market................................................ John Hancock Life Insurance Company
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

The variable investment options shown on page 1 are those available as of
the date of this prospectus. We may add or delete variable investment options in
the future.

When you select one or more of these variable investment options, we invest
your money in the corresponding investment option(s) of one or more of the
following: the John Hancock Declaration Trust, the John Hancock Variable Series
Trust I, the AIM Variable Insurance Funds, Inc., the Templeton Variable Products
Series Fund, Fidelity's Variable Insurance Products Fund and Variable Insurance
Products Fund II, the Janus Aspen Series (Service Shares) and the MFS Variable
Insurance Trust (together, "the Trusts"). In this prospectus, the investment
options of the Trusts are referred to as "funds". In the prospectuses for the
Trusts, the investment options may be referred to as "funds", "portfolios" or
"series".

Each Trust is a so-called "series" type mutual fund registered with the
Securities and Exchange Commission ("SEC"). The investment results of each
variable investment option you select will depend on those of the corresponding
fund of one of the Trusts. Each of the funds is separately managed and has its
own investment objective and strategies. Attached at the end of this prospectus
is a prospectus for each Trust. The Trust prospectuses contain detailed
information about each available fund. Be sure to read those prospectuses before
selecting any of the variable investment options shown on page 1.

* * * * * * * * * * * *

Please note that the 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.

* * * * * * * * * * * *

IPL Servicing Office
--------------------

Express Delivery U.S. Mail
---------------- ---------
Department 5111 Department 5111
P.O. Box 30000 P.O. Box 30000
99 Founders Plaza Hartford, CT 06150-5111
East Hartford, CT 06108

Phone: 1-877-619-4888

Fax: 1-877-329-4751

2
<PAGE>

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 prospectuses for the Trusts begin.

3
<PAGE>

BASIC INFORMATION

This part of the prospectus provides answers to commonly asked questions about
the policy.
<TABLE>
<CAPTION>
Question Pages to See
- -------- ------------
<S> <C>
.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 Trusts 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 last 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>

4
<PAGE>

What is the policy?

This is a so-called "survivorship" policy that provides coverage on two
insured persons. The policy's primary purpose is to provide lifetime protection
against economic loss due to the death of the last surviving 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 upon the death of the
last surviving insured person (we call this the "death benefit") may be
similarly affected.

While either of the insured persons 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 is
not an insured person, 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 persons. 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.

5
<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 persons don't provide us with adequate evidence that they
continue 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 2 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).

6
<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
surviving insured persons still meet 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 last surviving 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 persons meet 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. (The term
"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 tenth
policy year;

. another that will maintain no-lapse status until the policy
anniversary nearest the 75th birthday of the younger of the insured
persons (this applies only if that insured person is attained age 65
or less when the policy is issued); and

. a third that will maintain no-lapse status until the policy
anniversary nearest the 100th birthday of the younger of the insured
persons.

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 last 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.

7
<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 one of the Trusts 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 6% of a certain portion of the premium
you pay in the first seven policy years. The portion of each year's
premium that is subject to the charge is called

8
<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 7th 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) deducted in each policy year and
(2) a charge deducted only during the first seven policy years that is
based on the amount of insurance and the insured persons' insurance risk
characteristics and attained ages on the policy's date of issue. (An
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 persons
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 each insured person's attained age increases. The
insurance charge is not affected by the death of the first insured person
to die.

. Extra mortality charge - A monthly charge specified in your policy for
-----------------------
additional mortality risk if either of the insured persons 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 .04986% of that portion of your account value
allocated to variable investment options for policy years 1 - 15 and
.01665% thereafter. These percentages equate to effective annual rates of
.60% and .20%, 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.

. Policy split option rider charge - A monthly charge if this rider is
---------------------------------
elected at the time of application for the policy. The charge is 3c per
$1,000 of the face amount of insurance.

. Age 100 waiver of charges rider charge - A monthly charge if this rider is
--------------------------------------
elected at the time of application for the policy. To determine the
charge, we multiply the amount of insurance for which we are at risk by a
rate based on age. The rate is derived from an actuarial table. The table
in your policy will show the maximum rates. The rates we will actually
apply could be less than the maximum rates. This charge will not be made
until the sixth policy year.

9
<PAGE>

. Optional benefits charge - Monthly charges for any optional insurance
------------------------
benefits we may offer (other than those specifically mentioned above) that
are added to the policy by means of a rider.

. 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:

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%

Some of the above percentages may be less for issue ages above 75. 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 Trusts deduct from my investment in the policy?

The Trusts must pay investment management fees and other operating expenses.
These fees and expenses are different for each fund of the Trusts 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 following table for the funds of the John Hancock Variable Series Trust I
shows the management fees currently payable and other fund expenses for each
fund for the fiscal year ended December 31, 1999 (except for the Core Bond
fund). The figures in the table are expressed as percentages (rounded to two
decimal places) of each fund's average daily net assets for 1999 (except for the
Core Bond fund). For the Core Bond fund, all figures shown are estimates for the
current fiscal year because that fund was not in operation prior to the date of
this prospectus

10
<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Other fund
expenses after Total fund Other fund
Management reimbursement expenses after expenses absent
Fund name fees (1) reimbursement reimbursement
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Managed 0.32%
- --------------------------------------------------------------------------------------------------------
Growth & Income 0.25%
- --------------------------------------------------------------------------------------------------------
Equity Index 0.14%
- --------------------------------------------------------------------------------------------------------
Large Cap Value 0.74%
- --------------------------------------------------------------------------------------------------------
Large Cap Growth 0.37%
- --------------------------------------------------------------------------------------------------------
Large Cap Aggressive Growth 1.00%
- --------------------------------------------------------------------------------------------------------
Mid Cap Value 0.80%
- --------------------------------------------------------------------------------------------------------
Fundamental Mid Cap Growth 0.85%
- --------------------------------------------------------------------------------------------------------
Mid Cap Growth 0.85%
- --------------------------------------------------------------------------------------------------------
Real Estate Equity 0.60%
- --------------------------------------------------------------------------------------------------------
Small/Mid Cap Growth 0.75%
- --------------------------------------------------------------------------------------------------------
Small/Mid Cap CORE 0.80%
- --------------------------------------------------------------------------------------------------------
Small Cap Value 0.80%
- --------------------------------------------------------------------------------------------------------
Small Cap Growth 0.75%
- --------------------------------------------------------------------------------------------------------
Global Equity 0.90%
- --------------------------------------------------------------------------------------------------------
Global Balanced 0.85%
- --------------------------------------------------------------------------------------------------------
International Equity Index 0.17%
- --------------------------------------------------------------------------------------------------------
International Opportunities 0.87%
- --------------------------------------------------------------------------------------------------------
Emerging Markets Equity 1.30%
- --------------------------------------------------------------------------------------------------------
Short-Term Bond 0.30%
- --------------------------------------------------------------------------------------------------------
Bond Index 0.15%
- --------------------------------------------------------------------------------------------------------
Active Bond 0.25%
- --------------------------------------------------------------------------------------------------------
Core Bond 0.30%
- --------------------------------------------------------------------------------------------------------
Global Bond 0.69%
- --------------------------------------------------------------------------------------------------------
High Yield Bond 0.65%
- --------------------------------------------------------------------------------------------------------
Money Market 0.25%
- --------------------------------------------------------------------------------------------------------
</TABLE>

(1) John Hancock Life Insurance Company reimburses a fund when the fund's
other operating expenses exceed 0.10% of the fund's average daily net
assets.

The following table for the funds of the John Hancock Declaration Trust
shows the management fees and other fund expenses for each fund for the fiscal
year ended December 31, 1999. The figures in the table are expressed as
percentages (rounded to two decimal places) of each fund's average daily net
assets for 1999.

<PAGE>

(2)John Hancock Funds, Inc., has agreed to limit temporarily other expenses
of each fund to 0.25% of the fund's average daily assets.

The following table for the funds of the Variable Insurance Products Fund
and the Variable Insurance Products Fund II states the total management fee, the
distribution and service fee, the other Service Class operating expense and the
total annual Service Class operating expense for each fund for the fiscal year
ended December 31, 1999. The figures in the table are expressed as percentages
(rounded to two decimal places) of each fund's average daily net assets for
1999. The total class operating expenses do not reflect the effect of any
reduction of certain expenses during the period.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
DISTRIBUTION AND OTHER CLASS TOTAL CLASS
MANAGEMENT SERVICE (12B-1) OPERATING OPERATING
FUND NAME FEES FEES EXPENSES EXPENSES(3)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fidelity VIP Contrafund(R) 0.59%
- -------------------------------------------------------------------------------------------------------
Fidelity VIP Growth 0.59%
- -------------------------------------------------------------------------------------------------------
</TABLE>

(3)Fidelity Management & Research Company has voluntarily agreed to
reimburse the Service Class of the funds to the extent that total
operating expenses (excluding interest, taxes, securities lending fees,
brokerage commissions and extraordinary expenses), as a percentage of
their respective average net assets, exceed 1.10% for the Contrafund and
1.60% for the Growth fund. If certain expense reductions resulting from
the use of brokerage commissions and uninvested cash balances were
included, the above operating expense percentages would have been
reduced by 0.05% for the Contrafund and Growth fund.

The following table for the fund of the Templeton Variable Products Series
Fund shows the management fees, 12b-1 fees and other fund expenses for the
fiscal year ended December 31, 1999. The figures in the table are expressed as
percentages (rounded to two decimal places) of the fund's average daily net
assets for 1999.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
DISTRIBUTION AND
MANAGEMENT SERVICE (12B-1) OTHER FUND TOTAL FUND
FUND NAME FEES FEES (4) EXPENSES EXPENSES
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Templeton International - Class 2 0.69%
- -------------------------------------------------------------------------------------------------------
</TABLE>

(4)The "Rule 12b-1 Plan" for Class 2 shares of the fund is described in the
attached prospectus of the Templeton Variable Products Series Fund.

The following table for the fund of the MFS Variable Insurance Trust shows
the management fees and other fund expenses for the fiscal year ended December
31, 1999. The figures in the table are expressed as percentages (rounded to two
decimal places) of the fund's average daily net assets for 1999.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
TOTAL FUND OTHER FUND
OTHER FUND EXPENSES AFTER EXPENSES ABSENT
MANAGEMENT EXPENSES AFTER REIMBURSEMENT REIMBURSEMENT
FUND NAME FEES REIMBURSEMENT (5) (6)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MFS New Discovery 0.90%
- -------------------------------------------------------------------------------------------------------
</TABLE>

(5)The fund has an expense offset arrangement which reduces the fund's
custodian fee based upon the

<PAGE>

amount of cash maintained by the fund with its custodian and dividend
disbursing agent. The fund may enter into other such arrangements and
directed brokerage arrangements, which would also have the effect of
reducing the fund's expenses. Expenses do not take into account these
expense reductions, and are therefore higher than the actual expenses of
the fund.

(6)MFS Investment Management(R) (also doing business as Massachusetts
Financial Services Company) has contractually agreed to bear expense for
the New Discovery fund, subject to reimbursement by the fund, such that
the fund's "other fund expenses" shall not exceed 0.25% of the average
daily net assets of the fund during the current fiscal year.

The following table for the fund of the AIM Variable Insurance Funds, Inc.,
shows the management fees and other fund expenses for the fiscal year ended
December 31, 1999. The figures in the table are expressed as percentages
(rounded to two decimal places) of the fund's average daily net assets for 1999.

-----------------------------------------------------------------
MANAGEMENT OTHER FUND TOTAL FUND
FUND NAME FEES EXPENSES EXPENSES
-----------------------------------------------------------------
AIM V.I. Value 0.61%
-----------------------------------------------------------------

The following table for the fund of the Janus Aspen Series (Service Shares)
shows the management fees and other fund expenses for the fiscal year ended
December 31, 1999. The figures in the table are expressed as percentages
(rounded to two decimal places) of the fund's average daily net assets for 1999.

-----------------------------------------------------------------
MANAGEMENT OTHER FUND TOTAL FUND
FUND NAME FEES EXPENSES EXPENSES
-----------------------------------------------------------------
Janus Worlwide Growth
-----------------------------------------------------------------

We may receive payments from a fund or its affiliates at an annual rate of
up to approximately 0.25% of the average net assets that holders of our variable
life insurance policies and variable annuity contracts have invested in that
fund. Any such payments do not, however, result in any charge to you in addition
to what is disclosed in the above tables.

What other charges could IPL impose in the future?

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

We also reserve the right to increase the premium and DAC tax charge in
order to correspond with changes in the state premium tax levels or in the
Federal income tax treatment of the deferred acquisition costs for this type of
policy.

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.

13
<PAGE>

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 total 100%.

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:

. 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 as many as twenty-nine 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

14
<PAGE>

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 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.

15
<PAGE>

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).

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 persons. This is called
the "face amount" of insurance. In the policy, this may also be referred to as
the "Sum Insured."

When the last of the two insured persons dies, we will pay the death
benefit minus any outstanding loans. There are two 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

16
<PAGE>

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.

Policy split option

At the time of policy issue, you may elect a rider that will permit the
face amount of insurance to be evenly split into two separate policies, one for
each insured person, but only if the insured persons get divorced or certain
Federal tax law changes occur. The rider may be cancelled at any time, but it
will automatically terminate on the date of death of the first insured person to
die or on the policy anniversary nearest the older insured person's 80th
birthday, whichever is earlier. A policy split could have adverse tax
consequences, so check with your tax adviser before electing this rider.

Four-year survivorship term option

At the time of policy issue, you may elect a rider that provides an
additional level death benefit if the last of the two insured persons dies
within the first four policy years. This term rider is not convertible into
whole life insurance. The face amount of the rider will be 122% of the policy's
initial face amount of insurance (subject to any restrictions imposed by
retention and reinsurance limits). There is no separate charge for this rider.
Since this rider increases the amount of insurance for which we are at risk
under the policy, the insurance charge (described on page _) will be higher if
this rider is elected.

When the younger insured person reaches 100

If the policy is still in effect on the policy anniversary nearest the
100th birthday of the younger of the two insured persons, certain things will
happen whether or not the younger insured person is actually alive on that
policy anniversary. What happens depends upon whether the "age 100 waiver of
charges rider" is in effect on that policy anniversary.

If you elected the rider at the time of application for the policy and the
rider is still in effect, the only thing that will happen is that we will stop
deducting any monthly charges (other than the M&E charge) and will stop
accepting premium payments.

If you did not elect the rider at the time of application for the policy
(or if you did elect it and it is no longer in effect), then the following will
happen:

17
<PAGE>

. We will stop deducting any monthly charges (other than the M&E
charge) and will stop accepting any premium payments.

. The death benefit will become equal to the account value on the date
of death. Death benefit Options A and B (as described above) and the
guaranteed death benefit feature will all cease to apply.

We currently offer a number of other optional riders, such as the four year
level term rider.

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 surviving insured
persons still meet 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 $500,000, 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 surviving insured persons still meet 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.

18
<PAGE>

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 2, or

. the IPL representative who delivered the policy to you.

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 Trusts 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 of your insurance
coverage may vary from the terms and conditions described in this prospectus,
depending upon where you reside. These variations will be reflected in your
policy or in endorsements attached to your policy.

19
<PAGE>

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.

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 2.

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

20
<PAGE>

. 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 2. You should also send notice of an
insured person's death and related documentation to the IPL Servicing Office. We
don't consider that we've "received" any 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 names of the insured persons. 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 persons or entities that use programmed or 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.

21
<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 a male insured person who is a 55 years old and a standard non-
smoker underwriting risk when the policy is issued and for a female insured
person who is 50 years old and a 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. The tables assume that no optional rider benefits
have been elected.

With respect to fees and expenses deducted from assets of the Trusts, 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 operating expenses of the Trusts equivalent to an effective annual
rate of .07%. These rates are the arithmetic average for all funds of the Trusts
that are available as investment options under this prospectus. 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 the issue age, sex and underwriting risk classification of each of
your proposed insured persons, and the face amount and annual Planned Premium
amount requested.

22
<PAGE>

Death Benefit Option A: Level Death Benefit
Illustration assumes Current Charges

Male, Issue Age 55, Standard Nonsmoker Underwriting Risk
Female, Issue Age 50, Standard Nonsmoker Underwriting Risk
Face Amount: $500,000
$_____ 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
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
25
30
35
40
45
</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.

23
<PAGE>

Death Benefit Option A: Level Death Benefit
Illustration assumes Maximum Charges

Male, Issue Age 55, Standard Nonsmoker Underwriting Risk
Female, Issue Age 50, Standard Nonsmoker Underwriting Risk
Face Amount: $500,000
$_____ Planned Premium*

<PAGE>

Death Benefit Option B: Variable Death Benefit
Illustration assumes Current Charges

Male, Issue Age 55, Standard Nonsmoker Underwriting Risk
Female, Issue Age 50, Standard Nonsmoker Underwriting Risk
Face Amount: $500,000
$_____ Planned Premium*

25
<PAGE>

Death Benefit Option B: Variable Death Benefit
Illustration Assumes Maximum Charges

Male, Issue Age 55, Standard Nonsmoker Underwriting Risk
Female, Issue Age 50, Standard Nonsmoker Underwriting Risk
Face Amount: $500,000
$_____ 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
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
25
30
35
40
45
</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.

26
<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
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>

27
<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 Life Insurance
Company ("John Hancock"), a Massachusetts stock life insurance company. On
February 1, 2000, John Hancock Mutual Life Insurance Company (which was
chartered in Massachusetts in 1862) converted to a stock company by
"demutualizing" and changed its name to John Hancock Life Insurance Company. As
part of the demutualization process, John Hancock became a subsidiary of John
Hancock Financial Services, Inc., a newly formed publicly-traded corporation.
John Hancock's home office is at John Hancock Place, Boston, Massachusetts
02117. At year end 1999, John Hancock's assets were approximately $__ 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 one of
the Trusts. New subaccounts may be added as new funds are added to the Trusts
and made available to policy owners. Existing subaccounts may be deleted if
existing funds are deleted from the Trusts.

We will purchase and redeem Trust shares for the Account at their net asset
value without any sales or redemption charges. Shares of a 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

28
<PAGE>

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).

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
$500,000. In the policy, the face amount may be referred to as the "Sum
Insured." At the time of issue, all of the following must be true:

. Each insured person must have an attained age of at least 20 and no more
than 85.

. The older of the two insured persons must have an attained age of no more
than 90.

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 persons 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 persons' rate classes should be.
After we approve an application for a policy and assign appropriate insurance
rate classes, 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 last insured
person dies (except for the circumstances described under "Temporary insurance
coverage prior to policy delivery" on page 26).

29
<PAGE>

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 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 one or both of the insured
persons, 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 an 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 persons 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 we think will cause a policy to
become a modified endowment or will cause a policy to lose its status as

30
<PAGE>

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 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 last surviving 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 last surviving 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.

31
<PAGE>

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 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

32
<PAGE>

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 seven policy
years, you would pay total premium sales and administrative charges of $420. If
you paid $2,000 (i.e., two times the Target Premium amount) in every other
policy year up to the seventh policy year, you would pay total premium sales and
administrative charges of only $210. 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 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 last surviving 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

33
<PAGE>

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 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 a 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.

34
<PAGE>

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.

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 59 1/2.

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

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<PAGE>

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 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
each 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 Trusts. We will vote the shares of each of the
funds of the Trusts which are deemed attributable to variable life insurance
policies at regular and special meetings of the Trusts' shareholders in
accordance with instructions received from owners of such policies. Shares of
the Trusts 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
or Board of Directors 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 a 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, John Hancock, or an affiliate of either, (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

36
<PAGE>

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.

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 either 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 either 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 death of the last surviving insured person,
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.

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<PAGE>

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 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 death of the last surviving
insured person. You may change the beneficiary during that 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 last surviving insured person dies, we will pay
the insurance proceeds to the owner or the owner's estate.

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 and the Account included in this prospectus
have been audited by Ernst & Young LLP, independent auditors, for the periods
indicated in their reports thereon which appear elsewhere herein and have been
included in reliance on their reports 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.

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.

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<PAGE>

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:

Directors Principal Occupations
- --------- ---------------------
David F. D'Alessandro Chairman of the Board of IPL; President and Chief
Operating Officer, John Hancock Life Insurance Company
Maureen R. Ford Vice Chairman of the Board, President and Chief
Executive Officer of IPL; Senior Vice President, John
Hancock Life Insurance Company
Thomas E. Moloney Director of IPL; Chief Financial Officer, John Hancock
Life Insurance Company.
Robert R. Reitano Director and Chief Investment Officer of IPL; Vice
President, John Hancock Life Insurance Company.
Barbara L. Luddy Director and Actuary of IPL; Second Vice President,
John Hancock Life Insurance Company.
Ronald J. Bocage Director of IPL; Vice President and Counsel, John
Hancock Life Insurance Company
Marylou Gill Fierro Director of IPL; Counsel, John Hancock Life Insurance
Company.
Rose Cahill Vice President of Marketing of IPL; General Director,
John Hancock Life Insurance Company.
Randi M. Sterrn Vice President of Product Development of IPL; Senior
Associate Actuary, John Hancock Life Insurance Company
Laura Arling Vice President of Operations of IPL; Senior Consultant,
John Hancock Life Insurance Company.
John F. Bohinski Vice President of Sales of IPL; President, Essex
Brokerage Services, Cincinatti, Ohio

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

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<PAGE>

[IPL and Account financials to be inserted here by amendment]

40
<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.

<TABLE>
<CAPTION>
Key Word or Phrase Page
<S> <C>
Account.................................................................. 24
account value............................................................ 7
attained age............................................................. 8
beneficiary.............................................................. 34
business day............................................................. 24
changing Option A or B................................................... 28
changing the face amount................................................. 13
charges.................................................................. 7
Code..................................................................... 30
cost of insurance rates.................................................. 8
date of issue............................................................ 26
death benefit............................................................ 4
deductions............................................................... 7
dollar cost averaging.................................................... 11
expenses of the Trusts................................................... 9
face amount.............................................................. 13
fixed investment option.................................................. 7
full surrender........................................................... 11
fund..................................................................... 2
grace period............................................................. 6
guaranteed death benefit feature......................................... 6
Guaranteed Death Benefit Premium......................................... 6
insurance charge......................................................... 8
insured persons.......................................................... 4
investment options....................................................... 1
IPL...................................................................... 24
lapse.................................................................... 6
loan..................................................................... 12
loan interest............................................................ 12
maximum premiums......................................................... 5
Minimum First Premium.................................................... 25
minimum insurance amount................................................. 13
minimum premiums......................................................... 5
modified endowment contract.............................................. 31
monthly deduction date................................................... 26
</TABLE>

<TABLE>
<CAPTION>
Key Word or Phrase Page
<S> <C>
mortality and expense risk charge........................................ 8
Option A; Option B....................................................... 13
optional benefits........................................................ 8
owner.................................................................... 4
partial withdrawal....................................................... 11
partial withdrawal charge................................................ 9
payment options.......................................................... 15
Planned Premium.......................................................... 5
policy anniversary....................................................... 26
policy year.............................................................. 26
premium; premium payment................................................. 4
prospectus............................................................... 2
rebalancing.............................................................. 11
receive; receipt......................................................... 16
reinstate; reinstatement................................................. 6
sales and administrative charges......................................... 7
SEC...................................................................... 2
Separate Account IPL-1................................................... 24
Servicing Office......................................................... 1
special loan account..................................................... 12
subaccount............................................................... 24
surrender................................................................ 11
surrender charge......................................................... 8
surrender value.......................................................... 11
Target Premium........................................................... 8
tax considerations....................................................... 30
telephone transfers...................................................... 17
transfers of account value............................................... 10
Trusts................................................................... 2
variable investment options.............................................. 1
we; us................................................................... 24
withdrawal............................................................... 11
withdrawal charges....................................................... 9
you; your................................................................ 4
</TABLE>