HANCOCK JOHN VARIABLE ANNUITY ACCOUNT U
485BPOS, 2000-11-01
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<PAGE>

       As filed with the Securities and Exchange Commission on November 1, 2000.
                                                            FILE NOS.   2-38827
                                                                       811-2143
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM N-4

                  REGISTRATION STATEMENT UNDER THE SECURITIES
                                  ACT OF 1933                               [_]

                        PRE-EFFECTIVE AMENDMENT NO.                         [_]

                                                                            [X]
                     POST-EFFECTIVE AMENDMENT NO. 43

                                    AND/OR

                  REGISTRATION STATEMENT UNDER THE INVESTMENT
                              COMPANY ACT OF 1940

                                                                            [X]
                             AMENDMENT NO. 26

                       (CHECK APPROPRIATE BOX OR BOXES.)

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

                      JOHN HANCOCK LIFE INSURANCE COMPANY
                              (NAME OF DEPOSITOR)

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

       DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 572-8050

                           RONALD J. BOCAGE, ESQUIRE
                      JOHN HANCOCK LIFE INSURANCE COMPANY
                              JOHN HANCOCK PLACE
                               BOSTON, MA 02117
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

  It is proposed that this filing will become effective (check appropriate
space)

  [_] immediately upon filing pursuant to paragraph (b) of Rule 485

  [X] on November 1, 2000, pursuant to paragraph (b) of Rule 485

  [_] 60 days after filing pursuant to paragraph (a) of Rule 485

  [_] on (date) pursuant to paragraph (a) of Rule 485

  If appropriate check the following box

  [_] this post-effective amendment designates a new effective date for a
    previously filed post-effective amendment

  Pursuant to the provisions of Rule 24f-2, Registrant has registered an in-
definite amount of the securities being offered and filed its Notice for fis-
cal 1999 pursuant to Rule 24f-2 on March 30, 2000.

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<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT U

                             CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
     FORM N-4 ITEM NO.                         SECTION IN PROSPECTUS
     -----------------                         ---------------------
 <C> <S>                            <C>
  1. Cover Page...................  Cover Page
  2. Definitions..................  Special Terms; Variable Account Valuation
                                     Procedures
  3. Synopsis or Highlights.......  Summary Information
  4. Condensed Financial            Condensed Financial Information
      Information.................
  5. General Description of
      Registrant, Depositor and     John Hancock, The Account and the Series
      Portfolio Companies.........   Fund; Voting Privileges; Distribution of
                                     the Contracts
  6. Deductions...................  Charges Under Variable Annuity Contracts
  7. General Description of         The Contracts; The Accumulation Period;
      Variable Annuity Contracts..   Miscellaneous Provisions; Changes in
                                     Applicable Law--Funding and Otherwise
  8. Annuity Period...............  The Annuity Period
  9. Death Benefit................  The Accumulation Period; The Annuity Period
 10. Purchases and Contract         The Contracts; The Accumulation Period;
      Values......................   Variable Account Valuation Procedures;
                                     Performance
 11. Redemptions..................  The Accumulation Period; Miscellaneous
                                     Provisions; Summary Information
 12. Taxes........................  Federal Income Taxes
 13. Legal Proceedings............  Not Applicable
 14. Table of Contents of
      Statement of Additional       Table of Contents of Statement of
      Information.................   Additional Information
</TABLE>
<PAGE>

                        PROSPECTUS DATED NOVEMBER 1, 2000

                          ACCOMMODATOR VARIABLE ANNUITY
          a deferred or immediate variable annuity contract issued by
             JOHN HANCOCK LIFE INSURANCE COMPANY ("JOHN HANCOCK")

  The contract enables you to earn investment-based returns in the following
variable investment options:

<TABLE>
<CAPTION>
VARIABLE INVESTMENT OPTION            MANAGED BY
---------------------------------    -------------------------------------------------------
<S>                            <C>
  Managed . . . . . . . . . . . .    Independence Investment Associates, Inc. and Capital
                                      Guardian Trust Company
  Growth & Income . . . . . . . .    Independence Investment Associates, Inc. and Putnam
                                      Investment Management, Inc.
  Equity Index  . . . . . . . . .    State Street Global Advisors
  Large Cap Value . . . . . . . .    T. Rowe Price Associates, Inc.
  Large Cap Growth  . . . . . . .    Independence Investment Associates, Inc.
  Mid Cap Value . . . . . . . . .    Neuberger Berman, LLC
  Mid Cap Growth  . . . . . . . .    Janus Capital Corporation
  Real Estate Equity  . . . . . .    Independence Investment Associates, Inc. and Morgan
                                      Stanley Dean Witter Investment Management, Inc.
  Small/Mid Cap CORE/sm/  . . . .    Goldman Sachs Asset Management
  Small/Mid Cap Growth  . . . . .    Wellington Management Company, LLP
  Small Cap Equity  . . . . . . .    Capital Guardian Trust Company
  Small Cap Growth  . . . . . . .    John Hancock Advisers, Inc.
  Global Balanced . . . . . . . .    Capital Guardian Trust Company
  International Equity Index  . .    Independence International Associates, Inc.
  International Opportunities . .    T. Rowe Price International, Inc.
  Emerging Markets Equity . . . .    Morgan Stanley Dean Witter Investment Management, Inc.
  Short-Term Bond . . . . . . . .    Independence Investment Associates, Inc.
  Bond Index  . . . . . . . . . .    Mellon Bond Associates, LLP
  Active Bond . . . . . . . . . .    John Hancock Advisers, Inc.
  High Yield Bond . . . . . . . .    Wellington Management Company, LLP
  Global Bond . . . . . . . . . .    Capital Guardian Trust Company
  Money Market  . . . . . . . . .    John Hancock Life Insurance Company
--------------------------------------------------------------------------------------------
</TABLE>

      Contracts are not deposits or obligations of, or insured, endorsed, or
guaranteed by the U.S. Government, any bank, the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other agency, entity or person,
other than John Hancock.  They involve investment risks including the possible
loss of principal.

<PAGE>

  The variable investment options shown on page 1 are those available as of the
date of this prospectus.  We may add, modify or delete variable investment
options in the future. If your contract is a single premium immediate annuity
contract, you may use up to four investment options.  For other contracts, you
may use up to ten.

  When you select one or more of these variable investment options, we invest
your money in the corresponding investment option(s) of the John Hancock
Variable Series Trust I ("the Trust"). In this prospectus, the investment
options of the Trust are referred to as "funds".   In the prospectuses for the
Trust, the investment options may also be referred to as "funds", "portfolios"
or "series".

  The 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 the Trust. 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 the Trust. The Trust prospectus contains detailed information
about each available fund.  Be sure to read that prospectus before selecting any
of the variable investment options shown on page 1.



                      JOHN HANCOCK ANNUITY SERVICING OFFICE
                      -------------------------------------


                                       2

<PAGE>

                             GUIDE TO THIS PROSPECTUS

  This prospectus contains information that you should know before you buy a
contract or exercise any of your rights under the contract.  We have arranged
the prospectus in the following way:

     . The first section contains an "INDEX OF KEY WORDS."

     . Behind the index is the "FEE TABLE."  This section highlights the
       various fees and expenses you will pay directly or indirectly, if you
       purchase a contract.

     . The next section is called "BASIC INFORMATION."  It contains basic
       information about the contract presented in a question and answer
       format.  You should read the Basic Information before reading any
       other section of the prospectus.

     . Behind the Basic Information is "ADDITIONAL INFORMATION."  This
       section gives more details about the contract.  It generally does not
       repeat information contained in the Basic Information.

     . "CONDENSED FINANCIAL INFORMATION" follows the "Additional
       Information."  This gives some basic information about the size and
       past performance of the variable investment options.

 The Trust's prospectus is attached at the end of this prospectus.  You should
save these prospectuses for future reference.

                                IMPORTANT NOTICES

 This is the prospectus - it is not the contract.  The prospectus simplifies
many contract provisions to better communicate the contract's essential
features.  Your rights and obligations under the contract will be determined by
the language of the contract itself.  On request, we will provide the form of
contract for you to review.  In any event, when you receive your contract, we
suggest you read it promptly.

  We've also filed with the SEC a "Statement of Additional Information," dated
November 1, 2000.  This Statement contains detailed information not included in
the prospectus.  Although a separate document from this prospectus, the
Statement of Additional Information has the same legal effect as if it were a
part of this prospectus.  We will provide you with a free copy of the Statement
upon your request.  To give you an idea what's in the Statement, we have
included a copy of the Statement's table of contents on page 33.

  The contracts are not available in all states.  This prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, securities
in any state to any person to whom it is unlawful to make or solicit an offer
in that state.
--------------------------------------------------------------------------------


                                       3

<PAGE>

                                INDEX OF KEY WORDS

  We define or explain each of the following key words used in this prospectus
on the pages shown below:

  KEY WORD                                               PAGE
  Accumulation units...................................    22
  Annuitant............................................    11
  Annuity payments.....................................    24
  Annuity period.......................................    14
  Contract year........................................    12
  Date of issue........................................    12
  Date of maturity.....................................    11
  Funds................................................     2
  Premium payments.....................................    12
  Surrender value......................................    17
  Surrender............................................    17
  Variable investment options..........................    cover
  Withdrawal...........................................    17

                                       4

<PAGE>

                                    FEE TABLE

  The following fee table shows the various fees and expenses that you will pay,
either directly or indirectly, if you purchase a contract.  The table does not
include charges for premium taxes (which may vary by state).

SALES CHARGE DEDUCTED FROM PREMIUM PAYMENTS

<TABLE>
<CAPTION>
<S>                                     <C>
Periodic premium deferred contracts*
 contracts*                                8% of first $10,000 paid
                                           7% of next $15,000 paid
                                           3% of all amounts over $25,000
Single premium immediate contracts
 contracts*                                4% first $10,000 paid
                                           3% of next $15,000 paid
                                           2% of next $75,000 paid
                                           1% of all amounts over $75,000 plus
                                           a $50 administrative expense deduction
------------------------------------------------------------------------------------
Single premium deferred contracts*         4.5% of the first $10,000 paid
                                           3.5% of the next $15,000 paid
                                           2.5% of the next $75,000 paid 1.
                                           1.5% of all amounts over $100,000 plus
                                           a $50 administrative expense deduction
------------------------------------------------------------------------------------
</TABLE>

   *  The minimum death benefit charge included in the above sales loads is
      0.50%. Because no minimum death benefit is provided on or after the
      "contract anniversary" nearest the annuitant's 65th birthday, no deduction
      is made for this benefit from payments made on or after this date. See
      "Guaranteed minimum death benefit," beginning on page 18.

ANNUAL CONTRACT FEE

<TABLE>
<CAPTION>
<S>                          <C>
Periodic premium deferred
contracts
 contracts*                  $10 (or, if less, 2% of contracts's total value)
  (deducted only prior to
    maturity)
Single premium immediate
contracts

 contracts*                  $0
-------------------------------------------------------------------------------
Single premium deferred      $0
contracts
-------------------------------------------------------------------------------
</TABLE>


ANNUAL CONTRACT EXPENSES (as a % of the average total value of your variable
investment option)

<TABLE>
<CAPTION>
<S>                                   <C>
  Mortality and Expense Risk Charge     0.75%
--------------------------------------------------
  Administrative Services Charge        0.25%
--------------------------------------------------
  Total Annual Contract Charge          1.00%
--------------------------------------------------
</TABLE>


                                       5

<PAGE>

ANNUAL FUND EXPENSES (based on % of average net assets)

  The funds must pay investment management fees and other operating expenses.
These fees and expenses are different for each fund 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 figures for the funds are based on historical fund expenses, as
a percentage (rounded to two decimal places) of each fund's average daily net
assets for 1999, except as indicated in the Note appearing at the end of this
table. Expenses of the funds are not fixed or specified under the terms of the
contracts, and those expenses may vary from year to year.

<TABLE>
<CAPTION>
                        Investment  Other Operating  Total Fund   Other Operating
                        Management   Expenses With   Operating     Expenses Absent
Fund Name                   Fee      Reimbursement    Expenses      Reimbursement
---------               ----------  ---------------  ----------  ------------- -----
<S>                     <C>         <C>              <C>         <C>
JOHN HANCOCK VARIABLE
 SERIES TRUST I
    (NOTE 1):
Managed . . . . . . .     0.67%          0.03%         0.70%           0.03%
Growth & Income . . .     0.67%          0.03%         0.70%           0.03%
Equity Index  . . . .     0.14%          0.00%         0.14%           0.08%
Large Cap Value . . .     0.74%          0.10%         0.84%           0.11%
Large Cap Growth  . .     0.36%          0.03%         0.39%           0.03%
Mid Cap Value . . . .     0.80%          0.10%         0.90%           0.12%
Mid Cap Growth  . . .     0.82%          0.10%         0.92%           0.11%
Real Estate Equity  .     1.01%          0.10%         1.11%           0.10%
Small/Mid Cap CORE/sm/    0.80%          0.10%         0.90%           0.66%
Small/Mid Cap Growth      0.75%          0.10%         0.85%           0.10%
Small Cap Equity *  .     0.90%          0.10%         1.00%           0.16%
Small Cap Growth  . .     0.75%          0.10%         0.85%           0.14%
Global Balanced * . .     1.05%          0.10%         1.15%           0.46%
International Equity
 Index  . . . . . . .     0.16%          0.10%         0.26%           0.22%
International
 Opportunities  . . .     0.87%          0.10%         0.97%           0.29%
Emerging Markets
 Equity . . . . . . .     1.27%          0.10%         1.37%           2.17%
Short-Term Bond . . .     0.30%          0.10%         0.40%           0.13%
Bond Index  . . . . .     0.15%          0.10%         0.25%           0.20%
Active Bond * . . . .     0.61%          0.03%         0.64%           0.03%
Global Bond . . . . .     0.85%          0.10%         0.95%           0.15%
High Yield Bond . . .     0.65%          0.10%         0.75%           0.39%
Money Market  . . . .     0.25%          0.06%         0.31%           0.06%
</TABLE>

NOTE TO ANNUAL FUND EXPENSES

  (1) John Hancock Variable Series Trust I funds' percentages for "other fund
      expenses" are based on the allocation methodology and expense
      reimbursement policy adopted April 23, 1999 and are calculated as if that
      allocation methodology and expense reimbursement policy had been in effect
      for all of 1999. Under the expense reimbursement policy, John Hancock Life
      Insurance Company voluntarily reimburses a fund when the fund's "other
      fund expenses" exceed 0.10% of the fund's average daily net assets (0.00%
      for Equity Index). Shareholders of the Managed, Growth & Income, Real
      Estate Equity, Small Cap Equity, Global Balanced, Active Bond and Global
      Bond funds have approved new management fee schedules, which apply to
      these funds effective November 1, 2000. The investment management fee
      percentages for each of these funds is calculated as if those new fee
      schedules were in effect for all of 1999. The investment management fee
      percentages for all other funds reflect the investment management fees
      that were actually payable for 1999.

                                       6

<PAGE>

   *  Small Cap Equity was formerly "Small Cap Value",  Global Balanced was
      formerly "International Balanced", and Active Bond was formerly "Sovereign
      Bond".

  "CORE/sm/" is a service mark of Goldman, Sachs & Co./ /


 EXAMPLES

The following examples illustrate the current expenses you would pay, directly
or indirectly, on a $1,000 investment allocated to one of the variable
investment options, assuming a 5% annual return on assets. These examples do not
include any applicable premium taxes or any fees for optional benefit riders.
The examples should not be considered representations of past or future
expenses; actual charges may be greater or less than those shown above. The
examples assume fund expenses at rates set forth above for 1999, after
reimbursements. The annual contract fee has been included as an annual
percentage of assets.

  If you "surrender" (turn in) a periodic premium deferred contract or begin
receiving annuity payments under one of its annuity payment options at the end
of the applicable time period, you would pay:


<TABLE>
<CAPTION>
PERIODIC PREMIUM DEFERRED CONTRACT
--------------------------------------------------------------------
                               1 YEAR   3 YEARS  5 YEARS   10 YEARS
--------------------------------------------------------------------
<S>                           <C>       <C>      <C>      <C>
                              $        $1
                                        3        $1       $2
Managed                       9         0        65       66
                              6
--------------------------------------------------------------------
                              $                  $1
                                       $1         6       $2
Growth & Income               9        30         5       66
                              6
--------------------------------------------------------------------
                              $

Equity Index                  9        $114      $138     $209
                              1
--------------------------------------------------------------------
                              $

Large Cap Value               9        $134      $172     $280
                              7
--------------------------------------------------------------------
                              $

Large Cap Growth              9        $121      $150     $235
                              3
--------------------------------------------------------------------
                              $

Mid Cap Value                 9        $135      $175     $285
                              8
--------------------------------------------------------------------
                              $
                                                          $28
Mid Cap Growth                9         $136     $176     7
                              8
--------------------------------------------------------------------
                              $         $1       $1       $
Real Estate Equity            100       41       8        306
                                                 5
--------------------------------------------------------------------
                              $

Small/Mid Cap CORE            9         $135     $175     $285
                              8
--------------------------------------------------------------------
                              $

Small/Mid Cap Growth          9         $134     $173     $281
                              7
--------------------------------------------------------------------
                              $                           $2
                                        $13      $1       9
Small Cap Equity              9         8        80       5
                              9
--------------------------------------------------------------------
                              $

Small Cap Growth              9         $134     $173     $281
                              7
--------------------------------------------------------------------
                              $         $1       $1       $
Global Balanced               100       42       8        309
                                                 7
--------------------------------------------------------------------
                              $

International Equity Index    9         $117     $144     $221
                              2
--------------------------------------------------------------------
                              $
International Opportunities
OpportunitiesOpportunities    9         $137     $178     $292
                              8
--------------------------------------------------------------------
Emerging Markets Equity       $102      $148     $197     $330
--------------------------------------------------------------------
                              $

Short-Term Bond               9         $121     $151     $236
                              3
--------------------------------------------------------------------
                              $

Bond Index                    9         $117     $144     $220
                              2
--------------------------------------------------------------------
                              $
                                        $1       $1       $2
Active Bond                   9         27       61       57
                              5
--------------------------------------------------------------------
                              $
                                        $13      $17      $2
Global Bond                   9         7        7        90
                              8
--------------------------------------------------------------------
High Yield Bond               $         $131     $168     $271
                              96
--------------------------------------------------------------------
                              $

Money Market                  9         $118     $147     $226
                              2
--------------------------------------------------------------------
</TABLE>





                                       7

<PAGE>

  If you "surrender" (turn in) a single premium deferred contract or begin
receiving annuity payments under one of its annuity payment options at the end
of the applicable time period, you would pay:


<TABLE>
<CAPTION>
SINGLE PREMIUM DEFERRED CONTRACT
---------------------------------------------------------------------
                              1 YEAR    3 YEARS   5 YEARS   10 YEARS
---------------------------------------------------------------------
<S>                           <C>      <C>        <C>      <C>
Managed                       $        $          $1       $2
                              71       106        42       45
---------------------------------------------------------------------
                                       $
                              $        106        $1       $2
Growth & Income               71                  42       45
                                       93
---------------------------------------------------------------------
Equity Index                  $66      $  89      $114     $186
---------------------------------------------------------------------
Large Cap Value               $73      $110       $149     $259
---------------------------------------------------------------------
Large Cap Growth              $68      $  97      $127     $213
---------------------------------------------------------------------
Mid Cap Value                 $73      $111       $152     $265
---------------------------------------------------------------------
Mid Cap Growth                $7       $112       $153     $26
                              3                            7
---------------------------------------------------------------------
                              $7       $1         $1       $2
Real Estate Equity            5        17         6        86
                                                  2
---------------------------------------------------------------------
Small/Mid Cap CORE            $73      $111       $152     $265
---------------------------------------------------------------------
Small/Mid Cap Growth          $73      $110       $150     $260
---------------------------------------------------------------------
                              $7       $11        $15      $2
Small Cap Equity              4        4          7        7
                                                           5
---------------------------------------------------------------------
Small Cap Growth              $73      $110       $150     $260
---------------------------------------------------------------------
                              $7       $11        $1       $2
Global Balanced               6        9          6        9
                                                  4        0
---------------------------------------------------------------------
International Equity Index    $67      $  93      $120     $199
---------------------------------------------------------------------
International Opportunities   $74      $113       $155     $272
OpportunitiesOpportunities
---------------------------------------------------------------------
Emerging Markets Equity       $78      $125       $175     $311
---------------------------------------------------------------------
Short-Term Bond               $68      $  97      $127     $214
---------------------------------------------------------------------
Bond Index                    $67      $  92      $120     $198
---------------------------------------------------------------------
                                       $
                                       103

                              $        103        $1       $2
Active Bond                   70       9          38       36
                                       3
---------------------------------------------------------------------
Global Bond                   $7       $1         $1       $2
                              4        13         54       70
---------------------------------------------------------------------
High Yield Bond               $72      $          $145     $250
                                       107
---------------------------------------------------------------------
Money Market                  $68      $  94      $123     $204
---------------------------------------------------------------------
</TABLE>




                                       8

<PAGE>

  Assuming that annuity payments begin at the earliest possible date* on a
single premium immediate annuity contract, you would pay:

<TABLE>
<CAPTION>
SINGLE PREMIUM IMMEDIATE CONTRACT
--------------------------------------------------------------------
                              1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------
<S>                           <C>      <C>       <C>      <C>
Managed                       $6       $         $1       $2
                              6        101       38       41
--------------------------------------------------------------------
Growth & Income               $6       $         $1       $
                              6        101       38       241
--------------------------------------------------------------------
Equity Index                  $61      $  84     $110     $182
--------------------------------------------------------------------
Large Cap Value               $68      $105      $145     $255
--------------------------------------------------------------------
Large Cap Growth              $63      $  92     $122     $209
--------------------------------------------------------------------
Mid Cap Value                 $68      $107      $148     $261
--------------------------------------------------------------------
Mid Cap Growth                $69      $10       $14      $26
                                       7         8        3
--------------------------------------------------------------------
                              $        $1        $1       $2
Real Estate Equity            70       13        5        82
                                                 8
--------------------------------------------------------------------
Small/Mid Cap CORE            $68      $107      $148     $261
--------------------------------------------------------------------
Small/Mid Cap Growth          $68      $105      $145     $256
--------------------------------------------------------------------
                              $6       $1        $1       $2
Small Cap Equity              9        10        52       7
                                                          1
--------------------------------------------------------------------
Small Cap Growth              $68      $105      $145     $256
--------------------------------------------------------------------
                              $        $1        $1       $2
Global Balanced               71       14        6        8
                                                 0        6
--------------------------------------------------------------------
International Equity Index    $62      $  88     $116     $195
--------------------------------------------------------------------
International Opportunities   $69      $109      $151     $268
OpportunitiesOpportunities
--------------------------------------------------------------------
Emerging Markets Equity       $73      $120      $170     $307
--------------------------------------------------------------------
Short-Term Bond               $64      $  92     $123     $210
--------------------------------------------------------------------
Bond Index                    $62      $  88     $115     $194
--------------------------------------------------------------------
Active Bond                   $6       $         $1       $
                              6        98        33       232
--------------------------------------------------------------------
Global Bond                   $67      $104      $142     $250
--------------------------------------------------------------------
High Yield Bond               $67      $102      $140     $246
--------------------------------------------------------------------
Money Market                  $63      $  89     $118     $200
--------------------------------------------------------------------
</TABLE>

  *   A single premium immediate annuity contract cannot be surrendered and
    must begin an annuity payment option in not more than one year from the
    date of issue.

                                       9

<PAGE>

                                BASIC INFORMATION

  This "Basic Information" section provides answers to commonly asked questions
about the contract.  Here are the page numbers where the questions and answers
appear:

  QUESTION                                             STARTING ON PAGE
  --------                                             ----------------

What is the contract?. . . . . . . . . . . . . . . . . .              11

Who owns the contract?. . . . . . . . . . . . . . . . . .             11

Is the owner also the annuitant?. . . . . . . . . . . . .             11

How can I invest money in a contract?. . . . . . . . . . .            12

How will the value of my investment in the contract
change over time?. . . . . . . . . . . . . . . . . . . . .            13

What annuity benefits does the contract provide?. . . . .             14

To what extent can John Hancock vary the terms and conditions
of its contracts in particular cases?. . . . . . . . . . .            14

What are the tax consequences of owning a contract?. . . .            14

How can I change my contract's investment allocations?. . .           15

What fees and charges will be deducted from my contract?. .           16

How can I withdraw money from my contract?. . . . . . . . .           17

What happens if the annuitant dies before my contract's
date of maturity? . . . . . . . . . . . . . . . . . . . . . .         18

Can I return my contract?. . . . . . . . . . . . . . . . . . .        19


                                       10

<PAGE>

 WHAT IS THE CONTRACT?

  The contract is a variable annuity contract.  An "annuity contract" provides a
person (known as the "annuitant" or "payee") with a series of periodic payments.
 Under a "variable" annuity contract, the amount you have invested can increase
or decrease in value daily based upon the value of the variable investment
options chosen.

  This prospectus offers three versions of the contract.  One version is a
periodic premium deferred variable annuity contract.  "Deferred" means that we
will not begin to make annuity payments under the contract until a future date
(called the "date of maturity").  Until then you may make additional premium
payments into your contract.  This is what we mean by "periodic payment"
contract.

  The second version of the contract is a single premium immediate variable
annuity contract.  By "single premium" we mean that only one lump sum premium
payment is made.  By "immediate" annuity, we mean that we start making annuity
payments not more than one year after you pay your premium.

  The third form of contract is a single premium deferred variable annuity
contract.  Under this contract,  an initial lump sum premium is made, but we
don't start making annuity payments until a future date of maturity.  You are
permitted to make one additional premium payment after your initial lump sum
premium.

  We measure the years and anniversaries of your contract from its date of
issue.  We use the term contract year to refer to each period of time between
anniversaries of your contract's date of issue.

 WHO OWNS THE CONTRACT?

  That's up to you.  Unless the contract provides otherwise, the owner of the
contract is the person who can exercise the rights under the contract, such as
the right to choose the investment options or the right to surrender the
contract.  In many cases, the person buying the contract will be the owner.
 However, you are free to name another person or entity (such as a trust) as
owner.  In writing this prospectus, we've assumed that you, the reader, are the
person or persons entitled to exercise the rights and obligations under
discussion.  If a contract has joint owners, both must join in any written
notice or request.

 IS THE OWNER ALSO THE ANNUITANT?

  Again, that's up to you.  The annuitant is the person upon whose death the
contract's death benefit becomes payable.  Also, the annuitant receives payments
from us under any annuity option that commences during the annuitant's lifetime.
 In many cases, the same person is both the annuitant and the owner of a
contract.  However, you are free to name another person as annuitant.

                                       11

<PAGE>

 HOW CAN I INVEST MONEY IN A CONTRACT?

Premium payments

  We call the investments you make in your contract premiums or premium
payments.  You need at least an initial premium payment of $1,000 to purchase a
periodic premium contract and at least $5,000 to purchase a single premium
contract.  There is an exception, however, if you purchase a single premium
deferred contract with the proceeds of fixed benefit insurance policies and
annuity contracts issued by John Hancock.  In that case, the initial single
premium need only be $2,000.  You can make one additional payment of at least
$2,500 into a single premium deferred contract.  If you choose to contribute
more money into a periodic premium contract, each subsequent premium payment
must be at least $50.

Applying for a contract

  An authorized representative of the broker-dealer through whom you purchase
your contract will assist you in (1) completing an application for a contract
and (2) transmitting it, along with your initial premium payment, to the John
Hancock Annuity Servicing Office.

  Once we receive your initial premium payment and all necessary information, we
will issue your contract and invest your initial premium payment within two
business days.  If the information is not in good order, we will contact you to
get the necessary information.  If for some reason, we are unable to complete
this process within 5 business days, we will either send back your money or get
your permission to keep it until we get all of the necessary information.

Limits on premium payments

  While the annuitant is alive and the contract is in force, you can make
premium payments to a periodic premium contract at any time before the contract
date of maturity.  However, your premium payments for the first contract year
may not, unless we consent in writing, exceed twice the specified annual premium
amount in your contract.  (Payment of such specified premiums is not mandatory,
however.)   In subsequent contract years, you may not pay more than twice the
largest amount of premiums you paid in any previous contract year.

  We will not issue a contract if the proposed annuitant is age 85 or older.  We
may waive any of these limits, however.

Ways to make premium payments

  Premium payments made by check or money order must be:

     . drawn on a U.S. bank,

     . drawn in U.S. dollars, and

     . made payable to "John Hancock."

                                       12

<PAGE>

  Premium payments after the initial premium payment should be sent to the John
Hancock Annuity Servicing Office at one of the addresses shown on page 2 of this
prospectus. We will accept your initial premium payment by exchange from another
insurance company. You can find information about other methods of premium
payment by contacting your John Hancock representative or by contacting the John
Hancock Annuity Servicing Office.

  Once we have issued your contract and it becomes effective, we credit you with
any additional premiums you pay as of the day we receive them at the John
Hancock Annuity Servicing Office.

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

  Prior to a contract's date of maturity, the amount you've invested in any
variable investment option will increase or decrease based upon the investment
experience of the corresponding fund.  Except for certain charges we deduct,
your investment experience will be the same as if you had invested in the fund
directly and reinvested all fund dividends and distributions in additional
shares.  We describe the calculations under "The accumulation period," beginning
on page 22.

  Like a regular mutual fund, each fund deducts investment  management fees and
other operating expenses.  These expenses are shown in the Annual Fund Expenses
table on page 7.  However, unlike a mutual fund, we will also deduct charges
relating to the annuity guarantees and other features provided by the contract.
 These charges reduce your investment performance and the amount we have
credited to your contract in any variable investment option.  We describe these
charges under "What fees and charges will be deducted from my contract?"
beginning on page 16.

  At any time before the date of maturity, the total value of your contract
equals

     . the total amount you invested,

     . minus all charges we deduct,

     . minus all withdrawals you have made, and

     . plus or minus each variable investment option's positive or negative
       investment return that we credit daily to any of your contract's
       value daily while it is in that option.

                                       13

<PAGE>

 WHAT ANNUITY BENEFITS DOES A CONTRACT PROVIDE?

  If you have a deferred variable annuity contract that is still in effect on
its date of maturity, it enters what is called the annuity period.  An immediate
annuity contract enters the annuity period immediately.

  During the annuity period, we make a series of variable annuity payments to
you as provided under one of our several annuity options.  Under a deferred
variable annuity contract, the form in which we will make the annuity payments
and the proportion of such payments that will be based on each variable
investment option depend on the elections that you have in effect on the date of
maturity.  Therefore you should exercise care in selecting your date of maturity
and your choices that are in effect on that date.

  If you purchase an immediate annuity contract, your annuity payment option and
the variable investment option or options on which it is based, are as you elect
in your purchase application.

  You should carefully review the discussion under "The annuity period,"
beginning on page 23, for information about all of these choices you can make.

 TO WHAT EXTENT CAN JOHN HANCOCK VARY THE TERMS AND CONDITIONS OF ITS CONTRACTS
IN PARTICULAR CASES?

  Insurance laws and regulations apply to John Hancock in every state in which
its annuity contracts are sold.  As a result, various terms and conditions of
your contract may vary from the terms and conditions described in this
prospectus, depending upon where you reside.  These variations will be reflected
in your contract or in endorsements attached to your contract.

 WHAT ARE THE TAX CONSEQUENCES OF OWNING A CONTRACT?

  In most cases, no income tax will have to be paid on amounts you earn under a
contract until these earnings are paid out.  All or part of the following
distributions from a contract may constitute a taxable payout of earnings:

 . partial withdrawal (including systematic withdrawals)

 . full withdrawal ("surrender")

 . payment of death benefit proceeds as a single sum upon the annuitant's
   death

 . periodic payments under one of our annuity payment options

  How much you will be taxed on a distribution is based upon complex tax rules
and depends on matters such as:

 . the type of the distribution

 . when the distribution is made

 . the nature of any tax-qualified retirement plan for which the contract is
   being used

                                       14

<PAGE>

 . the circumstances under which the payments are made

  If your contract is issued in connection with a tax-qualified retirement plan,
all or part of your premium payments may be tax-deductible.

  Special 10% tax penalties apply in many cases to the taxable portion of any
distributions from a contract before you reach age 59 1/2. Also, most
tax-qualified plans require that distributions from a contract commence and/or
be completed by a certain period of time.  This effectively limits the period of
time during which you can continue to derive tax deferral benefits from any
tax-deductible premiums you paid or on any earnings under the contract.

  THE FAVORABLE TAX BENEFITS AVAILABLE FOR ANNUITY CONTRACTS ISSUED IN
CONNECTION WITH  AN INDIVIDUAL RETIREMENT ANNUITY PLAN OR OTHER TAX-QUALIFIED
RETIREMENT PLAN,  ARE ALSO GENERALLY AVAILABLE FOR OTHER TYPES OF INVESTMENTS OF
TAX-QUALIFIED PLANS, SUCH AS INVESTMENTS IN MUTUAL FUNDS, EQUITIES AND DEBT
INSTRUMENTS.  YOU SHOULD CAREFULLY CONSIDER WHETHER THE EXPENSES UNDER AN
ANNUITY CONTRACT ISSUED IN CONNECTION WITH A TAX-QUALIFIED PLAN, AND THE
INVESTMENT OPTIONS, DEATH BENEFITS AND LIFETIME ANNUITY INCOME OPTIONS PROVIDED
UNDER SUCH AN ANNUITY CONTRACT, ARE SUITABLE FOR YOUR NEEDS AND OBJECTIVES.

 HOW CAN I CHANGE MY CONTRACT'S INVESTMENT ALLOCATIONS?

Allocation of premium payments

  When you apply for your contract, you specify the variable investment options
in which your premium payments will be allocated.  You may change this
investment allocation for future premium payments at any time.  Any change in
allocation will be effective as of receipt of your request at the John Hancock
Annuity Servicing Office.

  At any one time prior to the annuity period, you may invest in up to 10 of the
23 investment options.  Currently, you may use a maximum of 18 investment
options over the life of your contract.  For purposes of this limit, each
contribution or transfer of assets into an investment option that you are not
then using counts as one "use" of an investment option, even if you had used
that option at an earlier time.

Transferring your assets

  Up to 4 times during each year of your contract, you may transfer, free of
charge, all or part of the assets held in one investment option to any other
investment option.

  You may not
          ---

     . make any transfer that would cause you to exceed the above-mentioned
       maximum of 18 investment options, or

     . make any transfer during the annuity period that would result in more
       than four investment options being used at once.

                                       15

<PAGE>

Procedure for transferring your assets

  You may request a transfer in writing or, if you have authorized telephone
transfers, by telephone or fax.  All transfer requests should be directed to the
John Hancock Annuity Servicing Office at the one of the addresses shown on page
2.  Your request should include

     . your name,

     . daytime telephone number,

     . contract number,

     . the names of the investment options being transferred to and from
       each, and

     . the amount of each transfer.

 The request becomes effective on the day we receive your request, in proper
form, at the John Hancock Annuity Servicing Office.

Telephone transfers

  Once you have completed a written authorization, you may request a transfer 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.

 WHAT FEES AND CHARGES WILL BE DEDUCTED FROM MY CONTRACT?

Mortality and expense risk charge

  We deduct a daily charge that compensates us primarily for mortality and
expense risks that we assume under the contracts.  On an annual basis, this
charge equals 0.75% of the value of the assets you have allocated to the
variable investment options.

  In return for mortality risk charge, we assume the risk that annuitants as a
class will live longer than expected, requiring us to a pay greater number of
annuity payments.  In return for the expense risk charge, we assume the risk
that our expenses relating to the contracts may be

                                       16

<PAGE>

higher than we expected when we set the level of the contracts' other fees and
charges, or that our revenues from such other sources will be less.

Administrative services charge

  We deduct a daily charge for administrative and clerical services that the
contracts require us to provide.  On an annual basis, this charge equals 0.25%
of the value of the assets you have allocated to the variable investment
options.

Annual contract fee

  Each year prior to the date of maturity of a periodic premium contract, we
will deduct an annual contract fee of $10 or, if less, 2% of the total value of
your contract.  We deduct this annual contract fee at the beginning of each
contract year after the first.  We take the deduction proportionally from each
investment option you are then using.  We reserve the right to increase the
annual contract fee to $50.

Premium taxes

  We make deductions for any applicable premium or similar taxes based on the
amount of a premium payment.  Currently, certain local jurisdictions assess a
tax of up to 5% of each premium payment.

  In most cases, we deduct a charge in the amount of the tax from the total
value of the contract only at the time of annuitization, death, surrender, or
withdrawal.  We reserve the right, however, to deduct the charge from each
premium payment at the time it is made.  We compute the amount of the charge by
multiplying the applicable premium tax percentage times the amount you are
withdrawing, surrendering, annuitizing or applying to a death benefit.

 HOW CAN I WITHDRAW MONEY FROM MY CONTRACT?

Surrenders and partial withdrawals

  Prior to your deferred contract's date of maturity, if the annuitant is
living, you may:

     . surrender your contract for a cash payment of its "surrender value,"
       or

     . make a partial withdrawal of its surrender value.

  The surrender value of a contract is the total value of a contract, minus any
                                                                      -----
applicable premium tax charges.  We will determine the amount surrendered or
withdrawn as of the date we receive your request at the John Hancock Annuity
Servicing Office.

  Certain surrenders and withdrawals may result in taxable income to you or
other tax consequences as described under "Tax information," beginning on page
26.  Among other things, if you make a full surrender or partial withdrawal from
your contract before you reach

                                       17

<PAGE>

age 59 1/2, an additional federal penalty of 10% generally applies to any
taxable portion of the withdrawal.

  We will deduct any partial withdrawal proportionally from each of your
                                        --------------
investment options based on the value in each, unless you direct otherwise.

  Without our prior approval, you may not make a partial withdrawal

     . for an amount less than $100, or

     . if the remaining total value of your contract would be less than
       $500.

  A partial withdrawal is not a loan and cannot be repaid.

  You may not make any surrenders or partial withdrawals under an immediate
annuity contract or once we begin making payments under an annuity option for a
deferred annuity contract.

 WHAT HAPPENS IF THE ANNUITANT DIES BEFORE MY CONTRACT'S DATE OF MATURITY?

Guaranteed minimum death benefit

  If the annuitant under a deferred contract dies before the contract's date of
maturity, we will pay a death benefit.  If the death occurs before the contract
                                                            ------
anniversary nearest the annuitant's 65th birthday, we will pay the greater of:
                                                                   -------

     . the total value of your contract, or

     . the total amount of premium payments made, minus any partial
       withdrawals you have made.

 If the death occurs on or after the contract anniversary nearest the
annuitant's 65th birthday, we will pay an amount equal to the total value of
your contract.

  We calculate the death benefit as of the day we receive, in proper order at
the John Hancock Annuity Servicing Office:

     . proof of the annuitant's death, and

     . any required instructions as to method of settlement.

  Unless you have elected an optional method of settlement, we will pay the
death benefit in a single sum to the beneficiary you chose prior to the
annuitant's death.  If you have not elected an optional method of settlement,
the beneficiary may do so.  However, if the death benefit is less than $2,000,
we will pay it in a lump sum, regardless of any election.  You can find more

                                       18

<PAGE>

information about optional methods of settlement under "Annuity options,"
beginning on page 24.

 CAN I RETURN MY CONTRACT?

  In most cases, you have the right to cancel your contract within 10 days (or
longer in some states and for contracts issued as "IRAs" ) after you receive it.
To cancel your contract, simply deliver or mail it to:

     . John Hancock at one of the addresses shown on page 2, or

     . the John Hancock representative who delivered the contract to you.

  In most states, you will receive a refund equal to the total value of your
contract on the date of cancellation, increased by any charges for premium taxes
deducted by us to that date. In some states, or if your contract was issued as
an "IRA", you will receive a refund of any premiums you've paid.  The date of
cancellation will be the date we receive the contract.

                                       19

<PAGE>

                              ADDITIONAL INFORMATION

  This section of the prospectus provides additional information that is not
contained in the Basic Information section on pages 11 through 19.

  CONTENTS OF THIS SECTION                              STARTING ON PAGE

  Description of John Hancock. . . . . . . . . . . .                 21

  Who should purchase a contract. . . . . . . . . .                  21

  How we support the variable investment options. .                  22

  The accumulation period. . . . . . . . . . . . . .                 22

  The annuity period. . . . . . . . . . . . . . . .                  22

  Variable investment option valuation procedures. .                 24

  Distribution requirements following death of owner                 25

  Miscellaneous provisions. . . . . . . . . . . . .                  26

  Tax information. . . . . . . . . . . . . . . . . .                 26

  Performance information. . . . . . . . . . . . . .                 31

  Reports. . . . . . . . . . . . . . . . . . . . . .                 32

  Voting privileges. . . . . . . . . . . . . . . . .                 32

  Certain changes. . . . . . . . . . . . . . . . . .                 32

  Distribution of contracts. . . . . . . . . . . . .                 32

  Experts. . . . . . . . . . . . . . . . . . . . . .                 32

  Registration statement. . . . . . . . . . . . . .                  33

  Condensed Financial Information. . . . . . . . . .                 34

  Appendix - Illustrative values and annuity payment tables          37

                                       20

<PAGE>

 DESCRIPTION OF JOHN HANCOCK

 We are John Hancock, a stock life insurance company that was organized in 1862
under the laws of the Commonwealth of Massachusetts.  On February 1, 2000, we
converted to a stock company by "demutualizing" and changed our name from "John
Hancock Mutual Life Insurance Company".  As part of the demutualization process,
we became a subsidiary of John Hancock Financial Services, Inc., a newly- formed
publicly-traded corporation.  Our home office is located at 200 Clarendon
Street, Boston, Massachusetts  02117.  We have authority to transact business in
all 50 states.  As of December 31, 1999, we had more than $ 71 billion of
assets.

 WHO SHOULD PURCHASE A CONTRACT?

  We designed these contracts for individuals doing their own retirement
planning, including purchases under plans and trusts that do not qualify for
special tax treatment under the Internal Revenue Code of 1986 (the "Code").  We
provide general federal income tax information for contracts not purchased in
connection with a tax qualified retirement plan beginning on page 26. We also
designed the contracts for purchase under:

     . traditional individual retirement annuity ("IRA") plans satisfying
       the requirements of Section 408 of the Code;

     . non-deductible IRA plans ("Roth IRAs") satisfying the requirements of
       Section 408A of the Code;

     . SIMPLE IRA plans adopted under Section 408(p) of the Code;

     . Simplified Employee Pension plans ("SEPs") adopted under Section
       408(k) of the Code;

     . annuity purchase plans adopted under Section 403(b) of the Code by
       public school systems and certain other tax-exempt organizations;

     . deferred compensation plans maintained by a state or political
       subdivision or tax exempt organization under Section 457 of the Code;
       and

     . pension or profit-sharing plans qualified under section 401(a) of the
       Code.

  When a contract forms part of a tax-qualified plan it becomes subject to
special tax law requirements, as well as the terms of the plan documents
themselves, if any.  Additional requirements may apply to plans that cover a
"self-employed individual" or an "owner-employee". Also, in some cases, certain
requirements under "ERISA" (the Employee Retirement Income Security Act of 1974)
may apply.  Requirements from any of these sources may, in effect, take
precedence over (and in that sense modify) the rights and privileges that an
owner otherwise would have under a contract.  Some such requirements may also
apply to certain retirement plans that are not tax-qualified.

  We may include certain requirements from the above sources in endorsements or
riders to the affected contracts.  In other cases, we do not.  In no event,
however, do we undertake to assure a contract's compliance with all plan, tax
law, and ERISA requirements applicable to a tax-qualified or non tax-qualified
retirement plan.  Therefore, if you use or plan to use a contract in connection
with such a plan, you must consult with competent legal and tax advisers to
ensure that you know of (and comply with) all such requirements that apply in
your circumstances.

                                       21

<PAGE>

 To accommodate "employer-related" pension and profit-sharing plans, we provide
"unisex" purchase rates.  That means the annuity purchase rates are the same for
males and females.  Any questions you have as to whether you are participating
in an "employer-related" pension or profit-sharing plan should be directed to
your employer.  Any question you or your employer have about unisex rates may be
directed to the John Hancock Annuity Servicing Office.

 HOW WE SUPPORT THE VARIABLE INVESTMENT OPTIONS

  We hold the fund shares that support our variable investment options in John
Hancock Variable Annuity Account U (the "Account"), a separate account
established by John Hancock under Massachusetts law.  The Account is registered
as a unit investment trust under the Investment Company Act of 1940 ("1940
Act").

  The Account's assets, including the Trust's shares, belong to John Hancock.
 Each contract 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.

  All of John Hancock's general assets also support John Hancock's obligations
under the contracts, as well as all of its other obligations and liabilities.
 These general assets consist of all John Hancock's assets that are not held in
the Account (or in another separate account) under variable annuity or variable
life insurance contracts that give their owners a preferred claim on those
assets.

 THE ACCUMULATION PERIOD

Your value in our variable investment options

  Each premium payment or transfer that you allocate to a variable investment
option purchases accumulation units of that variable investment option.
 Similarly, each withdrawal or transfer that you take from a variable investment
option (as well as certain charges that may be allocated to that option) result
in a cancellation of such accumulation units.

Valuation of accumulation units

  To determine the number of accumulation units that a specific transaction will
purchase or cancel, we use the following formula:

dollar amount of transaction
                   DIVIDED BY
value of one accumulation unit for the applicable
variable investment option at the time of such
transaction
-------------------------------------------------


  The value of each accumulation unit will change daily depending upon the
investment performance of the fund that corresponds to that variable investment
option and certain charges we deduct from such investment option.

  Therefore, at any time prior to the date of maturity, the total value of your
contract in a variable investment option can be computed according to the
following formula:

number of accumulation units in the
variable investment options
                   TIMES
value of one accumulation unit for the
applicable variable investment option at
that time
-------------------------------------------


 THE ANNUITY PERIOD

Date of maturity for deferred annuity contracts

  If your contract is a deferred contract, it will specify the date of maturity,
when payments from one of our annuity options are scheduled to begin.  You
initially choose a date of maturity when you complete your application for a
contract.

  You may subsequently select an earlier date of maturity or a later date, so
long as it is not more than 5 years after the original date of maturity.  The
John Hancock Annuity Servicing Office must receive your new selection at least
31 days prior to the new date of maturity.  Also, if you are selecting or
changing your date of maturity for a contract issued under a tax--

                                       22

<PAGE>

qualified plan, special limits apply.  (See "Contracts purchased for a
tax-qualified plan," beginning on page 27.)

Immediate variable annuity contracts

  If your contract is an immediate contract, variable annuity payments will
begin on a date mutually agreed upon between you and us.  Normally, payments
begin one month after the issue date of the contract, but must begin within one
year.  Immediate contracts may not be surrendered.

Selecting an annuity option

  Each contract provides, at the time of its issuance, for annuity payments to
commence on the date of maturity.

  Prior to the date of maturity, you may select a different annuity option by
written notice to the John Hancock Annuity Servicing Office.  If no option is
selected, then "Option A:  life annuity with payments for 10 years guaranteed"
will be used.  The types of annuity options are described under "Annuity
Options," beginning on page 25.

  For immediate annuities, you select the annuity option at the time you
purchase the contract.

  If the initial monthly payment under an annuity option would be less than $20,
we may make a single sum payment equal to the total surrender value of your
contract on the date the initial payment would be payable.  Such single payment
would replace all other benefits.  Alternatively, if you agree, we will make
payments at quarterly, semi-annual, or annual intervals in place of monthly
payments.

  Subject to that $20 minimum limitation, your beneficiary may elect an annuity
option if

     . you have not made an election prior to the annuitant's death;

     . the beneficiary is entitled to payment of a death benefit of at least
       $2,000 in a single sum; and

     . the beneficiary notifies us of the election prior to the date the
       proceeds become payable.

    If the total value of your contract, at death or surrender, is less than
$2,000, no annuity option will be available.

Variable monthly annuity payments

  During the annuity period, the total value of your contract must be allocated
to no more than 4 investment options.  During the annuity period, we offer
annuity payments on a variable basis for each variable investment option.  If
                                         ----
you are using more than 4 investment options on the date of maturity, under a
deferred contract, we will divide your contract's value (after deducting any
premium tax charge that was not deducted from premium payments) among the 4
investment options with the largest values, pro-rata based on the amount of the
total value of your contract that you have in each.

  We determine the amount of the first variable monthly payment under any
variable investment option by using the applicable annuity purchase rate for the
annuity option under which the payment will be made.  The contract sets forth
these annuity purchase rates.  In most cases they vary by the age and gender of
the annuitant or other payee.

  The amount of each subsequent variable annuity payment under that variable
investment option depends upon the investment performance of that variable
investment option.  Here's how it works:

     . we calculate the actual net investment return of the variable
       investment option (after deducting all charges) during the period
       between the dates for determining the current and immediately
       previous monthly payments.

                                       23

<PAGE>

     . if that actual net investment return exceeds the "assumed investment
       rate" (explained below), the current monthly payment will be larger
       than the previous one.

     . if the actual net investment return is less than the assumed
       investment rate, the current monthly payment will be smaller than the
       previous one.

  Assumed investment rate:  The assumed investment rate for any variable portion
  -----------------------
of your annuity payments will be 3 1/2 % per year, except as follows.

  You may elect an assumed investment rate of 5%, provided such a rate is
available in your state.  If you elect a higher assumed investment rate, your
initial variable annuity payment will also be higher.  Eventually, however, the
monthly variable annuity payments may be smaller than if you had elected a lower
assumed investment rate.

Annuity options

  Two basic annuity options are available:

  Option A:  life annuity with payments for a guaranteed period: We will make
  -------------------------------------------------------------
monthly payments for a guaranteed period of 5, 10, or 20 years, as selected by
you or your beneficiary, and after such period for as long as the payee lives.
(The five-year guarantee period is not available for an immediate annuity
contract, however.) If the payee dies prior to the end of such guaranteed
period, we will determine the present value of the payments remaining in the
guaranteed period. We will compute the present value using the same actuarial
assumptions as we used in determining the amount of the initial annuity payment
and using the variable investment option values next computed after we receive
due proof of death. Ordinarily, we will make the payment within 7 days
thereafter.

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

  Option B:  life annuity without further payment on death of payee:  We will
  -----------------------------------------------------------------
make monthly payments to the payee as long as he or she lives.  We guarantee no
minimum number of payments.

  Additional Option for immediate annuities:  If your contract is an immediate
  -----------------------------------------
annuity contract, we also make available a joint and last survivor life annuity.
 Under this annuity payment option, we make payments until both of two persons
you name have died, but no minimum number of payments is guaranteed.

 VARIABLE INVESTMENT OPTION VALUATION PROCEDURES

  We compute the net investment return and accumulation unit values for each
variable investment option as of the end of each business day.  A business day
is any date on which the New York Stock Exchange is open for regular trading.
 Each business day ends at the close of regular trading for the day on that
exchange.  Usually this is 4:00 p.m., Eastern time.  On any date other than a
business day, the accumulation unit value or annuity unit value will be the same
as the value at the close of the next following business day.

                                       24

<PAGE>

 DISTRIBUTION REQUIREMENTS FOLLOWING DEATH OF OWNER

  If you did not purchase your contract under a tax-qualified plan (as that term
             ---
is used below), the Code requires that the following distribution provisions
apply if you die.  We summarize these provisions in the adjacent box.  (If your
contract has joint owner, these provision apply upon the death of the first to
die.)

  In most cases, these provisions do not cause a problem if you are also the
annuitant under your policy.  If you have designated someone other than yourself
as the annuitant, however, your heirs will have less discretion than you would
have had in determining when and how the contract's value would be paid out.

  The Code imposes very similar distribution requirements on contracts used to
fund tax-qualified plans.  We provide the required provisions for tax- qualified
plans in separate disclosures and endorsements.

  Notice of the death of an owner or annuitant should be furnished promptly to
the John Hancock Annuity Servicing Office.


 IF YOU DIE BEFORE ANNUITY PAYMENTS HAVE BEGUN:

     . if the contract's designated beneficiary is
       your surviving spouse, your spouse may continue
       the contract in force as the owner.

     . if the beneficiary is not your surviving spouse
       OR if the beneficiary is your surviving spouse
       but chooses not to continue the contract, the
       entire interest (as discussed below) in the
       contract on the date of your death must be

 (1)   paid out in full within five years of your
       death or

 (2)   applied in full towards the purchase of a life
       annuity on the beneficiary with payments
       commencing within one year of your death

  If you are the annuitant, as well as the owner, the
entire interest in the contract on the date of your death
equals the death benefit that then becomes payable.  If
you are the owner but not the annuitant, the entire
interest equals

     . the surrender value if paid out in full within
       five years of your death, or

     . the total value of your contract applied in
       full towards the purchase of a life annuity on
       the beneficiary with payments commencing within
       one year of your death.

 IF YOU DIE ON OR AFTER ANNUITY PAYMENTS HAVE BEGUN

     . any remaining amount that we owe must be paid
       out at least as rapidly as under the method of
       making annuity payments that is then in use.
----------------------------------------------------------



                                       25

<PAGE>

 MISCELLANEOUS PROVISIONS

Assignment; change of owner or beneficiary

  To qualify for favorable tax treatment, certain contracts can't be sold;
assigned; discounted; or pledged as collateral for a loan, as security for the
performance of an obligation, or for any other purpose, unless the owner is a
trustee under section 401(a) of the Internal Revenue Code.

 Subject to these limits, while the annuitant is alive, you may designate
someone else as the owner by written notice to the John Hancock Annuity
Servicing Office. The contract designates the person you choose as beneficiary.
You may change the beneficiary by written notice no later than receipt of due
proof of the death of the annuitant.

 Changes of owner or beneficiary will take effect when we receive them, whether
or not you or the annuitant is then alive.  However, these changes are subject
to:

     . the rights of any assignees of record, and

     . certain other conditions

  An assignment, pledge, or other transfer may be a taxable event.  See "Tax
information" below.  Therefore, you should consult a competent tax adviser
before taking any such action.

 TAX INFORMATION

Our income taxes

  We are taxed as a life insurance company under the Internal Revenue Code (the
"Code").  The Account is taxed as part of our operations and is not taxed
separately.

  The contracts permit us to deduct a charge for any taxes we incur that are
attributable to the operation or existence of the contracts or the Account.
 Currently, we do not anticipate making a charge for such taxes.  If the level
of the current taxes increases, however, or is expected to increase in the
future, we reserve the right to make a charge in the future.

Contracts not purchased to fund a tax-qualified plan

  Undistributed gains:  We believe the contracts will be considered annuity
  --------------------
contracts under Section 72 of the Code.  This means that, ordinarily, you pay no
federal income tax on any gains in your contract until we actually distribute
assets to you.

  However, a contract owned other than by a natural person does not generally
qualify as an annuity for tax purposes.  Any increase in value therefore would
constitute ordinary taxable income to such an owner in the year earned.

  Annuity payment:  When we make payments under a contract in the form of an
  ---------------
annuity, each payment will result in taxable ordinary income to the payee, to
the extent that each such payment exceeds an allocable portion of your
"investment in the contract" (as defined in the Code).  In general, your
"investment in the contract" equals the aggregate amount of premium payments you
have made over the life of the contract, reduced by any amounts previously
distributed from the contract that were not subject to tax.

  The Code prescribes the allocable portion of each such annuity payment to be
excluded from income according to a formula.   The formula seeks to allocate an
appropriate amount of the investment in the contract to each payment.  After the
entire "investment in the contract" has been distributed, any remaining payment
is fully taxable.

  Surrenders and withdrawals before the date of maturity: When we make a single
  ------------------------------------------------------
sum payment from a contract, you have ordinary taxable income, to the extent the
payment exceeds your "investment in the contract" (discussed above). Such a
single sum payment can occur, for example, if you surrender your contract or if
no annuity payment option is selected for a death benefit payment.

                                       26

<PAGE>

  Surrenders and withdrawals before the date of maturity (continued):  When you
  ------------------------------------------------------------------
take a partial withdrawal from a contract, all or part of the payment may
constitute taxable ordinary income to you.  The taxable portion generally equals
the amount, if any, by which the payment exceeds your then investment in the
contract.  If you assign or pledge any part your contract's value, the value so
pledged or assigned is taxed the same way as if it were a partial withdrawal.

  For purposes of determining the amount of taxable income resulting from a
single sum payment or a partial withdrawal, all annuity contracts issued by John
Hancock or its affiliates to the owner within the same calendar year will be
treated as if they were a single contract.

  Penalty for premature withdrawals:  The taxable portion of any withdrawal or
  ---------------------------------
single sum payment may also trigger an additional 10% penalty tax.  The penalty
tax does not apply to payments made to you after age 59 1/2, or on account of
your death or disability.  Nor will it apply to withdrawals in substantially
equal periodic payments over the life of the payee (or over the joint lives of
the payee and the payee's beneficiary).

  Puerto Rico annuity contracts not purchased to fund a tax qualified plan:
  ------------------------------------------------------------------------
Under the Puerto Rico tax laws, distributions from a contract not purchased to
fund a tax qualified plan ("Non-Qualified Contract") before annuitization are
treated as non-taxable return of principal until the principal is fully
recovered. Thereafter, all distributions are fully taxable. Distributions after
annuitization are treated as part taxable income and part non-taxable return of
principal. The amount excluded from gross income after annuitization is equal to
the amount of the distribution in excess of 3% of the total purchase payments
paid, until an amount equal to the total purchase payments paid has been
excluded. Thereafter, the entire distribution from a Non-Qualified Contract is
included in gross income. Puerto Rico does not currently impose an early
withdrawal penalty tax. Generally, Puerto Rico does not require income tax to be
withheld from distributions of income.

Diversification requirements

  Each of the funds of the Trust intends to qualify as a regulated investment
company under Subchapter M of the Code and meet the investment diversification
tests of Section 817(h) of the Code and the underlying regulations.  Failure to
do so could result in current taxation to you on gains in your contract for the
year in which such failure occurred and thereafter.

  The Treasury Department or the Internal Revenue Service may, at some future
time, issue a ruling or regulation presenting situations in which it will deem
contract owners to exercise "investor control" over the fund shares that are
attributable to their contracts. The Treasury Department has said informally
that this could limit the number or frequency of transfers among variable
investment options. This could cause you to be taxed as if you were the direct
owner of your allocable portion of fund shares. We reserve the right to amend
the contracts or the choice of investment options to avoid, if possible, current
taxation to the owners.

Contracts purchased for a tax-qualified plan

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

  Withholding on rollover distributions:  The tax law requires us to withhold
  -------------------------------------
20% from certain distributions from tax qualified plans. We do not have to make
the withholding, however, if you rollover your entire distribution to another
plan and you request us to pay it directly to the successor plan. Otherwise, the
20% mandatory withholding will reduce the amount you can rollover to the new
plan, unless you add funds to the rollover from other sources. Consult a
qualified tax adviser before making such a distribution.

                                       27

<PAGE>

  Contracts purchased as traditional IRAs:  A traditional individual retirement
  ---------------------------------------
annuity (as defined in Section 408 of the Code) generally permits an eligible
purchaser to make annual contributions which cannot exceed the lesser of (a)
100% of compensation includable in your gross income, or (b) $2,000 per year.
You may also purchase an IRA contract for the benefit of your spouse (regardless
of whether your spouse has a paying job). You can generally contribute up to
$2,000 for each of you and your spouse (or, if less, your combined
compensation).

  You may be entitled to a full deduction, a partial deduction or no deduction
for your traditional IRA contribution on your federal income tax return.  The
amount of your deduction is based on the following factors:

 . whether you or your spouse is an active participant in an employer
   sponsored retirement plan,

 . your federal income tax filing status, and

 . your "Modified Adjusted Gross Income".

  Your traditional IRA deduction is subject to phase out limits, based on your
Modified Adjusted Gross Income, which are applicable according to your filing
status and whether you or your spouse are active participants in an employer
sponsored retirement plan. You can still contribute to a traditional IRA even if
your contributions are not deductible.

 If you have made any non-deductible contributions to an IRA contract, all or
part of any withdrawal or surrender proceeds, single sum death benefit or any
annuity payment, may be excluded from your taxable income when you receive the
proceeds. In general, all other amounts paid out from a traditional IRA contract
(in the form of an annuity, a single sum, or partial withdrawal), are taxable to
the payee as ordinary income. As in the case of a contract not purchased under a
tax-qualified plan, you may incur additional adverse tax consequences if you
make a surrender or withdrawal before you reach age 59 1/2 (unless certain
exceptions apply similar to those described above for such non-qualified
contracts).

 The tax law requires that annuity payments under a traditional IRA contract
begin no later than April 1 of the year following the year in which the owner
attains age 70 1/2.

  Contracts purchased as Roth IRAs:  In general, you may make purchase payments
  --------------------------------
of up to $2,000 each year for a type of non-deductible IRA contract, known as a
Roth IRA. Any contributions made during the year for any other IRA you have will
reduce the amount you otherwise could contribute to a Roth IRA.  Also, the $2000
maximum for a Roth IRA phases out for single taxpayers with adjusted gross
incomes between $95,000 and $110,000, for married taxpayers filing jointly with
adjusted gross incomes between $150,000 and $160,000, and for a married taxpayer
filing separately with adjusted gross income between $0 and $10,000.

  If you hold your Roth IRA for at least five years the payee will not owe any
federal income taxes or early withdrawal penalties on amounts paid out from the
contract:

 . after you reach age 59 1/2,

 . on your death or disability, or

 . to qualified first-time homebuyers (not to exceed a lifetime limitation
   of $10,000) as specified in the Code.

  The Code treats payments you receive from Roth IRAs that do not qualify for
the above tax free treatment first as a tax-free return of the contributions you
made.  However, any amount of such non-qualifying payments or distributions that
exceed the amount of your contributions is taxable to you as ordinary income and
possibly subject to the 10% penalty tax.

                                      28

<PAGE>

  You can convert a traditional IRA to a Roth IRA, unless:

 . you have adjusted gross income over $100,000, or

 . you are a married taxpayer filing a separate return.

 The $2,000 Roth IRA contribution limit does not apply to converted amounts.

  You must, however, pay tax on any portion of the converted amount that would
have been taxed if you had not converted to a Roth IRA.  No similar limitations
apply to rollovers from one Roth IRA to another Roth IRA.

  Contracts purchased under SIMPLE IRA plans:  In general, a small business
  ------------------------------------------
employer may establish a SIMPLE IRA retirement plan if the employer employed 100
or fewer employees earning at least $5,000 during the preceding year.  As an
eligible employee of the business, you may make pre-tax contibutions to the
SIMPLE IRA plan.  You may specify the percentage of compensation that you want
to contribute under a qualified salary reduction arrangement, provided the
amount does not exceed certain contribution limits (currently $6,000 a year).
Your employer must elect to make a matching contribution of up to 3% of your
compensation or a non-elective contribution equal to 2% of your compensation.

  Contracts purchased under Simplified Employee Pension plans (SEPs):  SEPs are
  ------------------------------------------------------------------
employer sponsored plans that may accept an expanded rate of contributions from
one or more employers.  Employer contributions are flexible, subject to certain
limits under the Code, and are made entirely by the business owner directly to a
SEP-IRA owned by the employee.  Contributions are tax-deductible by the business
owner and are not includable in income by employees until withdrawn.  The
maximum amount that may be contributed to an SEP is the lesser of 15% of
compensation or the IRS compensation limit for the year ($170,000 for the year
2000).

  Contracts purchased under Section 403(b) plans:  Under these tax-sheltered
  ----------------------------------------------
annuity arrangements, public school systems and certain tax-exempt organizations
can make premium payments into contracts owned by their employees that are not
taxable currently to the employee.

  The amount of such non-taxable contributions each year

 . is limited by a maximum (called the "exclusion allowance") that is
   computed in accordance with a formula prescribed under the Code;

 . may not, together with all other deferrals the employee elects under
   other tax-qualified plans, exceed $10,500 (subject to cost of living
   increases); and

 . is subject to certain other limits (described in Section 415 of the
   Code).

  When we make payments from a 403(b) contract on surrender of the contract,
partial withdrawal, death of the annuitant, or commencement of an annuity
option, the payee ordinarily must treat the entire payment as ordinary taxable
income.

  Moreover, the Code prohibits distributions from a 403(b) contract before the
employee reaches age 59 1/2, except:

 . on the employee's separation from service, death, or disability,

 . with respect to distributions of assets held under a 403(b) contract as
   of December 31, 1988, and

 . transfers and exchanges to other products that qualify under Section
   403(b).

  Contracts purchased under government deferred compensation plans: You can
  ----------------------------------------------------------------
exclude a portion of your compensation from gross income if you participate in a
deferred compensation plan maintained by:

 . a state,

 . a political subdivision of a state,

                                       29

<PAGE>

 . an agency or instrumentality of a state or political subdivision of a
   state, or

 . a tax-exempt organization.

  As a "participant" in such a deferred compensation plan, any amounts you
exclude (and any income on such amounts) will be includible in gross income only
for the taxable year in which such amounts are paid or otherwise made available
to the annuitant or other payee.

   In general, the maximum amount of compensation you can defer under such
tax-favored plans equals the lesser of:

 . $8,000 or

 . 33 1/3 % of your "includible income" (as defined in the Code).

   The deferred compensation plan must satisfy several conditions, including the
following:

 . the plan must not permit distributions prior to the earliest of (a) the
   calendar year in which you attain age 70 1/2 , (b) your separation from
   service, or (c) an unforeseeable emergency, and

 . all compensation deferred under the plan shall remain solely the
   employer's property and may be subject to the claims of its creditors.

 If we make a payment under your contract in the form of an annuity, or in a
single sum such as on surrender or withdrawal, the payment is taxed as ordinary
income.

  Contracts purchased for pension and profit sharing plans qualified under
  ------------------------------------------------------------------------
Section 401(a):  In general, an employer may deduct from its taxable income
--------------
premium payments it makes under a qualified pension or profit-sharing plan
described in Section 401(a) of the Code. Employees participating in the plan
generally do not have to pay tax on such contributions when made. Special
requirements apply if a 401(a) plan covers an employee classified under the Code
as a "self-employed individual" or as an "owner-employee."

  Annuity payments (or other payments, such as upon withdrawal, death or
surrender) generally constitute taxable income to the payee; and the payee must
pay income tax on the amount by which a payment exceeds its allocable share of
 the employee's "investment in the contract" (as defined in the Code), if any.
 In general, an employee's "investment in the contract" equals the aggregate
amount of premium payments made by the employee.

  The non-taxable portion of each annuity payment is determined, under the Code,
according to one formula if the payments are variable and a somewhat different
formula if the payments are fixed.  In each case, speaking generally, the
formula seeks to allocate an appropriate amount of the investment in the
contract to each payment.  Favorable procedures may also be available to
taxpayers who had attained age 50 prior to January 1, 1986.

  IRS required minimum distributions to the employee must begin no later than
April 1 of the year following the year in which the employee reaches age 70 1/ 2
or, if later, retires.

  Contracts purchased for "top-heavy" plans: Certain plans may fall within the
  -----------------------------------------
definition of "top-heavy plans" under Section 416 of the Code.  This can happen
if the plan holds a significant amount of its assets for the benefit of "key
employees" (as defined in the Code).  You should consider whether your plan
meets the definition.  If so, you should take care to consider the special
limitations applicable to top-heavy plans and the potentially adverse tax
consequences to key employees.

  Tax-free rollovers:  The discussion above covers certain fully or partially
  ------------------
tax-free "rollovers" from a regular IRA to a Roth IRA.  You may also make a
tax-free rollover from

 . a traditional IRA to another traditional IRA,

 . any tax-qualified plan to a traditional IRA, and

                                       30

<PAGE>

 . any tax-qualified plan to another tax-qualified plan of the same type
   (i.e. 403(b) to 403(b), corporate plan to corporate plan, etc.)

  We do not have to withhold tax if you roll over your entire distribution and
you request us to pay it directly to the successor plan.  Otherwise, 20%
mandatory withholding will apply and reduce the amount you can roll over to the
new plan, unless you add funds to the rollover from other sources.  Consult a
qualified tax adviser before taking such a distribution.

  Puerto Rico annuity contracts purchased to fund a tax-qualified plan:  The
  --------------------------------------------------------------------
provisions of the tax laws of Puerto Rico vary significantly from those under
the Internal Revenue Code of the United States with respect to the various "tax
qualified" plans described above.  Although John Hancock may offer variable
annuity contracts in Puerto Rico in connection with "tax qualified" plans, the
text of the prospectus under the subsection "Contracts purchased for a tax
qualifed plan" is inapplicable in Puerto Rico and should be disregarded.

   See your own tax adviser

  The above description of Federal (and Puerto Rico) income tax consequences to
owners of and payees under contracts, and of the different kinds of
tax-qualified plans which may be funded by the contracts, is only a brief
summary and is not intended as tax advice.  It does not include a discussion of
Federal estate and gift tax or state tax consequences.  The rules under the Code
governing tax-qualified plans are extremely complex and often difficult to
understand.  Changes to the tax laws may be enforced retroactively.  Anything
less than full compliance with the applicable rules, all of which are subject to
change from time to time, can have adverse tax consequences.  The taxation of an
Annuitant or other payee has become so complex and confusing that great care
must be taken to avoid pitfalls.  For further information, you should consult a
qualified tax adviser.

 PERFORMANCE INFORMATION

  We may advertise total return information about investments made in the
variable investment options. We refer to this information as "Account level"
performance. In our Account level advertisements, we usually calculate total
return for 1, 5, and 10 year periods or since the beginning of the applicable
variable investment option. Total return at the Account level is the percentage
change between:

 . the value of a hypothetical investment in a variable investment option at
   the beginning of the relevant period, and

 . the value at the end of such period.

  At the Account level, total return reflects adjustments for

 . any sales charges deducted from premiums

 . the mortality and expense risk charges,

 . any administrative charge, and

 . any annual contract fee.

 Total return at the Account level does not, however, reflect any premium tax
charges.  Total return at the Account level will be lower than that at the Trust
level where comparable charges are not deducted.

  We may also advertise total return in a non-standard format in conjunction
with the standard format described above.  The non-standard format is generally
the same as the standard format except that it will not reflect any sales
charges or annual fees and it may be for additional durations.

  We may advertise "current yield" and "effective yield" for investments in the
Money Market investment option.  Current yield refers to the income earned on
your investment in the Money Market investment option over a 7-day period and
then annualized.  In other words, the income earned in the period is assumed to
be earned every 7 days over a 52-week period and stated as a percentage of the
investment.

                                       31

<PAGE>

  Effective yield is calculated in a similar manner but, when annualized, the
income earned by your investment is assumed to be reinvested and thus compounded
over the 52-week period. Effective yield will be slightly higher than current
yield because of this compounding effect of reinvestment.

  Current yield and effective yield reflect all the recurring charges at the
Account level, but will not reflect any premium tax or any sales charge.

 REPORTS

  At least annually, we will send you (1) a report showing the number and value
of the accumulation units in your contract and (2) the financial statements of
the Trust.

 VOTING PRIVILEGES

  At meetings of the Trust's shareholders, we will generally vote all the shares
of each Fund that we hold in the Account in accordance with instructions we
receive from the owners of contracts that participate in the corresponding
variable investment option.

 CERTAIN CHANGES

  We reserve the right, subject to applicable law, including any required
shareholder approval,

 . to transfer assets that we determine to be your assets from the Account
   to another separate account or investment option by withdrawing the same
   percentage of each investment in the Account with proper adjustments to
   avoid odd lots and fractions,

 . to add or delete variable investment options,

 . to change the underlying investment vehicles,

 . to operate the Account in any form permitted by law, and

 . to terminate the Account's registration under the 1940 Act, if such
   registration should no longer be legally required.

  Unless otherwise required under applicable laws and regulations, notice to or
approval of owners will not be necessary for us to make such changes.

 DISTRIBUTION OF CONTRACTS

  Signator Investors, Inc. ("Signator"), formerly John Hancock Distributors,
Inc.,  acts as principal distributor of the contracts sold through this
prospectus. Signator is registered as a broker-dealer under the Securities
Exchange Act of 1934 and a member of the National Association of Securities
Dealers, Inc.  Its address is John Hancock Place, Boston, Massachusetts 02117.
Signator is a subsidiary of John Hancock.

  You can purchase a contract either through Signator's registered
representatives or through other  broker-dealers whose representatives are
authorized by applicable law to sell variable annuity products.  We do not
expect the compensation to such broker-dealers to exceed 3.0% of premium
payments.  Signator compensates its registered representatives for sales of the
contracts on a commission and fee service basis.  We, in turn, reimburse
Signator for direct and indirect expenses actually incurred in connection with
the marketing and sales of these contracts.  We offer these contracts on a
continuous basis, but neither John Hancock or Signator is obligated to sell any
particular amount of contracts.

 EXPERTS

  Ernst & Young LLP, independent auditors, have audited the financial statements
of John Hancock Life Insurance Company and the Account that appear in the
Statement of Additional Information, which also is a part of the registration
statement that contains this prospectus. Those financial statements are included
in the registration statement in reliance upon Ernst & Young's reports given
upon the firm's authority as experts in accounting and auditing.

                                       32

<PAGE>

 REGISTRATION STATEMENT

  This prospectus omits certain information contained in the registration
statement that we filed with the SEC.  You can get more details from the SEC
upon payment of prescribed fees or through the SEC's internet web site
(www.sec.gov).

  Among other things, the registration statement contains a "Statement of
Additional Information" that we will send you without charge upon request.  The
Table of Contents of the Statement of Additional Information lists the following
subjects that it covers:


                                        page of SAI
<TABLE>
<CAPTION>
<S>                                     <C>
VARIATIONS IN CHARGES. . . . . . . . .          2
DISTRIBUTION. . . . . . . . . . . . .           2
CALCULATION OF PERFORMANCE DATA. . . .          2
OTHER PERFORMANCE INFORMATION. . . . .          4
CALCULATION OF ANNUITY PAYMENTS. . . .          4
ADDITIONAL INFORMATION ABOUT
 DETERMINING UNIT VALUES. . . . . . .           6
PURCHASES AND REDEMPTIONS OF
 FUND SHARES. . . . . . . . . . . . .           7
THE ACCOUNT. . . . . . . . . . . . . .          8
DELAY OF CERTAIN PAYMENTS . . . . . .           8
LIABILITY FOR TELEPHONE TRANSFERS. . .          8
VOTING PRIVILEGES. . . . . . . . . . .          8
FINANCIAL STATEMENTS. . . . . . . . .          10
</TABLE>


                                       33

<PAGE>

                         CONDENSED FINANCIAL INFORMATION

                     JOHN HANCOCK VARIABLE ANNUITY ACCOUNT U

The following table provides selected data for accumulation shares for each
period shown.

<TABLE>
<CAPTION>
                              Year Ended    Year Ended    Year Ended    Year Ended    Year Ended    Year Ended    Year Ended
                             December 31,  December 31,  December 31,  December 31,  December 31,  December 31,  December 31,
                                 1999          1998          1997          1996          1995          1994          1993
                             ------------  ------------  ------------  ------- -----  ------------  ------------  ------------
<S>                          <C>           <C>           <C>           <C>           <C>           <C>           <C>
MANAGED
 Accumulation share value:
 Beginning of period (1) .       $28.66        $24.04        $20.45        $18.65        $14.83        $15.32        $13.86
  End of period  . . . . .       $30.96        $28.66        $24.04        $20.45        $18.65        $14.83        $15.32
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .      762,902       852,132       984,740     1,053,821     1,072,417     1,100,811     1,115,432
 GROWTH & INCOME
 Accumulation share value:
 Beginning of period . . .      $184.73       $143.25       $111.44        $93.72        $70.53        $71.64        $63.84
  End of period  . . . . .      $212.57       $184.73       $143.25       $111.44        $93.72        $70.53        $71.64
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .    1,577,363     1,716,718     1,901,446     2,065,540     2,225,393     2,417,577     2,566,107
EQUITY INDEX
 Accumulation share value:
 Beginning of period (2) .       $18.91        $14.92        $11.35        $10.00            --            --            --
  End of period  . . . . .       $22.74        $18.97        $14.92        $11.35            --            --            --
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .       70,252        71,549        54,198         3,749            --            --            --
LARGE CAP VALUE
 Accumulation share value:
 Beginning of period (2) .       $15.58        $14.40        $11.31        $10.00            --            --            --
  End of period  . . . . .       $15.93        $15.58        $14.40        $11.31            --            --            --
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .       46,760        38,080        23,612        11,411            --            --            --
LARGE CAP GROWTH
 Accumulation share value:
 Beginning of period (1) .       $44.65        $32.33        $24.93        $21.29        $16.34        $16.67        $14.79
  End of period  . . . . .       $54.85        $44.65        $32.33        $24.93        $21.29        $16.34        $16.67
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .      166,041       169,917       160,590       159,241       159,494       141,064       110,712
MID CAP VALUE
 Accumulation share value:
 Beginning of period (2) .       $13.27        $15.11        $11.54        $10.00            --            --            --
  End of period  . . . . .       $13.86        $13.27        $15.11        $11.54            --            --            --
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .       22,937        33,641        37,067         5,764            --            --            --
MID CAP GROWTH
 Accumulation share value:
 Beginning of period (2) .       $16.23        $11.78        $10.20       $10.000            --            --            --
  End of period  . . . . .       $35.07        $16.23        $11.78       $10.200            --            --            --
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .      115,765        29,520        16,957        14.603            --            --            --



REAL ESTATE EQUITY
 Accumulation share value:
 Beginning of period (1) .       $20.97        $25.42        $21.91        $16.63        $14.95        $14.68        $12.64
  End of period  . . . . .       $20.41        $20.97        $25.42        $21.91        $16.63        $14.95        $14.68
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .       52,726        69,796        99,634       103,394        92,870       130,412       131,016
SMALL/MID CAP GROWTH
 Accumulation share value:
 Beginning of period . . .       $11.85        $11.33        $11.05        $10.00            --            --            --
  End of period  . . . . .       $12.33        $11.85        $11.33        $11.05            --            --            --
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .       40,532        69,766        84,779        75,662            --            --            --
SMALL/MID CAP CORE
 Accumulation share value:
 Beginning of period (3) .       $10.70        $10.00            --            --            --            --            --
  End of period  . . . . .       $12.77        $10.70            --            --           ---            --            --
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .           --            --            --            --            --            --            --
SMALL CAP EQUITY
 Accumulation share value:
 Beginning of period (2) .       $12.69        $13.63        $10.96        $10.00            --            --            --
  End of period  . . . . .       $12.14        $12.69        $13.63        $10.96            --            --            --
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .       22,918        23,741        17,720         2,982            --            --            --
SMALL CAP GROWTH
 Accumulation share value:
 Beginning of period (2) .       $12.67        $11.18         $9.88        $10.00            --            --            --
  End of period  . . . . .       $21.38        $12.67        $11.18         $9.88            --            --            --
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .       45,485        31,804        35,818        15,438            --            --            --
GLOBAL BALANCED
 Accumulation share value:
 Beginning of period (2) .       $12.58        $10.77        $10.60        $10.00            --            --            --
  End of period  . . . . .       $13.10        $12.58        $10.77        $10.60            --            --            --
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .        6,274         6,703         7,961         3,139            --            --            --
INTERNATIONAL EQUITY INDEX
 Accumulation share value:
 Beginning of period (1) .       $18.28        $15.28        $16.25        $15.03        $14.05        $15.12        $11.56
  End of period  . . . . .       $23.68        $18.28        $15.28        $16.25        $15.03        $14.05        $15.12
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .       70,792        85,615       102,698       131,774       133,791       156,006        89,934
INTERNATIONAL OPPORTUNITES
 Accumulation share value:
 Beginning of period(2). .       $12.28        $10.70        $10.60        $10.00            --            --            --
  End of period  . . . . .       $16.29        $12.28        $10.70        $10.60            --            --            --
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .        9,550         9,264         8,683         6,637            --            --            --
</TABLE>


                                      34
<PAGE>

<TABLE>
<CAPTION>
                              Year Ended    Year Ended    Year Ended    Year Ended    Year Ended    Year Ended    Year Ended
                             December 31,  December 31,  December 31,  December 31,  December 31,  December 31,  December 31,
                                 1999          1998          1997          1996          1995          1994          1993
                             ------------  ------------  ------------  ------- -----  ------------  ------------  ------------
<S>                          <C>           <C>           <C>           <C>           <C>           <C>           <C>
EMERGING MARKETS EQUITY
 Accumulation share value:
 Beginning of period (3) .        $9.27        $10.00            --            --            --            --            --
  End of period  . . . . .       $16.64         $9.27            --            --            --            --            --
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .       15,155            --            --            --            --            --            --
SHORT-TERM BOND
 Accumulation share value:
 Beginning of period . . .       $11.42        $10.90        $10.35        $10.00            --            --            --
  End of period  . . . . .       $11.65        $11.42        $10.90        $10.35            --            --            --
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .       32,859        28,394        21,481        16,015            --            --            --
BOND INDEX
 Accumulation share value:
 Beginning of period (3) .       $10.01        $10.00            --            --            --            --            --
  End of period  . . . . .        $9.65        $10.01            --            --            --            --            --
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .        4,722            --            --            --            --            --            --
 ACTIVE BOND
 Accumulation share value:
 Beginning of period . . .       $52.00        $48.53        $44.51        $43.19        $36.49        $37.83        $34.49
  End of period  . . . . .       $51.00        $52.00        $48.53        $44.51        $43.19        $36.49        $37.83
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .    1,417,799     1,594,988     1,749,513     1,980,126     2,205,467     2,486,013     2,730,735
GLOBAL BOND
 Accumulation share value:
 Beginning of period(2). .       $12.37        $11.44        $10.60        $10.00            --            --            --
  End of period  . . . . .       $11.98        $12.37        $11.44        $10.60            --            --            --
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .       34,953        38,188        23,759         7,670            --            --            --
HIGH YIELD BOND
 Accumulation share value:
 Beginning of period (3) .        $9.89        $10.00            --            --            --            --            --
  End of period  . . . . .       $10.29         $9.89            --            --            --            --            --
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .        1,166            --            --            --            --            --            --
 MONEY MARKET
 Accumulation share value:
 Beginning of period . . .       $24.58        $23.55        $22.55        $21.63        $20.65        $20.04        $19.64
  End of period  . . . . .       $25.57        $24.58        $23.55        $22.55        $21.63        $20.65        $20.04
 Number of Accumulation
 Shares outstanding at end
 of period . . . . . . . .      715,041       754,395       743,856       857,514       972,149     1,068,017     1,171,917
<CAPTION>
                              Year Ended    Year Ended     Year Ended
                             December 31,  December 31,   December 31,
                                 1992          1991           1990
                             ------------  ------------   ------------
<S>                          <C>           <C>           <C>
MANAGED
 Accumulation share value:
 Beginning of period (1) .       $11.96        $10.77         $10.00
  End of period  . . . . .       $13.86        $11.96         $10.77
 Number of Accumulation         806,671       451,945        262,273
 Shares outstanding at end
 of period . . . . . . . .
 GROWTH & INCOME
 Accumulation share value:
 Beginning of period . . .       $59.22        $47.48         $46.04
  End of period  . . . . .       $63.84        $59.22         $47.48
 Number of Accumulation       2,736,951     2,924,816      3,193,137
 Shares outstanding at end
 of period . . . . . . . .
EQUITY INDEX
 Accumulation share value:
 Beginning of period (2) .           --            --             --
  End of period  . . . . .           --            --             --
 Number of Accumulation              --            --             --
 Shares outstanding at end
 of period . . . . . . . .
LARGE CAP VALUE
 Accumulation share value:
 Beginning of period (2) .           --            --             --
  End of period  . . . . .           --            --             --
 Number of Accumulation              --            --             --
 Shares outstanding at end
 of period . . . . . . . .
LARGE CAP GROWTH
 Accumulation share value:
 Beginning of period (1) .       $13.59        $10.94         $10.00
  End of period  . . . . .       $14.79        $13.59         $10.94
 Number of Accumulation          86,619        58,121         36,358
 Shares outstanding at end
 of period . . . . . . . .
MID CAP VALUE
 Accumulation share value:
 Beginning of period (2) .           --            --             --
  End of period  . . . . .           --            --             --
 Number of Accumulation              --            --             --
 Shares outstanding at end
 of period . . . . . . . .
MID CAP GROWTH
 Accumulation share value:
 Beginning of period (2) .           --            --             --
  End of period  . . . . .           --            --             --
 Number of Accumulation              --            --             --
 Shares outstanding at end
 of period . . . . . . . .



REAL ESTATE EQUITY
 Accumulation share value:
 Beginning of period (1) .       $11.01        $08.33         $10.00
  End of period  . . . . .       $12.64        $11.01         $08.33
 Number of Accumulation          25,136         8,004          7,621
 Shares outstanding at end
 of period . . . . . . . .
SMALL/MID CAP GROWTH
 Accumulation share value:
 Beginning of period . . .           --            --             --
  End of period  . . . . .           --            --             --
 Number of Accumulation              --            --             --
 Shares outstanding at end
 of period . . . . . . . .
SMALL/MID CAP CORE
 Accumulation share value:
 Beginning of period (3) .           --            --             --
  End of period  . . . . .           --            --             --
 Number of Accumulation              --            --             --
 Shares outstanding at end
 of period . . . . . . . .
SMALL CAP EQUITY
 Accumulation share value:
 Beginning of period (2) .           --            --             --
  End of period  . . . . .           --            --             --
 Number of Accumulation              --            --             --
 Shares outstanding at end
 of period . . . . . . . .
SMALL CAP GROWTH
 Accumulation share value:
 Beginning of period (2) .           --            --             --
  End of period  . . . . .           --            --             --
 Number of Accumulation              --            --             --
 Shares outstanding at end
 of period . . . . . . . .
GLOBAL BALANCED
 Accumulation share value:
 Beginning of period (2) .           --            --             --
  End of period  . . . . .           --            --             --
 Number of Accumulation              --            --             --
 Shares outstanding at end
 of period . . . . . . . .
INTERNATIONAL EQUITY INDEX
 Accumulation share value:
 Beginning of period (1) .       $11.87        $09.72         $10.00
  End of period  . . . . .       $11.56        $11.87         $09.72
 Number of Accumulation          33,160        27,855         28,024
 Shares outstanding at end
 of period . . . . . . . .
INTERNATIONAL OPPORTUNITES
 Accumulation share value:
 Beginning of period(2). .           --            --             --
  End of period  . . . . .           --            --             --
 Number of Accumulation              --            --             --
 Shares outstanding at end
 of period . . . . . . . .


EMERGING MARKETS EQUITY
 Accumulation share value:
 Beginning of period (3) .           --            --             --
  End of period  . . . . .           --            --             --
 Number of Accumulation              --            --             --
 Shares outstanding at end
 of period . . . . . . . .
SHORT-TERM BOND
 Accumulation share value:
 Beginning of period . . .           --            --             --
  End of period  . . . . .           --            --             --
 Number of Accumulation              --            --             --
 Shares outstanding at end
 of period . . . . . . . .
BOND INDEX
 Accumulation share value:
 Beginning of period (3) .           --            --             --
  End of period  . . . . .           --            --             --
 Number of Accumulation              --            --             --
 Shares outstanding at end
 of period . . . . . . . .
 ACTIVE BOND
 Accumulation share value:
 Beginning of period . . .       $32.36        $28.02         $26.35
  End of period  . . . . .       $34.49        $32.36         $28.02
 Number of Accumulation       2,953,463     3,166,240      3,455,875
 Shares outstanding at end
 of period . . . . . . . .
GLOBAL BOND
 Accumulation share value:
 Beginning of period(2). .           --            --             --
  End of period  . . . . .           --            --             --
 Number of Accumulation              --            --             --
 Shares outstanding at end
 of period . . . . . . . .
HIGH YIELD BOND
 Accumulation share value:
 Beginning of period (3) .           --            --             --
  End of period  . . . . .           --            --             --
 Number of Accumulation              --            --             --
 Shares outstanding at end
 of period . . . . . . . .
MONEY MARKET
 Accumulation share value:
 Beginning of period . . .       $19.14        $18.24         $17.02
  End of period  . . . . .       $19.64        $19.14         $18.24
 Number of Accumulation       1,598,576     2,013,162      2,357,840
 Shares outstanding at end
 of period . . . . . . . .
</TABLE>

                                       35

<PAGE>

(1) Values shown for 1990 begin on May 1, 1990.
(2) Values shown for 1996 begin on May 1, 1996.
(3) Values shown for 1998 begin on November 31, 1998.


                                       36

<PAGE>

        APPENDIX  - ILLUSTRATIVE CONTRACT VALUE AND ANNUITY PAYMENT TABLES

  The following tables present illustrative periodic contract values and annuity
payments that would have resulted under a contract described in this prospectus
had such values and payments been based exclusively upon the investment
experience of the nine specified variable investment options, assuming
investment by each of those investment options in the corresponding fund of the
Trust and its predecessors during the periods shown. We have not illustrated the
other investment options because of the limited time that they have been
available. The contracts described in this prospectus were first offered in
1990.

   For the years ended December 31, 1986 (and prior thereto), we have calculated
the values based upon the actual investment results of the three corresponding
variable life insurance managed separate accounts which were the predecessors to
the Growth & Income, Active Bond, and Money Market funds, as if the fund had
been in existence prior to March 28, 1986, the date of its reorganization.

  In the tables, we assume

     .  the owner made a single purchase payment of $10,000, net of any
        deductions from purchase payments,

     .  charges have been assessed at annual rate of 1.00% for mortality and
        expense risks and administrative services, and

     .  actual investment management fees and other fund expenses for the
        periods illustrated have also been assessed.

  Absent expense reimbursements by John Hancock to certain of the funds for some
periods, the values illustrated would have been lower.

 WHAT THE TABLES ILLUSTRATE

  Subject to the foregoing, each Table I presents, at yearly intervals,  the
illustrative periodic contract values for each variable investment option which
would have resulted under a contract, if the owner had made a net single
purchase payment of $10,000.  The contract values are based upon the investment
performance of the corresponding fund.

  Subject to the foregoing, each Table II indicates, at annual intervals,
illustrative monthly variable annuity payments for each variable investment
option which would have been received by an annuitant or other payee, assuming
that an initial annuity payment of $100 was received in the month and year
indicated. The form of annuity illustrated is a life annuity with payments
guaranteed for 10 years.

  The results shown should not be considered a representation of the future. A
program of the type illustrated in the tables does not assure a profit or
protect against depreciation in declining markets.

                                       37

<PAGE>

                                 GROWTH & INCOME


 TABLE I--ACCUMULATION PERIOD--ILLUSTRATIVE CONTRACT VALUES WHICH WOULD HAVE
RESULTED IF A $10,000 NET PURCHASE PAYMENT CONTRACT HAD BEEN ISSUED JANUARY 2,
1975

<TABLE>
<CAPTION>
                                                                                Contract value
                                                                                on December 31
Contract Year Commencing                                                       of the same year
------------------------                                                      ------------------
<S>                                                                           <C>
January 1975. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        12,819.53
January 1976. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        14,966.77
January 1977. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        13,228.08
January 1978. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        13,894.65
January 1979. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        15,986.35
January 1980. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        20,643.34
January 1981. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        20,623.76
January 1982. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        26,146.28
January 1983. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        31,543.15
January 1984. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        32,710.95
January 1985. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        43,647.01
January 1986. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        50,007.66
January 1987. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        51,447.97
January 1988. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        59,612.93
January 1989. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        76,444.82
January 1990. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        77,614.59
January 1991. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        96,797.31
January 1992. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       104,360.17
January 1993. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       117,099.32
January 1994. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       115,292.09
January 1995. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       153,196.34
January 1996. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       182,154.80
January 1997. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       234,162.54
January 1998  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       301,957.33
January 1999  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       347,462.43
</TABLE>


 TABLE II--ANNUITY PERIOD--ILLUSTRATIVE MONTHLY VARIABLE ANNUITY PAYMENTS AN
ANNUITANT WOULD HAVE RECEIVED ASSUMING A FIRST ANNUITY PAYMENT OF $100 IN
JANUARY 1975.

<TABLE>
<CAPTION>
<S>                              <C>
                                   Payment
                                  For Month
Month                            -----------
-----
January 1975. . . . . . . .         100.00
January 1976. . . . . . . .         126.56
January 1977. . . . . . . .         141.12
January 1978. . . . . . . .         123.05
January 1979. . . . . . . .         125.58
January 1980. . . . . . . .         139.22
January 1981. . . . . . . .         172.58
January 1982. . . . . . . .         167.75
January 1983. . . . . . . .         204.49
January 1984. . . . . . . .         235.65
January 1985. . . . . . . .         237.41
January 1986. . . . . . . .         307.45
January 1987. . . . . . . .         348.17
January 1988. . . . . . . .         347.67
January 1989. . . . . . . .         384.54
January 1990. . . . . . . .         456.19
January 1991. . . . . . . .         462.96
January 1992. . . . . . . .         530.83
January 1993. . . . . . . .         583.54
January 1994. . . . . . . .         631.13
January 1995. . . . . . . .         602.56
January 1996. . . . . . . .         768.39
January 1997. . . . . . . .         888.58
January 1998. . . . . . . .       1,057.91
January 1999 . . . . . . . .      1,512.89
</TABLE>


  The amounts shown are based on the investment performance of the Growth &
Income Fund, and its predecessors. All amounts reflect the provisions of the
contracts described in this prospectus, including annuity tables based on the
standard assumed investment rate of3 1/2% per annum. The amounts shown do not
reflect the deduction for any applicable premium tax. See text preceding these
tables.

                                       38

<PAGE>

                     ACTIVE BOND (FORMERLY, "SOVEREIGN BOND")

 TABLE I--ACCUMULATION PERIOD--ILLUSTRATIVE CONTRACT VALUES WHICH WOULD HAVE
RESULTED IF A $10,000 NET PURCHASE PAYMENT CONTRACT HAD BEEN ISSUED JUNE 2, 1980

<TABLE>
<CAPTION>
                                                                                  Contract value
                                                                                  on December 31
Contract year Commencing                                                         of the same year
------------------------                                                        ------------------
<S>                                                                             <C>
June 1980 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       10,253.83
June 1981 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       10,562.69
June 1982 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       13,469.69
June 1983 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       14,149.83
June 1984 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       16,041.33
June 1985 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       19,306.75
June 1986 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       21,698.31
June 1987 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       22,052.03
June 1988 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       23,615.71
June 1989 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       26,354.41
June 1990 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       28,015.98
June 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       32,360.46
June 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       34,492.94
June 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       37,828.50
June 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       36,490.86
June 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       43,187.99
June 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       44,514.03
June 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       48,526.20
June 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       51,999.07
June 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       50,997.13
</TABLE>



 TABLE II--ANNUITY PERIOD--ILLUSTRATIVE MONTHLY VARIABLE ANNUITY PAYMENTS AN
ANNUITANT WOULD HAVE RECEIVED ASSUMING A FIRST ANNUITY PAYMENT OF $100 IN JUNE
1980:
<TABLE>
<CAPTION>

                                                                                Payment
Month                                                                          For Month
-----                                                                         -----------
<S>                                                                           <C>
June 1980 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     100.00
June 1981 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      96.41
June 1982 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     105.17
June 1983 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     126.21
June 1984 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     120.98
June 1985 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     145.80
June 1986 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     165.31
June 1987 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     166.02
June 1988 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     172.28
June 1989 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     181.81
June 1990 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     187.02
June 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     200.83
June 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     215.21
June 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     230.96
June 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     224.68
June 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     238.43
June 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     243.64
June 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     251.72
June 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     268.27
June 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     267.58
</TABLE>

  The amounts shown are based on the investment performance of the Active Bond
Fund, and its predecessors. All amounts reflect the provisions of the contracts
described in this prospectus, including annuity tables based on the standard
assumed investment rate of3 1/2% per annum. The amounts shown do not reflect the
deduction for any applicable premium tax. See text preceding these tables.

                                       39

<PAGE>

                                   MONEY MARKET

 TABLE I--ACCUMULATION PERIOD--ILLUSTRATIVE CONTRACT VALUES WHICH WOULD HAVE
RESULTED IF A $10,000 NET PURCHASE PAYMENT CONTRACT HAD BEEN ISSUED MAY 13, 1982

<TABLE>
<CAPTION>
                                                                                  Contract value
                                                                                  on December 31
Contract Year Commencing                                                         of the same year
------------------------                                                        ------------------
<S>                                                                             <C>
May 1982. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       10,482.07
May 1983. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       11,284.20
May 1984. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       12,347.06
May 1985. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       13,220.56
May 1986. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       13,966.07
May 1987. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       14,753.06
May 1988. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       15,728.09
May 1989. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       17,018.29
May 1990. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       18,236.49
May 1991. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       19,134.06
May 1992. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       19,633.91
May 1993. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       20,033.99
May 1994. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       20,646.91
May 1995. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       21,624.80
May 1996. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       22,551.18
May 1997. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       23,545.36
May 1998  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       24,579.76
May 1999  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>


 TABLE II--ANNUITY PERIOD--ILLUSTRATIVE MONTHLY VARIABLE ANNUITY PAYMENTS AN
ANNUITANT WOULD HAVE RECEIVED ASSUMING A FIRST ANNUITY PAYMENT OF $100 IN MAY
1982.

<TABLE>
<CAPTION>

                                                                               Payment
Month                                                                         For Month
-----                                                                        -----------
<S>                                                                          <C>
May 1982 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     100.00
May 1983 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     103.76
May 1984 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     108.45
May 1985 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     114.21
May 1986 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     117.81
May 1987 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     119.65
May 1988 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     122.42
May 1989 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     127.07
May 1990 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     132.40
May 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     136.49
May 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     137.10
May 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     135.53
May 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     133.62
May 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     134.22
May 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     135.58
May 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     136.62
May 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     137.90
May 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     138.78
</TABLE>


  The amounts shown are based on the investment performance of the Money Market
Fund, and its predecessors. All amounts reflect the provisions of the contracts
described in this prospectus, including annuity tables based on the standard
assumed investment rate of3 1/2% per annum. The amounts shown do not reflect the
deduction for any applicable premium tax. See text preceding these tables.

                                       40

<PAGE>

                                 LARGE CAP GROWTH

 TABLE I--ACCUMULATION PERIOD--ILLUSTRATIVE CONTRACT VALUES WHICH WOULD HAVE
RESULTED IF A $10,000 NET PURCHASE PAYMENT HAD BEEN ISSUED NOVEMBER 24, 1987

<TABLE>
<CAPTION>
                                                                               Contract value
                                                                               on December 31
Contract Year Commencing                                                      of the same year
------------------------                                                    --------------------
<S>                                                                         <C>
November 1987 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             10,243.86
November 1988 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             11,672.16
November 1989 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             14,984.57
November 1990 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             15,863.60
November 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             19,703.88
November 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             21,447.52
November 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             24,167.30
November 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             23,693.18
November 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             30,879.50
November 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             36,157.66
November 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             46,879.34
November 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             64,751.95
November 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

 TABLE II--ANNUITY PERIOD--ILLUSTRATIVE MONTHLY VARIABLE ANNUITY PAYMENTS AN
ANNUITANT WOULD HAVE RECEIVED ASSUMING A FIRST ANNUITY PAYMENT OF $100 IN
NOVEMBER 1987.

<TABLE>
<CAPTION>

                                      Payment
Month                                For Month
-----                              --------------
<S>                                <C>
November 1987. . . . . . . . . .          100.00
November 1988. . . . . . . . . .          110.03
November 1989. . . . . . . . . .          136.28
November 1990. . . . . . . . . .          137.37
November 1991. . . . . . . . . .          142.37
November 1992. . . . . . . . . .          172.31
November 1993. . . . . . . . . .          194.04
November 1994. . . . . . . . . .          187.98
November 1995. . . . . . . . . .          225.72
November 1996. . . . . . . . . .          262.63
November 1997. . . . . . . . . .          322.95
November 1998  . . . . . . . . .          387.15
November 1999  . . . . . . . . .          492.82
</TABLE>

  The amounts shown are based on the investment performance of the Large Cap
Growth Fund. All amounts reflect the provisions of the contracts described in
this prospectus, including annuity tables based on the standard assumed
investment rate of3 1/2% per annum. The amounts shown do not reflect the
deduction for any applicable premium tax. See text preceding the tables.

                                    MANAGED

 TABLE I--ACCUMULATION PERIOD--ILLUSTRATIVE CONTRACT VALUES WHICH WOULD HAVE
RESULTED IF A $10,000 NET PURCHASE PAYMENT HAD BEEN ISSUED NOVEMBER 9, 1987

<TABLE>
<CAPTION>
                                                                             Contract value
                                                                             on December 31
Contract Year Commencing                                                    of the same year
------------------------                                                   ------------------
<S>                                                                        <C>
November 1987. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       10,232.70
November 1988. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       11,334.40
November 1989. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       13,393.61
November 1990. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       13,801.73
November 1991. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       16,668.31
November 1992. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       17,775.86
November 1993. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       19,642.61
November 1994. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       19,013.90
November 1995. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       23,925.00
November 1996. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       26,225.50
November 1997. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       30,829.41
November 1998  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       36,754.85
November 1999. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

 TABLE II--ANNUITY PERIOD--ILLUSTRATIVE MONTHLY VARIABLE ANNUITY PAYMENTS AN
ANNUITANT WOULD HAVE RECEIVED ASSUMING A FIRST ANNUITY PAYMENT OF $100 IN
NOVEMBER 1987.

<TABLE>
<CAPTION>
                                       Payment
Month                                For Month
-----                              --------------
<S>                                <C>
November 1987. . . . . . . . . .          100.00
November 1988. . . . . . . . . .          110.31
November 1989. . . . . . . . . .          122.50
November 1990. . . . . . . . . .          116.05
November 1991. . . . . . . . . .          138.17
November 1992. . . . . . . . . .          144.89
November 1993. . . . . . . . . .          159.95
November 1994. . . . . . . . . .          150.56
November 1995. . . . . . . . . .          174.25
November 1996. . . . . . . . . .          187.53
November 1997. . . . . . . . . .          210.06
November 1998  . . . . . . . . .          230.11
November 1999  . . . . . . . . .          254.74
</TABLE>

  The amounts shown are based on the investment performance of the Managed Fund.
All amounts reflect the provisions of the contracts described in this
prospectus, including annuity tables based on the standard assumed investment
rate of3 1/2% per annum. The amounts shown do not reflect the deduction for any
applicable premium tax. See text preceding the tables.

                                       41

<PAGE>

                                REAL ESTATE EQUITY

 TABLE I--ACCUMULATION PERIOD--ILLUSTRATIVE CONTRACT VALUES WHICH WOULD HAVE
RESULTED IF A $10,000 NET PURCHASE PAYMENT HAD BEEN ISSUED FEBRUARY 14, 1989

<TABLE>
<CAPTION>
                                                                               Contract value
                                                                               on December 31
Contract Year Commencing                                                      of the same year
------------------------                                                    --------------------
<S>                                                                         <C>
February 1989 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             10,411.79
February 1990 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              8,096.26
February 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             10,702.17
February 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             12,292.77
February 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             14,276.57
February 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             14,539.51
February 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             16,166.74
February 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             21,298.75
February 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             24,717.57
February 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             20,383.04
February 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             19,839.95
</TABLE>

 TABLE II--ANNUITY PERIOD--ILLUSTRATIVE MONTHLY VARIABLE ANNUITY PAYMENTS AN
ANNUITANT WOULD HAVE RECEIVED ASSUMING A FIRST ANNUITY PAYMENT OF $100 IN
FEBRUARY 1989.

<TABLE>
<CAPTION>
                                       Payment
Month                                For Month
-----                              --------------
<S>                                <C>
February 1989. . . . . . . . . .          100.00
February 1990. . . . . . . . . .           96.30
February 1991. . . . . . . . . .           86.16
February 1992. . . . . . . . . .          101.00
February 1993. . . . . . . . . .          117.29
February 1994. . . . . . . . . .          121.19
February 1995. . . . . . . . . .          115.20
February 1996. . . . . . . . . .          128.27
February 1997. . . . . . . . . .          163.25
February 1998. . . . . . . . . .          175.99
February 1999  . . . . . . . . .          141.41
February 2000  . . . . . . . . .          137.07
</TABLE>

  The amounts shown are based on the investment performance of the Real Estate
Equity Fund. All amounts reflect the provisions of the contracts described in
this prospectus, including annuity tables based on the standard assumed
investment rate of3 1/2% per annum. The amounts shown do not reflect the
deduction for any applicable premium tax. See text preceding the tables.

                            INTERNATIONAL EQUITY INDEX

 TABLE I--ACCUMULATION PERIOD--ILLUSTRATIVE CONTRACT VALUES WHICH WOULD HAVE
RESULTED IF A $10,000 NET PURCHASE PAYMENT HAD BEEN ISSUED FEBRUARY 10, 1989

<TABLE>
<CAPTION>
                                                                               Contract value
                                                                               on December 31
Contract Year Commencing                                                      of the same year
------------------------                                                    --------------------
<S>                                                                         <C>
February 1989 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             11,110.62
February 1990 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             10,127.48
February 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             12,370.78
February 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             12,046.28
February 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             15,754.61
February 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             14,645.35
February 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             15,661.96
February 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             16,931.02
February 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             15,921.47
February 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             19,045.02
February 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             24,676.49
</TABLE>

 TABLE II--ANNUITY PERIOD--ILLUSTRATIVE MONTHLY VARIABLE ANNUITY PAYMENTS AN
ANNUITANT WOULD HAVE RECEIVED ASSUMING A FIRST ANNUITY PAYMENT OF $100 IN
FEBRUARY 1989.

<TABLE>
<CAPTION>

                                     Payment
Month                               For Month
-----                              -----------
<S>                                <C>
February 1989  . . . . . . . . .     100.00
February 1990  . . . . . . . . .      97.16
February 1991  . . . . . . . . .      90.62
February 1992  . . . . . . . . .     105.09
February 1993  . . . . . . . . .      99.92
February 1994  . . . . . . . . .     126.30
February 1995  . . . . . . . . .     106.20
February 1996  . . . . . . . . .     118.06
February 1997  . . . . . . . . .     119.29
February 1998  . . . . . . . . .     112.74
February 1999  . . . . . . . . .     127.77
February 2000  . . . . . . . . .     150.21
</TABLE>

  The amounts shown are based on the investment performance of the International
Equity Index Fund. All amounts reflect the provisions of the contracts described
in this prospectus, including annuity tables based on the standard assumed
investment rate of3 1/2% per annum. The amounts shown do not reflect the
deduction for any applicable premium tax. See text preceding the tables.

                                       42

<PAGE>

                                 SHORT-TERM BOND

 TABLE I--ACCUMULATION PERIOD--ILLUSTRATIVE CONTRACT VALUES WHICH WOULD HAVE
RESULTED IF A $10,000 NET PURCHASE PAYMENT HAD BEEN ISSUED SEPTEMBER 23, 1994


<TABLE>
<CAPTION>
                                 Contract value
                                 on December 31
Contract Year Commencing        of the same year
------------------------       ------------------
<S>                            <C>
September 1994 . . . . . . .        9,923.81
September 1995 . . . . . . .       10,955.04
September 1996 . . . . . . .       11,237.26
September 1997 . . . . . . .       11,779.75
September 1998 . . . . . . .       12,340.88
September 1999 . . . . . . .       12,580.32
</TABLE>

 TABLE II--ANNUITY PERIOD--ILLUSTRATIVE MONTHLY VARIABLE ANNUITY PAYMENTS AN
ANNUITANT WOULD HAVE RECEIVED ASSUMING A FIRST ANNUITY PAYMENT OF $100 IN
SEPTEMBER 1994.

<TABLE>
<CAPTION>

                                     Payment
Month                               For Month
-----                              -----------
<S>                                <C>
September 1994 . . . . . . . . .     100.00
September 1995 . . . . . . . . .     103.33
September 1996 . . . . . . . . .     103.12
September 1997 . . . . . . . . .     104.45
September 1998 . . . . . . . . .     106.75
September 1999 . . . . . . . . .     105.07
</TABLE>

  The amounts shown are based on the investment performance of the Short-Term
Bond Fund. All amounts reflect the provisions of the contracts described in this
prospectus, including annuity tables based on the standard assumed investment
rate of3 1/2% per annum. The amounts shown do not reflect the deduction for any
applicable premium tax. See text preceding the tables.

                               SMALL/MID CAP GROWTH

 TABLE I--ACCUMULATION PERIOD--ILLUSTRATIVE CONTRACT VALUES WHICH WOULD HAVE
RESULTED IF A $10,000 NET PURCHASE PAYMENT HAD BEEN ISSUED SEPTEMBER 23, 1994


<TABLE>
<CAPTION>
                                 Contract value
                                 on December 31
Contract Year Commencing        of the same year
------------------------       ------------------
<S>                            <C>
September 1994 . . . . . . .        9,922.70
September 1995 . . . . . . .       13,357.06
September 1996 . . . . . . .       17,236.19
September 1997 . . . . . . .       17,576.34
September 1998 . . . . . . .       18,377.45
September 1999 . . . . . . .       19,131.08
</TABLE>

 TABLE II--ANNUITY PERIOD--ILLUSTRATIVE MONTHLY VARIABLE ANNUITY PAYMENTS AN
ANNUITANT WOULD HAVE RECEIVED ASSUMING A FIRST ANNUITY PAYMENT OF $100 IN
SEPTEMBER 1994.

<TABLE>
<CAPTION>

                                     Payment
Month                               For Month
-----                              -----------
<S>                                <C>
September 1994 . . . . . . . . .     100.00
September 1995 . . . . . . . . .     125.93
September 1996 . . . . . . . . .     100.11
September 1997 . . . . . . . . .     106.20
September 1998 . . . . . . . . .     106.74
September 1999 . . . . . . . . .     201.41
</TABLE>

  The amounts shown are based on the investment performance of the Small/Mid Cap
Growth Fund. All amounts reflect the provisions of the contracts described in
this prospectus, including annuity tables based on the standard assumed
investment rate of3 1/2% per annum. The amounts shown do not reflect the
deduction for any applicable premium tax. See text preceding the tables.


                                       43

<PAGE>

LOGO
                      JOHN HANCOCK LIFE INSURANCE COMPANY


                             ANNUITY TRANSFERLINE

                              AUTHORIZATION FORM


 INSTRUCTIONS: Please complete and sign where indicated. If your Contract will
 be jointly owned, each Owner must sign. An acknowledgment letter will be sent
 as soon as your Contract is issued.

 THIS COMPLETED FORM MUST BE SUBMITTED WITH THE APPLICATION.
--------------------------------------------------------------------------------

( ) Yes! I want TRANSFERLINE, John Hancock's telephone transfer program that
    permits fast and toll-free transfers of funds within my Contract, as
    conditions dictate.

As the applicant for a Contract funded by John Hancock Variable Series Trust I
(the "Trust"), I hereby authorize John Hancock, on behalf of the Trust, to act
upon my telephone instructions to:

  (1) reallocate my then current value held in any one or more Subaccounts, and

  (2) to change the allocation of future purchase payments to the Subaccounts.

I understand that John Hancock employs the following procedures reasonably
designed to confirm that the instructions received by telephone are genuine:
requiring disclosure of personal identification; tape recording calls; and
providing the Owner with a confirmation of the transfer. As long as John Hancock
follows such procedures, I will not hold John Hancock or the Trust (or any of
their successors) liable for any loss, expense, or cost resulting from any
unauthorized or fraudulent telephone instructions.

I further understand that this authorization is limited by the conditions and
procedures for telephone account transfers and investment option changes set
forth in the prospectus describing my contract.

I further understand that this authorization will continue in force unless and
until the earlier of (a) written revocation received by John Hancock at its
Annuity Servicing Office or (b) John Hancock discontinues this service.

                                   Signature(s) of Prospective
                                      Contract Owner(s)


Date:                                     /s/ _______________________________
Date:                                     /s/ _______________________________

                      Questions call:     1-800-732-5543

                             Mail to:     John Hancock Annuity Servicing Office
                                          529 Main Street (X-4)
                                          Charlestown, MA 02129


                                      44

<PAGE>

                       SUPPLEMENT DATED NOVEMBER 1, 2000

                                       TO

                                VARIABLE ANNUITY

                      PROSPECTUSES DATED NOVEMBER 1, 2000


     This Supplement is intended to be distributed with prospectuses dated
November 1, 2000 for certain VARIABLE ANNUITY CONTRACTS ISSUED ON OR BEFORE MAY
1, 2000 by John Hancock Life Insurance Company or John Hancock Variable Life
Insurance Company (the "Product Prospectuses"). The variable annuity contracts
involved bear the title "Accommodator Variable Annuity," "Accommodator 2000
Variable Annuity," "Independence Variable Annuity," "Independence Preferred
Variable Annuity," "Independence 2000 Variable Annuity," or "Marketplace
Variable Annuity." This Supplement contains amendments to the Product
Prospectuses and to the prospectus for the underlying John Hancock Variable
Series Trust I.

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

                            GUIDE TO THIS SUPPLEMENT
                            ------------------------

 .    Your contract enables you to invest in the INTERNATIONAL OPPORTUNITIES II
     VARIABLE INVESTMENT OPTION. This variable investment option is subject to
     all the terms and conditions of the contracts and the procedures described
     in the Product Prospectuses. Prior to May 1, 2000, this variable investment
     option was known as the "Global Equity" variable investment option. We may
     modify or delete this investment option in the future.

 .    If you select the International Opportunities II variable investment
     option, we will invest your money in the corresponding fund of the John
     Hancock Variable Series Trust I. The International Opportunities II Fund is
     managed by T. Rowe Price International, Inc.

 .    Page 2 of this Supplement amends the Annual Fund Expenses table in each of
     the Product Prospectuses.

 .    Pages 2 through 4 of this Supplement amend the Examples contained in each
     Product Prospectus with information on the current expenses you would pay,
     directly or indirectly, on a $1,000 investment allocated to the
     International Opportunities II variable investment option.

 .    Pages 4 through 6 of this Supplement amend the Condensed Financial
     Information tables in the Product Prospectuses with selected data for
     accumulation shares for the International Opportunities II investment
     option.

 .    Pages 7 through 9 of this Supplement amend the John Hancock Variable Series
     Trust I prospectus and describe the Goal and Strategy, Subadviser, Past
     Performance, Main Risks, Financial Highlights and Expenses, Dividends and
     Taxes of the International Opportunities II Fund.

                                        1
<PAGE>

                        ANNUAL FUND EXPENSES AND EXAMPLES

ANNUAL FUND EXPENSES (BASED ON % OF AVERAGE NET ASSETS)

 .    The Annual Fund Expenses table in the Fee Table section of each Product
     Prospectus is supplemented with the following information:

     The following figures are based on historical and current fund expenses, as
a percentage (rounded to two decimal places) of the fund's average daily net
assets for 1999. Shareholders of the International Opportunities II fund have
approved a new management fee schedule, effective November 1, 2000, and the
"investment management fee" percentage is calculated as if the new fee schedule
had been in effect for all of 1999. The percentage for "other operating
expenses" is based on the allocation methodology and expense reimbursement
policy adopted by the John Hancock Variable Series Trust I on April 23, 1999,
and is calculated as if that allocation methodology and expense reimbursement
policy had been in effect for all of 1999. Under the expense reimbursement
policy, John Hancock Life Insurance Company voluntarily reimburses the
International Opportunities II fund when the fund's "other fund expenses" exceed
0.10% of the fund's average daily net assets.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                 Investment  Distribution and  Other Operating  Total Fund  Other Operating
                                                 Management      Service        Expenses With   Operating   Expenses Absent
Fund Name                                            Fee       (12b-1) Fees     Reimbursement    Expenses    Reimbursement
---------                                        ----------  ----------------  ---------------  ---------- ------------------
------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>         <C>               <C>              <C>         <C>
JOHN HANCOCK VARIABLE SERIES TRUST I:
------------------------------------------------------------------------------------------------------------------------------
International Opportunities II ...........         1.00%           N/A              0.10%          1.10%         0.50%
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

EXAMPLES

 .    The Examples that follow the Fee Table in each Product Prospectus are
     supplemented with the following information on the current expenses you
     would pay, directly or indirectly, on a $1,000 investment allocated to the
     INTERNATIONAL OPPORTUNITIES II VARIABLE INVESTMENT OPTION, assuming a 5%
     annual return on assets. The examples do not include any applicable premium
     taxes or any fees for optional benefit riders. The examples should not be
     considered representations of past or future expenses; actual charges may
     be greater or less than those shown above. The examples assume fund
     expenses at the rates set forth in the table above, after reimbursements.
     Any applicable annual contract fee has been included as an annual
     percentage of assets.

     Accommodator Variable Annuity

     .    If you "surrender" (turn in) an Accommodator periodic premium deferred
          contract or begin receiving annuity payments under one of its annuity
          options at the end of the applicable time period, you would pay $99 at
          the end of 1 year; $138 at the end of 3 years; $180 at the end of 5
          years; and $295 at the end of 10 years.

     .    If you "surrender" (turn in) an Accommodator single premium deferred
          contract or begin receiving annuity payments under one of its annuity
          options at the end of the applicable time period, you would pay $74 at
          the end of 1 year;

                                        2
<PAGE>

          $114 at the end of 3 years; $157 at the end of 5 years; and $275 at
          the end of 10 years.

     .    If you begin receiving annuity payments at the earliest possible date
          on an Accommodator single premium immediate annuity contract, you
          would pay $69 at the end of 1 year; $110 at the end of 3 years; $152
          at the end of 5 years; and $271 at the end of 10 years.

     Accommodator 2000 Variable Annuity

     .    If you "surrender" (turn in) an Accommodator 2000 variable annuity
          contract at the end of the applicable time period, you would pay $100
          at the end of 1 year; $140 at the end of 3 years; $179 at the end of 5
          years; and $267 at the end of 10 years.

     .    If you begin receiving payments under one of the Accommodator 2000
          annuity payment options at the end of the applicable time period, or
          if own but do not surrender an Accommodator 2000 variable annuity
          contract, you would pay $24 at the end of 1 year; $73 at the end of 3
          years; $125 at the end of 5 years; and $267 at the end of 10 years.

     Independence Variable Annuity

     .    If you "surrender" (turn in) an Independence variable annuity contract
          at the end of the applicable time period, you would pay $97 at the end
          of 1 year; $147 at the end of 3 years; $191 at the end of 5 years; and
          $276 at the end of 10 years.

     .    If you begin receiving payments under one of the Independence annuity
          payment options at the end of the applicable time period, or if own
          but do not surrender an Independence variable annuity contract, you
          would pay $25 at the end of 1 year; $75 at the end of 3 years; $129 at
          the end of 5 years; and $276 at the end of 10 years.

     Independence Preferred Variable Annuity

     .    If you "surrender" (turn in) an Independence Preferred variable
          annuity contract at the end of the applicable time period, you would
          pay $98 at the end of 1 year; $150 at the end of 3 years; $196 at the
          end of 5 years; and $286 at the end of 10 years.

     .    If you begin receiving payments under one of the Independence
          Preferred annuity payment options at the end of the applicable time
          period, or if own but do not surrender an Independence Preferred
          variable annuity contract, you would pay $26 at the end of 1 year; $78
          at the end of 3 years; $134 at the end of 5 years; and $286 at the end
          of 10 years.

                                        3
<PAGE>

     Independence 2000 Variable Annuity

     .    If you "surrender" (turn in) an Independence 2000 variable annuity
          contract at the end of the applicable time period, you would pay $88
          at the end of 1 year; $120 at the end of 3 years; $156 at the end of 5
          years; and $276 at the end of 10 years.

     .    If you begin receiving payments under one of the Independence 2000
          annuity payment options at the end of the applicable time period, or
          if own but do not surrender an Independence 2000 variable annuity
          contract, you would pay $25 at the end of 1 year; $75 at the end of 3
          years; $129 at the end of 5 years; and $276 at the end of 10 years.

     Marketplace Variable Annuity

     .    If, at the end of the applicable time period, you "surrender" (turn
          in), or continue to maintain, or begin receiving payments under a
          Marketplace variable annuity contract, you would pay $20 at the end of
          1 year; $61 at the end of 3 years; $105 at the end of 5 years; and
          $226 at the end of 10 years.

                         CONDENSED FINANCIAL INFORMATION

     The following tables provide selected data for INTERNATIONAL OPPORTUNITIES
II ACCUMULATION SHARES under the contracts for the periods shown. Values shown
for 1998 for the Accommodator Variable Annuity and for the Marketplace Variable
Annuity contracts begin on November 31, 1998. Values shown for 1998 for all
other contracts begin on May 1, 1998.

   Accommodator Variable Annuity contracts issued by John Hancock Life Insurance
   Company (John Hancock Variable Annuity Account U):

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
                                                      Year Ended           Year Ended
                                                   December 31, 1999    December 31, 1998
                                                   -----------------    -----------------
------------------------------------------------------------------------------------------
<S>                                               <C>                 <C>
Accumulation share value:
------------------------------------------------------------------------------------------
  Beginning of period .........................         $10.30               $10.00
------------------------------------------------------------------------------------------
  End of period ...............................         $12.67               $10.30
------------------------------------------------------------------------------------------
Number of Accumulation Shares outstanding at end
 of period.....................................            629                    0
------------------------------------------------------------------------------------------
</TABLE>

   Accommodator 2000 Variable Annuity contracts issued by John Hancock Life
   Insurance Company (John Hancock Variable Annuity Account V):

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                                                                 Period from
                                                               Year ended      May 1, 1998  to
                                                              Dec. 31, 1999   December 31, 1998
                                                              -------------  -------------------
------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>
Accumulation share value
------------------------------------------------------------------------------------------------
  Beginning of period.......................................     $10.30            $10.00
------------------------------------------------------------------------------------------------
  End of period.............................................     $12.64            $10.30
------------------------------------------------------------------------------------------------
Number of Accumulation Shares outstanding at end of period..      2,612                 0
------------------------------------------------------------------------------------------------
</TABLE>

                                        4
<PAGE>

                   CONDENSED FINANCIAL INFORMATION - CONTINUED

     Independence Variable Annuity contracts issued by John Hancock Life
     Insurance Company (John Hancock Variable Annuity Account U):

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
                                                                         Period from
                                                     Year ended        May 1, 1998 to
                                                  December 31, 1999   December 31, 1998
                                                  -----------------  -------------------
----------------------------------------------------------------------------------------
<S>                                               <C>                <C>
Accumulation Share Value
----------------------------------------------------------------------------------------
  Beginning of Period..........................        $ 10.30             $10.00
----------------------------------------------------------------------------------------
  End of Period................................        $ 12.61             $10.30
----------------------------------------------------------------------------------------
Number of Accumulation Shares outstanding at
 end of period.................................         41,397                495
----------------------------------------------------------------------------------------
</TABLE>

   Independence Preferred Variable Annuity contracts issued by John Hancock Life
   Insurance Company (John Hancock Variable Annuity Account V):

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                                                     Year-Ended      Year-Ended
                                                                    December, 31,   December, 31,
                                                                        1999            1998
                                                                    -------------   -------------
---------------------------------------------------------------------------------------------------
<S>                                                                 <C>            <C>
Accumulation share value:
--------------------------------------------------------------------------------------------------
  Beginning of period.......................................           $10.30          $10.00
--------------------------------------------------------------------------------------------------
  End of period.............................................           $12.60          $10.30
--------------------------------------------------------------------------------------------------
Accumulation share value:                                               5,778               -
--------------------------------------------------------------------------------------------------
</TABLE>

   Independence Preferred Variable Annuity contracts issued by John Hancock
   Variable Life Insurance Company (John Hancock Variable Annuity Account I):

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                                  Year-Ended      Year-Ended
                                                                                 December, 31,   December, 31,
                                                                                     1999            1998
                                                                                 -------------   -------------
---------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>
Accumulation share value:
---------------------------------------------------------------------------------------------------------------
  Beginning of period....................................................           $ 10.30         $10.00
---------------------------------------------------------------------------------------------------------------
  End of period..........................................................           $ 12.60         $10.30
---------------------------------------------------------------------------------------------------------------
Number of Accumulation Shares outstanding at end of period                           14,081          2,335
---------------------------------------------------------------------------------------------------------------
</TABLE>

   Independence 2000 Variable Annuity contracts issued by John Hancock Life
   Insurance Company (John Hancock Variable Annuity Account V):

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                                                   Year Ended           Year Ended
                                                                December 31, 1999    December 31, 1998
                                                               ------------------   ------------------
-------------------------------------------------------------------------------------------------------
<S>                                                            <C>                 <C>
Accumulation share value:
-------------------------------------------------------------------------------------------------------
  Beginning of period.......................................         $10.30               $10.00
-------------------------------------------------------------------------------------------------------
  End of period.............................................         $12.61               $10.30
-------------------------------------------------------------------------------------------------------
Number of Accumulation Shares outstanding at end of period            9,114                    0
-------------------------------------------------------------------------------------------------------
</TABLE>

                                        5
<PAGE>

                   CONDENSED FINANCIAL INFORMATION - CONTINUED

   Independence 2000 Variable Annuity contracts issued by John Hancock Variable
   Life Insurance Company (John Hancock Variable Annuity Account I):

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                                       Year Ended           Year Ended
                                                                       ----------           ----------
                                                                    December 31, 1999    December 31, 1998
                                                                   ------------------   ------------------
-----------------------------------------------------------------------------------------------------------
<S>                                                                <C>                 <C>
Accumulation share value:
-----------------------------------------------------------------------------------------------------------
  Beginning of period...........................................         $10.30               $10.00
-----------------------------------------------------------------------------------------------------------
  End of period.................................................         $12.61               $10.30
-----------------------------------------------------------------------------------------------------------
Number of Accumulation Shares outstanding at end of period               73,383               14,675
-----------------------------------------------------------------------------------------------------------
</TABLE>

   Marketplace Variable Annuity contracts issued by John Hancock Variable Life
   Insurance Company (John Hancock Variable Annuity Account I):

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                                     Year Ended           Year Ended
                                                                  December 31, 1999    December 31, 1998
                                                                  -----------------    -----------------
---------------------------------------------------------------------------------------------------------
<S>                                                              <C>                 <C>
 Accumulation share value:
---------------------------------------------------------------------------------------------------------
 Beginning of period.................................                 $10.305              $10.000
---------------------------------------------------------------------------------------------------------
 End of period.......................................                  $12.67              $10.305
---------------------------------------------------------------------------------------------------------
 Number of Accumulation Shares outstanding at end of period               157                    0
---------------------------------------------------------------------------------------------------------
</TABLE>

                                       6
<PAGE>

International Opportunities II Fund
(Formerly Global Equity Fund)

GOAL AND STRATEGY

This is an international stock fund that seeks long-term growth in capital.

The Fund primarily invests in a diversified mix of common stocks of large
established and medium-sized foreign companies located throughout the world,
including developed, newly industrialized, and emerging countries.

The manager determines the distribution among countries and regions by using a
combination of fundamental research and economic analysis, emphasizing:

 . prospects for relative economic growth between foreign countries;

 . expected levels of inflation;

 . government policies influencing business conditions; and

 . outlook for currency relationships.
The manager selects stocks that have growth characteristics such as:

 . leading market position or technological leadership;

 . high return on invested capital;

 . healthy balance sheets with relatively low debt;

 . strong competitive advantage;

 . strength of management; and

 . earnings growth and cash flow sufficient to support growing dividends.

The Fund invests:

 . in at least 3 different countries other than the U.S., and

 . no more than 20% of its assets in emerging market stocks.

Although the Fund may employ foreign currency hedging techniques, the Fund nor-
mally maintains the currency exposure of the underlying equity investments.
The Fund normally invests in 150 to 250 stocks in 15 to 20 countries, with at
least 65% of its assets in securities of non-U.S. entities. The Fund normally
has 10% or less of its assets in cash and cashequivalents.

The Fund also may purchase other types of securities that are not primary
investment vehicles, for example: American Depository Receipts (ADRs), Global
Depository Receipts (GDRs), European Depository Receipts (EDRs), and certain
derivatives (investments whose value is based on indices or other securities).

In abnormal market conditions, the Fund may take temporary defensive measures--
such as holding unusually large amounts of cash and cash equivalents--that are
inconsistent with the Fund's primary investment strategy. In taking those mea-
sures, the Fund may not achieve its investment goal.
--------------------------------------------------------------------------------
SUBADVISER

T. Rowe Price International, Inc.
100 East Pratt Street
Baltimore, Maryland 21202

Managing since 1979
Managed approximately $42 billion in assets at the end of 1999
Managing Fund since June 13, 2000

FUND MANAGERS
Management by Investment Advisory Group overseen by:

David J. L. Warren
-----------------
Portfolio Manager of subadviser
Joined subadvisor in 1983
Began career in 1981

John R. Ford
-----------------
Portfolio Manager of subadviser
Joined subadvisor in 1982
Began career in 1980

James B. M. Seddon
-----------------
Portfolio Manager of subadvisor
Joined subadvisor in 1987
Began career in 1987

Mark Bickford-Smith
-----------------
Portfolio Manager of subadvisor
Joined subadvisor in 1995
Began career in 1985
PAST PERFORMANCE

The graph will show how the fund's total return varies from year to year, while
the table will show performance over time (along with a broad-based market
index for reference). This information may help provide an indication of the
fund's risks and potential rewards. All figures assume dividend reinvestment.
Past performance does not indicate future results. The performance figures
below do not reflect the deduction of fees and charges payable under the
variable contracts. Such fees and charges would cause the investment returns
under the contracts to be less than that shown below.

Year-by-year total returns -- calendar years



                                    [GRAPH]

                             1999           24.19%


Best quarter: up 15.94%, fourth quarter 1999 Worst quarter: down 12.39%, third
quarter 1998

Average annual total returns -- for periods ending 12/31/99(/1/)

<TABLE>
<CAPTION>
               Fund  Index
<S>           <C>    <C>
1 year        24.19% 25.34%
Life of fund  13.48% 19.92%
</TABLE>

Index:MSCI World Index

(1)Began operations on May 1, 1998.


                                                                               7
<PAGE>

MAIN RISKS

Primary
-------

Foreign Risk: The Fund's foreign securities will pose special risks, due to
limited government regulation, lack of public information, economic, political
and social instability and foreign currency rate fluctuations. Factors such as
lack of liquidity, foreign ownership limits and restrictions on removing cur-
rency also pose special risks. All foreign securities have some degree of for-
eign risk. However, to the extent the Fund invests in emerging market coun-
tries,
it will have a significantly higher degree of foreign risk than if it invested
exclusively in developed or newly-industrialized countries.

Market Risk: The value of the securities in the Fund may go down in response
to overall stock or bond market movements. Markets tend to move in cycles,
with periods of rising prices and periods of falling prices. Stocks tend to go
up and down in value more than bonds. If the Fund's investments are concen-
trated in certain sectors, the Fund's performance could be worse than the
overall market.
Manager Risk: The manager and its strategy may fail to produce the intended
results. The Fund could underperform its peers or lose money if the manager's
investment strategy does not perform as expected.

Secondary
---------

Derivatives Risk: Certain derivative instruments (such as options, futures and
swaps) can produce disproportionate gains or losses. They are generally con-
sidered more risky than direct equity investments. Also, in a down market,
derivatives could become harder to value or sell at a fair price.

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

FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding
throughout the period indicated)
The following financial highlights have been audited by Ernst & Young LLP.

<TABLE>
<S>                                                          <C>       <C>
International Opportunities II Fund (Formerly Global Equity
 Fund) -- Period ended December 31;                           1998**      1999
Net asset value, beginning of period                         $ 10.00   $  9.87
Income from investment operations:
 Net investment income (loss)                                   0.07      0.10
 Net realized and unrealized gain (loss) on investments*       (0.13)     2.27
 Total from investment operations                              (0.06)     2.37
Less distributions:
 Distributions from net investment income and capital paid
  in                                                           (0.07)    (0.07)
 Distributions from net realized gain on investments sold        --        --
 Distributions in excess of income, capital paid in & gains      --      (0.04)
 Total distributions                                           (0.07)    (0.11)
Net asset value, end of period                               $  9.87   $ 12.13
Total investment return                                        (0.55)%   24.19%
Ratios and supplemental data
Net assets, end of period (000s omitted)($)                  $15,281   $22,311
Ratio of expenses to average net assets (%)***                  1.15%     1.04%
Ratio of net investment income (loss) to average net assets
 (%)                                                            1.11%     0.96%
Turnover rate (%)                                              33.17%    49.51%
</TABLE>

*    The amount shown may not accord with the change in the aggregate gains
     and losses in the fund securities for the period because of the timing of
     purchases and withdrawals of shares in relation to the fluctuation in
     market values of the fund.
**   Fund began operations May 1, 1998.
***  Expense ratio is net of expense reimbursement. Had such reimbursement not
     been made the expense ratio would have been 2.47% and 1.26% for the years
     ended December 31, 1998, and 1999, respectively.

8
<PAGE>

 .    The table entitled "FUNDS' EXPENSES" in the prospectus for the John Hancock
     Variable Series Trust I dated November 1, 2000 is supplemented with the
     following information:

 .

     The advisory fee paid by the International Opportunities II fund to the
adviser in 1999 was 0.90% of the fund's net assets. The International
Opportunities II fund was formerly the "Global Equity" fund.

 .    The section entitled "DIVIDENDS AND TAXES" in the prospectus for the John
     Hancock Variable Series Trust I dated November 1, 2000 is supplemented
     with the following information:

 .


     The International Opportunities II fund reinvests and declares its
dividends and distributions in the manner described in this section.




 .

 .



                                        9
<PAGE>

                      JOHN HANCOCK LIFE INSURANCE COMPANY

                         SINGLE AND PERIODIC PREMIUM
               DEFERRED AND IMMEDIATE VARIABLE ANNUITY CONTRACTS

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT U

                      STATEMENT OF ADDITIONAL INFORMATION


                               __________________


This statement of additional information ("SAI"), dated November 1, 2000 is not
a prospectus. It is intended that this SAI be read in conjunction with the
prospectus of John Hancock Variable Annuity Account U (the "Account") dated
November 1, 2000, for the contracts being offered. Terms used in this SAI that
are not otherwise defined herein have the same meanings given to them in the
prospectus, unless the context requires otherwise. A copy of the prospectus may
be obtained from the John Hancock Annuity Servicing Office, 529 Main Street (X-
4), Charlestown, Massachusetts 02129, telephone number 1-800-732-5543.

                               TABLE OF CONTENTS


                               _________________



                                                                   PAGE OF SAI
                                                                   -----------

Variations in Charges..........................................         2
Distribution...................................................         2
Calculation of Performance Data................................         2
Other Performance Information..................................         4
Calculation of Annuity Payments................................         4
Additional Information About Determining Unit Values...........         6
Purchases and Redemptions of Fund Shares.......................         7
The Account....................................................         8
Delay of Certain Payments......................................         8
Liability for Telephone Transfers..............................         8
Voting Privileges..............................................         8
Financial Statements...........................................        10


ACCT U (ACC) 5/00
<PAGE>

                             VARIATIONS IN CHARGES


     In the case of a purchase payment for a single premium contract which is
derived from proceeds (maturity benefit, cash surrender values, sums due under
optional methods of settlement and the like) of fixed dollar insurance policies
and annuity contracts issued by John Hancock, the $50 administrative expense
deduction will be waived and all other sales charges will be at one-half the
rate otherwise applicable.  No sales charges will be made from purchase payments
received from any officer or member of the Board of Trustees of the Trust or
from any sales representative of John Hancock who has acted as such for not less
than 90 days.

                                  DISTRIBUTION


     The distribution of the variable annuity contracts through Signator
Investors, Inc. ("Signator") is continuous.  Pursuant to a marketing and
distribution agreement between John Hancock and Signator, the amounts we paid
under that agreement for such services were as follows:

                        YEAR                            AMOUNT PAID TO SIGNATOR
                        ----                            -----------------------
                        1999                           $45,557,806
                        1998                           $32,817,115
                        1997                           $25,035,420

                        CALCULATION OF PERFORMANCE DATA

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

     The Account will calculate the average annual total return for each
variable investment option (other than the Money Market option), according to
the following formula prescribed by the SEC:

                             P x ( 1 + T ) n = ERV

<TABLE>
<CAPTION>
     <S>             <C>
      where          P = a hypothetical initial premium payment of $1,000

                     T = average annual total return
                     n =  number of years
                     ERV = ending redeemable value of a hypothetical
                     $1,000 premium payment, made at the beginning of
                     such period (or fractional portion thereof)
</TABLE>


                                       2

<PAGE>

     Average annual total return is the annual compounded rate of return for a
variable investment option that would have produced the ending redeemable value
over the stated period if the performance remained constant throughout. The
calculation assumes a single $1,000 premium payment made into the variable
investment option at the beginning of the period and full redemption at the end
of the period. It reflects adjustments for all Trust and contract level charges
except any premium tax charge described in the prospectus.  The annual contract
fee under the periodic premium contracts has been included as an annual
percentage of assets.

     On the basis, the following table shows the average total return for each
variable investment option under the periodic premium contracts for the periods
ended December 31, 1999:

<TABLE>
<CAPTION>
                           AVERAGE ANNUALIZED TOTAL RETURNS
                           --------------------------------
                                                                                             DATE OF
VARIABLE INVESTMENT OPTION*               YEAR TO DATE    1 YEAR**   5 YEAR**  10 YEAR**   INCEPTION ***
--------------------------                ------------    ------     ------    -------     ---------
<S>                                       <C>             <C>       <C>        <C>         <C>
Managed...................................    2.60%         2.60%    14.70%     10.80%      11/09/87
Growth & Income...........................    9.30%         9.30%    23.40%     15.70%       1/14/85
Equity Index..............................   13.90%        13.90%       N/A        N/A       4/30/96
Large Cap Value...........................   -2.90%        -2.90%       N/A        N/A       4/30/96
Large Cap Growth..........................   16.70%        16.70%    26.10%     17.40%      11/24/87
Mid Cap Value.............................   -0.80%        -0.80%       N/A        N/A       4/30/96
Mid Cap Growth............................  105.30%       105.30%       N/A        N/A       4/30/96
Real Estate Equity........................   -7.50%        -7.50%     5.30%      6.00%       2/01/89
Small/Mid Cap Growth......................   -1.10%        -1.10%    13.00%        N/A       9/23/94
Small/Mid Cap CORE........................   13.40%        13.40%       N/A        N/A      11/30/98
Small Cap Equity..........................   -9.20%        -9.20%       N/A        N/A       4/30/96
Small Cap Growth..........................   60.30%        60.30%       N/A        N/A       4/30/96
Global Equity ............................   16.80%        16.80%       N/A        N/A      11/30/98
Global Balanced...........................   -1.10%        -1.10%       N/A        N/A       4/30/96
International Equity Index................   23.10%        23.10%     9.90%      7.70%       2/01/89
International Opportunities...............   26.00%        26.00%       N/A        N/A       4/30/96
Emerging Markets Equity...................   70.60%        70.60%       N/A        N/A      11/30/98
Short-Term Bond...........................   -3.20%        -3.20%     3.90%        N/A       9/23/94
Bond Index................................   -8.40%        -8.40%       N/A        N/A      11/30/98
Active Bond...............................   -6.80%        -6.80%     5.80%      6.30%       1/14/85
Global Bond...............................   -8.00%        -8.00%       N/A        N/A       4/30/96
High Yield Bond...........................   -1.10%        -1.10%       N/A        N/A      11/30/98
Money Market..............................   -1.20%        -1.20%     3.30%      3.60%       1/14/85

</TABLE>



*    Absent expense reimbursements to certain funds, total return figures for
     the related variable investment options would have been lower.

**   or since inception of the applicable fund or its predecessor.


***  of the fund or its predecessor.
<PAGE>

     The Account will calculate current yield for each variable investment
option (other than the Money Market option) according to the following formula
prescribed by the SEC:
LOGO

                         Yield = 2[(a-b + 1)/6/ - 1]
                                    ---
                                     cd

<TABLE>
<CAPTION>
<S>      <C>
where:   a = net investment income earned during the period by the Fund whose shares are owned by the
         variable investment option
         b = expenses accrued for the period (net of any reimbursements)
         c = the average daily number of accumulation units outstanding during the period
         d = the offering price per accumulation unit on the last day of the period
</TABLE>

     According to this formula, yield is determined by dividing the net
investment income per accumulation unit earned during the period (minus the
deduction for mortality and expense risk charge, administrative sales charge and
annual contract fee) by the accumulation unit value on the last day of the
period and annualizing the resulting figure.  The calculation is based on
specified 30-day periods identified in the advertisement.  Neither the sales
charge nor any charges for premium taxes are reflected in the calculation.

     The Account may calculate current yield and effective yield figures for the
Money Market option. The current yield of the Money Market option for a
seven-day period ("base period") will be computed by determining the "net change
in value" (calculated as set forth below) of a hypothetical owner account having
a balance of one unit at the beginning of the period, dividing the net change in
account value by the value of the account at the beginning of the base period to
obtain the base period return, and multiplying the base period return by 365/7,
with the resulting yield figure carried to the nearest hundredth of one percent.
Net changes in value of the hypothetical owner account will include net
investment income of that account (accrued daily dividends as declared by the
Money Market Fund, less daily expenses of the Account) for the period, but will
not include realized gains or losses or unrealized appreciation or depreciation
on the underlying Money Market Fund shares. The mortality and expense risk
charges, administrative services charge and annual contract fee are reflected,
but the sales charge is not.

     The effective yield reflects the effects of compounding and represents an
annualization of the current return.  The formula for effective yield, as
prescribed by the SEC, is:

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


     For the 7-day period ending December 31, 1999, the Money Market option's
current yield was 4.74 % and its effective yield was 4.86 %.

                         OTHER PERFORMANCE INFORMATION


     You can compare performance information at the Account level to other
variable annuity separate accounts or other investment products surveyed by
Lipper Analytical Services, Inc., an independent service that monitors and ranks
the performance of investment companies, or tracked by other rating services,
companies, publications, or persons who independently monitor and rank
investment company performance.   Such performance figures are calculated in
accordance with standardized methods established by each reporting service.

                        CALCULATION OF ANNUITY PAYMENTS


CALCULATION OF ANNUITY UNITS


     We use a measuring device called an "annuity unit" to help us compute the
amount of each monthly payment that is based on a variable investment option.
 Each variable investment option has its own annuity unit with its own annuity
unit value.

                                       4

<PAGE>

     The number of the contract's annuity units for each variable investment
option normally doesn't change while the payee continues to receive payments,
unless the payee makes a transfer from one variable investment option to
another.  The amount of each monthly annuity payment based on a variable
investment option equals the number of the contract's annuity units in that
option times the value of one such unit as of the tenth day preceding the
payment's due date.

     To compute the amount of the first annuity payment that is based on any
variable investment option, we first determine the amount of your contract's
value that we will apply to that variable option.  For a deferred annuity
contract, we do this as of 10 calendar days prior to the date the initial
monthly annuity payment is due, in the manner described  under "The annuity
period."  For an immediate annuity contract, we do this as of the date of
issuance, which will be the later of (a) the date of approval by John Hancock of
the application for the contract and (b) the date of receipt of the premium
payment at the John Hancock Annuity Servicing Office.

     For each variable investment option, we THEN divide:

                      -----------------------------------
                         the resulting value (minus any
                              premium tax charge)

                                       by

                                     $1,000
                      -----------------------------------

  and multiply the result by

                      ---------------------------------------
                       the applicable annuity purchase rate
                       set forth in the contract and
                       reflecting

                       (1) the age and, possibly, sex of the
                       payee and

                       (2) the assumed investment rate
                       (discussed below)
                      ---------------------------------------

This computation determines the amount of initial monthly variable annuity
payment to the annuitant from each variable investment option.

We then determine the number of annuity units to be credited to the contract
from each of such variable investment options by dividing:

                      ----------------------------------------------------------
                       the amount of the initial monthly variable annuity
                       payment from that variable annuity option

                                                   BY

                       the annuity unit value of that variable investment option
                       as of 10 calendar days prior to the date the initial
                       payment is due  (or, in the case of an immediate annuity
                       contract, as of the date of issuance).
                      ----------------------------------------------------------

      For example, assume that 10 days before the date of maturity, a contract
has credited to it 4000.000 accumulation units, each having a value of
$12.000000.  Assume, further, that the appropriate annuity purchase rate

                                       5
<PAGE>

in the contract for an assumed investment rate of 3 1/2% is $6.35 per $1000 of
proceeds for the annuity option elected.  The first monthly annuity payment
would be $304.80.
LOGO

                         4000.000 x 12.000000 x 6.35
                         ---------------------------
                                   1,000

     If the value of an annuity unit 10 days before the date of maturity was
$1.4000000, the number of annuity units represented by the first and subsequent
payments would be 217.714 ($304.80/$1.4000000). If the annuity unit value 10
days before the due date of the second monthly payment was $1.405000, the amount
of the second payment would be $305.89 (217.714 x $1.405000).

ANNUITY UNIT VALUES


     The value of the annuity units varies from day to day, depending on the
investment performance of the variable investment option, the deductions made
against the variable investment option, and the assumed investment rate used in
computing annuity unit values.  Thus, the variable monthly annuity payments vary
in amount from month to month.

     We calculate annuity unit value separately for each variable investment
option.  As of the close of each business day, we calculate the value of one
annuity unit by

(1)  multiplying the immediately preceding annuity unit value by the sum of one
     plus the applicable net investment rate for the period subsequent to such
     preceding value and then

(2)  multiplying this product by an adjustment factor to neutralize the assumed
     investment rate used in determining the amounts of annuity payable. If your
     contract has an assumed investment rate of 3 1/2 % per year, the adjustment
     factor for a valuation period of one day would be 0.99990575. We neutralize
     the assumed investment rate by applying the adjustment factor so that the
     variable annuity payments will increase only if the actual net investment
     rate of the variable investment option exceeds 3 1/2 % per year and will
     decrease only if is less than 3 1/2 % per year.

     The amount of the initial variable monthly payment is determined on the
assumption that the actual net investment rate of each variable investment
option used in calculating the "net investment factor" (described below) will be
equal on an annual basis to the "assumed investment rate" (described under "The
annuity period - variable monthly annuity payments" in the prospectus).  If the
actual net investment rate between the dates for determining two monthly annuity
payments is greater than the assumed investment rate, the latter monthly payment
will be larger in amount than the former. On the other hand, if the actual net
investment rate between the dates for determining two monthly annuity payments
is less than the assumed investment rate, the latter monthly payment will be
smaller in amount than the former.

MORTALITY TABLES


     The mortality table used as a basis for annuity purchase rates is the 1971
and 1983a Individual Annuity Mortality Table, with five-year set back for
females and with certain age adjustments based on the calendar year of birth.
 The mortality rate used in a contract purchased in connection with certain
employer-related plans and used in all contracts issued in Montana will be the
female rate.  The impact of this change will be lower benefits (5% to 15%) from
a male's viewpoint than would otherwise be the case.

              ADDITIONAL INFORMATION ABOUT DETERMINING UNIT VALUES


     The general manner in which we compute annuity unit values is discussed
above.  Like annuity unit values, we calculate accumulation unit values
separately for each variable investment option.  As of the close of each
business day, we calculate the value of one accumulation unit of a variable
investment option by multiplying the

                                       6

<PAGE>

immediately preceding accumulation unit value by the sum of one plus the
applicable "net investment rate" for the period subsequent to such preceding
value.  See "Net investment rate" below.

NET INVESTMENT RATE


     For any period, the net investment rate for a variable investment option
equals

(1)  the percentage total investment return of the corresponding Fund for that
     period (assuming reinvestment of all dividends and other distributions from
     the Fund), less

(2)  for each calendar day in the period, a deduction of 0.002740% (the charges
     for mortality and expense risks and administrative services) of the value
     of the variable investment option at the beginning of the period, and less

(3)  a further adjustment in an appropriate amount if we ever elect to impose a
     charge for our income taxes.

ADJUSTMENT OF UNITS AND VALUES


     We reserve the right to change the number and value of the accumulation
units and/or annuity units credited to your contract, without notice, provided
that strict equity is preserved and the change does not otherwise affect the
benefits, provisions, or investment return of your contract.

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


     Assume at the beginning of the period being considered, the value of a
particular variable investment option was $4,000,000. Investment income during
the period totaled $2000, while capital gains were $3000 and capital losses were
$1000.  Assume also that we are not imposing any tax charge.  Charges against
the beginning value of the variable investment option amount to $109.60 assuming
a one day period.  The $109.60 was computed by multiplying the beginning value
of $4,000,000 by the factor 0.00002740. By substituting in the first formula
above, the net investment rate is equal to $3890.40 ($2000 + $3000 - $1000
-$109.60) divided by $4,000,000 or 0.0009726.

     Assume further that each accumulation unit had a value of $11.250000 on the
previous business day, and the value of an annuity unit on such previous date
was $1.0850000. Based upon the experience of the variable investment option
during the period, the value of an accumulation unit at the end of the period
would be [$11.250000 x (1 + .0009726)] or $11.260942.  The value of an annuity
unit at the end of the period would be [$1.0850000 x (1 + .00096726) x
 .99990575] or $1.0859529.  The final figure, .99990575, neutralizes the effect
of a 3 1/2% assumed investment rate so that the annuity unit's change in value
reflects only the actual investment experience of the variable investment
option.

                    PURCHASES AND REDEMPTIONS OF FUND SHARES


     John Hancock purchases and redeems fund shares for the Account at their net
asset value without any sales or redemption charges.  Each available fund issues
its own separate series of fund shares.  Each such series represents an interest
in one of the funds of the Trusts, which corresponds to one of our variable
investment options.  Any dividend or capital gains distributions received by the
Account will be reinvested in shares of that same fund at their net asset value
as of the dates paid.

     On each business day, the account purchases and redeems shares of each fund
for each variable investment option based on, among other things, the amount of
premium payments allocated to that option, dividends reinvested, and transfers
to, from and among investment options, all to be effected as of that date. Such
purchases and redemptions are effective at the net asset value per Trust share
for each fund determined on that same date.

                                       7
<PAGE>

                                  THE ACCOUNT


     In addition to the assets attributable to contracts, the Account includes
assets derived from charges made by and, possibly, funds contributed by John
Hancock to commence operations of the variable investment option.  From time to
time these additional amounts may be transferred in cash by us to our general
account.  Before any such transfer, we will consider any possible adverse impact
transfer might have on any variable investment option.  The assets of one
variable investment option are not necessarily legally insulated from
liabilities associated with another variable investment option.

                           DELAY OF CERTAIN PAYMENTS


     Ordinarily, upon a surrender or partial withdrawal, we will pay the value
of any accumulation units in a single sum within 7 days after receipt of a
written request at our Annuity Servicing Office.  However, redemption may be
suspended and payment may be postponed under the following conditions:

(1)  when the New York Stock Exchange is closed, other than customary weekend
     and holiday closings;

(2)  when trading on that Exchange is restricted;

(3)  when an emergency exists as a result of which (a) disposal of securities in
     a variable investment option is not reasonably practicable or (b) it is not
     reasonably practicable to determine the value of the net assets of a
     variable investment option;  or

(4)  when a governmental body having jurisdiction over the Account by order
     permits such suspension.

Rules and regulations of the SEC, if any are applicable, will govern as to
whether conditions in (2) or (3) exist.

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

     We may also defer payment of surrender proceeds payable out of any
guarantee period for a period of up to 6 months.

                       LIABILITY FOR TELEPHONE TRANSFERS


     If you authorize telephone transfers, you will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone or fax
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 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.

                               VOTING PRIVILEGES


     Here's the formula we use to determine the number of fund shares as to
which you may give instructions:

                                       8

<PAGE>

                      ----------------------------------------
                       the total value of your accumulation
                       units value in a variable investment
                       option

                                    divided by

                       the net asset value of 1 share of the
                       corresponding fund
                      ----------------------------------------


     At a shareholders' meeting, you may give instructions regarding:

 .    the election of a Board of Trustees,

 .    the ratification of the selection of independent auditors,

 .    the approval of a Trust's investment management agreements,

 .    and other matters requiring a vote under the 1940 Act.

     The annuitant or other payee will also be entitled to give voting
instructions with respect to the fund shares corresponding to any variable
investment option under which variable annuity payments are then being made.  We
determine the number of fund shares for which the payee can give instructions by
dividing the actuarially determined present value of the payee's annuity units
that correspond to that fund by the net asset value of one share of that fund.

     We will furnish you information and forms so that you may give voting
instructions.

     We may own Fund shares that we do not hold in any separate account whose
participants are entitled to give voting instructions.  We will vote such shares
in proportion to the instructions we receive from all variable annuity contract
and variable life insurance policy owners who give us instructions for that
fund's shares (including owners who participate in separate accounts other than
the Account).

     We have designed your voting privileges based upon our understanding of the
requirements of the federal securities laws.  If the applicable laws,
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.

                                       9

<PAGE>

               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Directors and Policyholders
John Hancock Mutual Life Insurance Company

     We have audited the accompanying statutory-basis statements of financial
position of John Hancock Mutual Life Insurance Company as of December 31, 1999
and 1998, and the related statutory-basis statements of operations and changes
in policyholders' contingency reserves and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
our responsibility is to express an opinion on these financial statements based
on our audit.

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

     As described in Note 1 to the financial statements, the Company presents
its financial statements in conformity with accounting practices prescribed or
permitted by the Commonwealth of Massachusetts Division of Insurance, which
practices differ from accounting principles generally accepted in the United
States. The variances between such practices and accounting principles generally
accepted in the United States also are described in Note 1. The effects on the
financial statements of these variances are not reasonably determinable but are
presumed to be material.

    In our opinion, because of the effects of the matter described in the
preceding paragraph, the financial statements referred to above do not present
fairly, in conformity with accounting principles generally accepted in the
United States, the financial position of John Hancock Mutual Life Insurance
Company at December 31, 1999 and 1998 or the results of its operations or its
cash flows for the years then ended.

     However, in our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of John Hancock Mutual
Life Insurance Company at December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting practices prescribed or permitted by the Commonwealth of
Massachusetts Division of Insurance.


                                                               ERNST & YOUNG LLP

Boston, Massachusetts
March 10, 2000

                                       10

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION


<TABLE>
<CAPTION>
                                                         December 31
                                                    -----------------------
                                                       1999         1998
                                                    ----------  -----------
                                                        (in millions)
<S>                                                 <C>         <C>
ASSETS
Bonds--Note 6 . . . . . . . . . . . . . . . . . .   $26,188.1    $23,353.0
Stocks:
  Preferred . . . . . . . . . . . . . . . . . . .       926.6        844.7
  Common  . . . . . . . . . . . . . . . . . . . .       458.4        269.3
  Investments in affiliates . . . . . . . . . . .     1,465.8      1,520.3
                                                    ---------    ---------
                                                      2,850.8      2,634.3
Mortgage loans on real estate--Note 6 . . . . . .     9,165.9      8,223.7
Real estate:
  Company occupied  . . . . . . . . . . . . . . .       366.6        372.2
  Investment properties . . . . . . . . . . . . .       501.7      1,472.1
                                                    ---------    ---------
                                                        868.3      1,844.3
Policy loans  . . . . . . . . . . . . . . . . . .     1,577.8      1,573.8
Cash items:
  Cash in banks and offices . . . . . . . . . . .       292.6        241.5
  Temporary cash investments  . . . . . . . . . .       868.0      1,107.4
                                                    ---------    ---------
                                                      1,160.6      1,348.9
Premiums due and deferred . . . . . . . . . . . .       234.8        253.4
Investment income due and accrued . . . . . . . .       574.8        527.5
Other general account assets  . . . . . . . . . .     1,364.7      1,156.6
Assets held in separate accounts  . . . . . . . .    16,746.0     17,447.0
                                                    ---------    ---------
TOTAL ASSETS  . . . . . . . . . . . . . . . . . .   $60,731.8    $58,362.5
                                                    =========    =========
</TABLE>




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

                                       11

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION


<TABLE>
<CAPTION>
                                                             December 31
                                                       -----------------------
                                                         1999          1998
                                                       ----------  -----------
                                                          (in millions)
<S>                                                    <C>         <C>
OBLIGATIONS AND POLICYHOLDERS' CONTINGENCY RESERVES
OBLIGATIONS
  Policy reserves  . . . . . . . . . . . . . . . . .   $20,574.1    $19,804.8
  Policyholders' and beneficiaries' funds  . . . . .    16,128.3     14,216.9
  Dividends payable to policyholders . . . . . . . .       464.8        449.1
  Policy benefits in process of payment  . . . . . .       132.3        111.4
  Other policy obligations . . . . . . . . . . . . .       304.7        322.6
  Asset valuation reserve--Note 1  . . . . . . . . .     1,242.9      1,289.6
  Federal income and other accrued Taxes--Note 1 . .       (12.1)       211.5
  Other general account obligations  . . . . . . . .     1,695.0      1,109.3
  Obligations related to separate accounts . . . . .    16,745.1     17,458.6
                                                       ---------    ---------
TOTAL OBLIGATIONS  . . . . . . . . . . . . . . . . .    57,275.1     54,973.8
POLICYHOLDERS' CONTINGENCY RESERVES
  Surplus note--Note 2 . . . . . . . . . . . . . . .       450.0        450.0
  Special contingency reserve for group insurance. .       153.4        160.0
  General contingency reserve  . . . . . . . . . . .     2,853.3      2,778.7
                                                       ---------    ---------
TOTAL POLICYHOLDERS' CONTINGENCY RESERVES  . . . . .     3,456.7      3,388.7
                                                       ---------    ---------
TOTAL OBLIGATIONS AND POLICYHOLDERS' CONTINGENCY
 RESERVES. . . . . . . . . . . . . . . . . . . . . .   $60,731.8    $58,362.5
                                                       =========    =========
</TABLE>




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

                                       12

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF OPERATIONS AND CHANGES IN POLICYHOLDERS'
CONTINGENCY RESERVES


<TABLE>
<CAPTION>
                                                        Year ended December 31
                                                       ------------------------
                                                          1999          1998
                                                       -----------  -----------
                                                            (In millions)
<S>                                                    <C>          <C>
INCOME
  Premiums, annuity considerations and pension
    fund contributions . . . . . . . . . . . . . .     $ 9,622.9     $ 8,844.0
  Net investment income--Note 4  . . . . . . . . .       3,033.4       2,956.2
  Other, net . . . . . . . . . . . . . . . . . . .         241.9         233.8
                                                       ---------     ---------
                                                        12,898.2      12,034.0
BENEFITS AND EXPENSES
  Payments to policyholders and beneficiaries:
     Death benefits  . . . . . . . . . . . . . . .         675.6         582.9
     Accident and health benefits  . . . . . . . .          94.4          76.9
     Annuity benefits  . . . . . . . . . . . . . .       1,734.3       1,612.4
     Surrender benefits and annuity fund
      withdrawals. . . . . . . . . . . . . . . . .       7,410.6       6,712.4
     Matured endowments  . . . . . . . . . . . . .          18.6          20.7
                                                       ---------     ---------
                                                         9,933.5       9,005.3
  Additions to reserves to provide for future
    payments to policyholders and beneficiaries. .       1,238.9       1,106.7
  Expenses of providing service to policyholders
    and obtaining new insurance:
     Field sales compensation and expenses . . . .         248.8         290.7
     Home office and general expenses  . . . . . .         717.8         529.0
  Payroll, state premium and miscellaneous taxes .          48.9          52.0
                                                       ---------     ---------
                                                        12,187.9      10,983.7
                                                       ---------     ---------
        GAIN FROM OPERATIONS BEFORE DIVIDENDS TO
         POLICYHOLDERS, FEDERAL INCOME TAXES AND
         NET REALIZED CAPITAL GAINS  . . . . . . .         710.3       1,050.3
Dividends to policyholders . . . . . . . . . . . .         461.1         446.0
Federal income tax credit--Note 1  . . . . . . . .        (216.9)         (2.8)
                                                       ---------     ---------
                                                           244.2         443.2
                                                       ---------     ---------
        GAIN FROM OPERATIONS BEFORE NET REALIZED
         CAPITAL GAINS . . . . . . . . . . . . . .         466.1         607.1
Net realized capital gains--Note 5 . . . . . . . .          29.0           0.7
                                                       ---------     ---------
        NET INCOME . . . . . . . . . . . . . . . .         495.1         607.8
Other increases/(decreases) in policyholders'
 contingency reserves:
  Net unrealized capital losses and other
    adjustments--Note 5  . . . . . . . . . . . . .        (147.0)       (214.5)
  Prior years' federal income taxes  . . . . . . .         (21.9)        (25.5)
  Other reserves and adjustments, net--Notes 1, 7
    and 13 . . . . . . . . . . . . . . . . . . . .        (258.2)       (136.9)
                                                       ---------     ---------
        NET INCREASE IN POLICYHOLDERS' CONTINGENCY
         RESERVES. . . . . . . . . . . . . . . . .          68.0         230.9
Policyholders' contingency reserves at beginning
 of year . . . . . . . . . . . . . . . . . . . . .       3,388.7       3,157.8
                                                       ---------     ---------
POLICYHOLDERS' CONTINGENCY RESERVES AT END OF YEAR     $ 3,456.7     $ 3,388.7
                                                       =========     =========
</TABLE>


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

                                       13


<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                        Year ended December 31
                                                       ------------------------
                                                          1999          1998
                                                       -----------  -----------
                                                            (In millions)
<S>                                                    <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Insurance premiums, annuity considerations and
    deposits . . . . . . . . . . . . . . . . . . . . . $  9,816.6    $  8,945.5
  Net investment income  . . . . . . . . . . . . . . .    2,966.1       2,952.8
  Benefits to policyholders and beneficiaries  . . . .  (10,047.9)     (9,190.4)
  Dividends paid to policyholders  . . . . . . . . . .     (445.4)       (396.6)
  Insurance expenses and taxes . . . . . . . . . . . .   (1,015.3)       (874.4)
  Net transfers from separate accounts . . . . . . . .    1,436.6         131.1
  Other, net . . . . . . . . . . . . . . . . . . . . .     (264.2)       (181.7)
                                                       ----------    ----------
     NET CASH PROVIDED FROM OPERATIONS . . . . . . . .    2,446.5       1,386.3
                                                       ----------    ----------
CASH FLOWS USED IN INVESTING ACTIVITIES:
  Bond purchases . . . . . . . . . . . . . . . . . . .  (15,946.3)    (12,403.6)
  Bond sales . . . . . . . . . . . . . . . . . . . . .   10,098.5       8,447.8
  Bond maturities and scheduled redemptions  . . . . .    2,443.9       2,537.7
  Bond prepayments . . . . . . . . . . . . . . . . . .      644.9       1,202.7
  Stock purchases  . . . . . . . . . . . . . . . . . .   (2,546.2)       (623.2)
  Proceeds from stock sales  . . . . . . . . . . . . .    2,174.0         378.4
  Real estate purchases  . . . . . . . . . . . . . . .     (188.7)       (147.6)
  Real estate sales  . . . . . . . . . . . . . . . . .    1,258.4         630.5
  Other invested assets purchases  . . . . . . . . . .     (127.9)       (185.3)
  Proceeds from the sale of other invested assets. . .      358.4         120.5
  Mortgage loans issued  . . . . . . . . . . . . . . .   (2,254.2)     (1,978.5)
  Mortgage loan repayments . . . . . . . . . . . . . .    1,267.3       1,575.6
  Other, net . . . . . . . . . . . . . . . . . . . . .      183.1         (38.6)
                                                       ----------    ----------
     NET CASH USED IN INVESTING ACTIVITIES . . . . . .   (2,634.8)       (483.6)
                                                       ----------    ----------
CASH FLOWS USED IN FINANCING ACTIVITIES:
  Net decrease in short-term note payable  . . . . . .        0.0         (75.0)
  Repayment of REMIC notes payable . . . . . . . . . .        0.0        (203.6)
                                                       ----------    ----------
     NET CASH USED IN FINANCING ACTIVITIES . . . . . .        0.0        (278.6)
                                                       ----------    ----------
(DECREASE) INCREASE IN CASH AND TEMPORARY CASH
 INVESTMENTS . . . . . . . . . . . . . . . . . . . . .     (188.3)        624.1
Cash and temporary cash investments at beginning
 of year . . . . . . . . . . . . . . . . . . . . . . .    1,348.9         724.8
                                                       ----------    ----------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR . . $  1,160.6    $  1,348.9
                                                       ==========    ==========
</TABLE>




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

                                       14

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES

John Hancock Mutual Life Insurance Company (the Company) provides a broad range
of financial services and insurance products. Pursuant to a Plan of
Reorganization, effective February 1, 2000, the Company converted from a mutual
life insurance company to a stock life insurance company and became a wholly
owned subsidiary of John Hancock Financial Services, Inc., which is a holding
company. See Note 15--Subsequent Events.

The Company offers financial products in two major groups: (i) its retail
business, which offers protection and asset gathering products primarily to
retail consumers; and (ii) the investment and pension business, which offers
guaranteed and structured financial products primarily to institutional
customers. In addition, there is a corporate business unit. The Company's
reportable business units are strategic business units offering different
products and services. The reportable business units are managed separately, as
they focus on different products, markets or distribution channels.

In the Retail-Protection business unit, the Company offers a variety of
individual life insurance and individual and group long-term care insurance
products, including participating whole life, term life, and retail and group
long-term care insurance. Products are distributed through multiple distribution
channels, including insurance agents and brokers and alternative distribution
channels that include banks, financial planners, direct marketing and the
Internet.

In the Retail-Asset Gathering business unit, the Company offers individual
annuities, consisting of fixed deferred annuities, fixed immediate annuities,
single premium immediate annuities, and variable annuities. This business unit
distributes its products through distribution channels including insurance
agents and brokers affiliated with the Company, securities brokerage firms,
financial planners, and banks.

In the Investment and Pension business unit, the Company offers a variety of
retirement products to qualified defined benefit plans, defined contribution
plans and non-qualified buyers. The Company's products include guaranteed
investment contracts, funding agreements, single premium annuities, and general
account participating annuities and fund type products. These contracts provide
non-guaranteed, partially guaranteed, and fully guaranteed investment options
through general and separate account products. The business unit distributes its
products through a combination of dedicated regional representatives, pension
consultants and investment professionals.

The Corporate business unit primarily consists of certain corporate operations
and businesses that are either disposed or in run-off. Corporate operations
primarily include certain financing activities, income on capital not
specifically allocated to the business units and certain non-recurring expenses
not allocated to the business units. The disposed businesses primarily consist
of group health operations.

The Company established a "corporate account" as part of the Corporate business
unit to facilitate the capital management process. The corporate account
contains capital not allocated to support the operations of the Company's
business units.

Late in the fourth quarter of 1999, the Company transferred certain assets from
the business units to the corporate account. These assets include investments in
certain subsidiaries and the home office real estate complex (collectively
referred to as "corporate purpose assets"). Historically, the Company has
allocated the investment performance or other earnings of corporate purpose
assets among all of the business units. However, subsequent to the conversion to
a stock life insurance company, the Company will centrally manage the
performance of corporate purpose assets through the corporate account.

The asset transfer directly affected certain group pension participating
contractholders because those contracts have participating features under which
crediting rates and dividends are affected directly by portfolio earnings.
Certain

                                      15
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

participating contractholders participate in contract experience related to net
investment income and realized capital gains and losses in the general account.
These participating contractholders were compensated for transferred assets
based on the fair value of the assets transferred, which amounted to $771.7
million. These participating contractholders were credited with their portion of
the difference between the fair value and carrying value of the assets
transferred through the crediting rates and dividends on their contracts. The
after-tax amount of the transfer was $170.8 million which was charged directly
to policyholders' contingency reserve.

The Company is domiciled in the Commonwealth of Massachusetts and licensed in
all fifty of the United States, the District of Columbia, Puerto Rico, Guam, the
US Virgin Islands, and Canada.

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

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

The significant differences from GAAP include: (1) policy acquisition costs are
charged to expense as incurred rather than deferred and amortized over the
related premium-paying period or future estimated gross profits or gross
margins; (2) policy reserves are based on statutory mortality, morbidity, and
interest requirements without consideration of withdrawals and Company
experience; (3) certain assets designated as "nonadmitted assets" are excluded
from the balance sheet by direct charges to surplus; (4) reinsurance
recoverables are netted against reserves and claim liabilities rather than
reflected as an asset; (5) bonds held as available for sale are recorded at
amortized cost or market value as determined by the NAIC rather than at fair
value; (6) an Asset Valuation Reserve and Interest Maintenance Reserve as
prescribed by the NAIC are not calculated under GAAP. Under GAAP, realized
capital gains and losses are reported in the income statement on a pretax basis
as incurred and investment valuation allowances are provided when there has been
a decline in value deemed other than temporary; (7) investments in affiliates
are carried at their net equity value with changes in value being recorded
directly to policyholders' contingency reserves rather than consolidated in the
financial statements; (8) no provision is made for the deferred income tax
effects of temporary differences between book and tax basis reporting; (9)
certain items, including modifications to required policy reserves resulting
from changes in actuarial assumptions are recorded directly to policyholders'
contingency reserves rather than being reflected in income; and (10) surplus
notes are reported as surplus rather than as liabilities. The effects of the
foregoing variances from GAAP have not been determined, but are presumed to be
material.

The significant accounting practices of the Company are as follows:

Pending Statutory Standards: During March 1998, the NAIC adopted codified
statutory accounting principles ("Codification") effective January 1, 2001.
Codification will likely change, to some extent, prescribed statutory accounting
practices and may result in changes to the accounting practices that the Company
uses to prepare its statutory-basis financial statements. Codification will
require adoption by the various states before it becomes the prescribed
statutory basis of accounting for insurance companies domesticated within those
states. Accordingly, before Codification becomes effective for the Company, the
Commonwealth of Massachusetts must adopt Codification as the prescribed basis of
accounting on which domestic insurers must report their statutory-basis results
to the Division of Insurance. At this time, it is anticipated that the
Commonwealth of Massachusetts will

                                       16

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

adopt Codification effective January 1, 2001. The impact of any such changes on
the Company's statutory surplus is not expected to be material.

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

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

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

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

  Investments in affiliates are included on the statutory equity method.

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

  The net interest effect of interest rate and currency rate swap transactions
  is recorded as an adjustment of interest income as incurred. The initial cost
  of interest rate cap and floor agreements is amortized to net investment
  income over the life of the related agreement. Gains and losses on financial
  futures contracts used as hedges against interest rate fluctuations are
  deferred and recognized in income over the period being hedged. Net premiums
  related to equity collar positions are amortized into income on a
  straight-line basis over the term of the collars. The collars are carried at
  fair value, with changes in fair value reflected directly in policyholders'
  contingency reserves.

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

  Investment and company-occupied real estate is carried at depreciated cost,
  less encumbrances. Depreciation on investment and company-occupied real estate
  is recorded on a straight-line basis. During 1998, the Company made a
  strategic decision to sell the majority of its commercial real estate
  portfolio. Properties with a book value of $1,057.3 million and $533.8 million
  were sold in 1999 and 1998, respectively, and an additional $125.3 million of
  real estate is expected to be sold in 2000. Net gains on the properties sold
  amounted to $140.8 million and $64.3 million in 1999 and 1998, respectively.
  Those properties to be sold subsequent to December 31, 1999 are carried at the
  lower of depreciated cost at the date a determination to sell was made or fair
  value. Accumulated depreciation amounted to $254.4 million and $370.0 million
  at December 31, 1999 and 1998, respectively.

  Real estate acquired in satisfaction of debt and real estate held for sale,
  which are classified with investment properties, are carried at the lower of
  cost or fair value.

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

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

                                       17

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

Asset Valuation and Interest Maintenance Reserves: The Asset Valuation Reserve
(AVR) is computed in accordance with the prescribed NAIC formula and represents
a provision for possible fluctuations in the value of bonds, equity securities,
mortgage loans, real estate and other invested assets. The Company historically
makes additional contributions to the AVR in excess of the required amounts to
account for potential losses and risks in the investment portfolio when the
Company believes such provisions are prudent. In connection with the Company's
plans to dispose of certain real estate holdings, during 1998, an additional
contribution was recorded that resulted in the AVR exceeding the prescribed
maximum reserve level by $48.0 million and $111.3 million at December 31, 1999
and 1998, respectively. The Company received permission from the Massachusetts
Division of Insurance to record its AVR in excess of the prescribed maximum
reserve level. Changes to the AVR are charged or credited directly to
policyholders' contingency reserves.

The Company also records the NAIC prescribed Interest Maintenance Reserve (IMR)
that represents that portion of the after tax net accumulated unamortized
realized capital gains and losses on sales of fixed income securities,
principally bonds and mortgage loans, attributable to changes in the general
level of interest rates. Such gains and losses are deferred and amortized into
income over the remaining expected lives of the investments sold. At December
31, 1999, the IMR, net of 1999 amortization of $51.4 million, amounted to $261.7
million that is included in other policy obligations. The corresponding 1998
amounts were $34.9 million and $261.6 million, respectively.

Property and Equipment: Data processing equipment, which amounted to $29.2
million in 1999 and $31.4 million in 1998 and is included in other general
account assets, is reported at depreciated cost, with depreciation recorded on a
straight-line basis. Non-admitted furniture and equipment also is depreciated on
a straight-line basis. The useful lives of these assets range from three to
twenty years. Depreciation expense was $19.7 million in 1999 and $20.1 million
in 1998.

Separate Accounts: Separate account assets and liabilities reported in the
accompanying statements of financial position represent funds that are
separately administered, principally for annuity contracts and variable life
insurance policies, and for which the contractholder, rather than the Company,
generally bears the investment risk. Separate account obligations are intended
to be satisfied from separate account assets and not from assets of the general
account. Separate accounts generally are reported at fair value. The operations
of the separate accounts are not included in the statement of operations;
however, income earned on amounts initially invested by the Company in the
formation of new separate accounts is included in other income.

Fair Value Disclosure of Financial Instruments: Statement of Financial
Accounting Standards (SFAS) No. 107, "Disclosure about Fair Value of Financial
Instruments,'' requires disclosure of fair value information about certain
financial instruments, whether or not recognized in the statement of financial
position, for which it is practicable to estimate the value. In situations where
quoted market prices are not available, fair values are based on estimates using
present value or other valuation techniques. SFAS No. 107 excludes certain
financial instruments and all nonfinancial instruments from its disclosure
requirements. Therefore, the aggregate fair value amounts presented do not
represent the underlying value of the Company. See Note 14.

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

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

  Fair values for public bonds are obtained from an independent pricing service.
  Fair values for private placement securities and publicly traded bonds not
  provided by the independent pricing service are estimated

                                       18

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

  by the Company by discounting expected future cash flows using current market
  rates applicable to the yield, credit quality and maturity of the investments.

  The fair values for common and preferred stocks, other than subsidiary
  investments, which are carried at equity values, are based on quoted market
  prices.

  The fair value for mortgage loans is estimated using discounted cash flow
  analyses using interest rates adjusted to reflect the credit characteristics
  of the underlying loans. Mortgage loans with similar characteristics and
  credit risks are aggregated into qualitative categories for purposes of the
  fair value calculations.

  The carrying amounts in the statement of financial position for policy loans
  approximate their fair values.

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

  The fair value for outstanding commitments to purchase long-term bonds and
  issue real estate mortgages is estimated using a discounted cash flow method
  incorporating adjustments for the difference in the level of interest rates
  between the dates the commitments were made and December 31, 1999. The fair
  value for commitments to purchase other invested assets approximates the
  amount of the initial commitment.

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

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

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

Policy Reserves: Life, annuity, and accident and health benefit reserves are
developed by actuarial methods and are determined based on published tables
using statutorily specified interest rates and valuation methods that will
provide, in the aggregate, reserves that are greater than or equal to the
minimum or guaranteed policy cash values or the amounts required by the
Commonwealth of Massachusetts Division of Insurance. Reserves for traditional
individual life insurance policies are maintained using the 1941, 1958 and 1980
Commissioner's Standard Ordinary and American Experience Mortality Tables, with
assumed interest rates ranging from 21/2% to 6%, and using principally the net
level premium method for policies issued prior to 1978 and a modified
preliminary term method for policies issued in 1979 and later. Annuity and
supplementary contracts with life contingency reserves are based principally on
modifications of the 1937 Standard Annuity Table, the Group Annuity Mortality
Tables for 1951, 1971 and 1983, the 1971 Individual Annuity Mortality Table and
the a-1983 Individual Annuity Mortality Table, with interest rates generally
ranging from 2% to 83/4%.

                                       19

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

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

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


<TABLE>
<CAPTION>
                                     December 31, 1999      December 31, 1998
                                    --------------------  ----------------------
                                    Statement    Fair     Statement     Fair
                                      Value      Value      Value       Value
                                    ---------  ---------  ---------  -----------
                                                  (in millions)
<S>                                 <C>        <C>        <C>        <C>
Guaranteed investment contracts     $13,111.6  $12,617.2  $12,666.9   $12,599.7
Fixed rate deferred and immediate
 annuities . . . . . . . . . . . .    4,685.7    4,656.9    4,375.0     4,412.2
Supplementary contracts without
 life contingencies  . . . . . . .       55.7       55.7       42.7        44.7
                                    ---------  ---------  ---------   ---------
                                    $17,853.0  $17,329.8  $17,084.6   $17,056.6
                                    =========  =========  =========   =========
</TABLE>



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

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

When determining its consolidated federal income tax expense, the Company uses a
number of estimated amounts that may change when the actual tax return is
completed. In addition, the Company must also use an estimated differential
earnings rate (DER) to compute the equity tax portion of its federal income tax
expense. Because the Internal Revenue Service sets the DER after completion of
the financial statements, a true-up adjustment (i.e., effect of the difference
between the estimated and final DER) is necessary.

Amounts for disputed tax issues relating to prior years are charged or credited
directly to policyholders' contingency reserves.

The Company made federal tax payments of $115.0 million in 1999 and $74.9
million in 1998.

Adjustments to Policy Reserves and Policyholders' and Beneficiaries' Funds: From
time to time, the Company finds it appropriate to modify certain required policy
reserves because of changes in actuarial assumptions. Reserve modifications
resulting from such determinations are recorded directly to policyholders'
contingency reserves. No such refinements were made during 1999 or 1998.

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

Guaranty Fund Assessments: Guaranty fund assessments are accrued when the
Company receives knowledge of an insurance insolvency.

                                       20

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 2--SURPLUS NOTES

On February 25, 1994, the Company issued $450 million of surplus notes that bear
interest at 7 3/8% and are scheduled to mature on February 15, 2024. The
issuance of the surplus notes was approved by the Commonwealth of Massachusetts
and any payment of interest on and principal of the notes may be made only with
the prior approval of the Commissioner of Insurance of the Commonwealth of
Massachusetts. Surplus notes are reported as part of policyholders' contingency
reserves rather than liabilities. Interest of $33.2 million was paid on the
notes during 1999 and 1998.

NOTE 3--BORROWED MONEY

At December 31, 1999, the Company had two syndicated lines of credit with a
group of banks totaling $1.0 billion, $500.0 million of which expire on July 29,
2000 and $500.0 million of which expire on June 30, 2001. The banks will commit,
when requested, to loan funds at prevailing interest rates as determined in
accordance within each line of credit agreement. Under the terms of the
agreements, the Company is required to maintain certain minimum levels of net
worth and comply with certain other covenants, which were met at December 31,
1999. At December 31, 1999, the Company had no outstanding borrowings under
either agreement.

Interest paid on borrowed money was $7.9 million and $6.6 million during 1999
and 1998, respectively.

NOTE 4--NET INVESTMENT INCOME

Investment income has been reduced by the following amounts:


<TABLE>
<CAPTION>
                                                             1999      1998
                                                            -------  --------
                                                             (In millions)
<S>                                                         <C>      <C>
Investment expenses . . . . . . . . . . . . . . . . . . .   $277.1    $317.5
Interest expense  . . . . . . . . . . . . . . . . . . . .     41.4      44.3
Depreciation on real estate and other invested assets . .     22.9      41.6
Real estate and other investment taxes. . . . . . . . . .     41.8      60.1
                                                            ------    ------
                                                            $383.2    $463.5
                                                            ======    ======
</TABLE>



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

Net realized capital gains consist of the following items:


<TABLE>
<CAPTION>
                                                    1999       1998
                                                  --------  ----------
                                                    (In millions)
<S>                                               <C>       <C>
Net gains from asset sales and foreclosures       $ 260.3    $ 303.3
Capital gains tax . . . . . . . . . . . . . .      (179.8)    (171.7)
Net capital gains transferred to the IMR. . .       (51.5)    (130.9)
                                                  -------    -------
  Net Realized Capital Gains  . . . . . . . .     $  29.0    $   0.7
                                                  =======    =======
</TABLE>



                                       21

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

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

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


<TABLE>
<CAPTION>
                                                              1999       1998
                                                            --------  ---------
                                                              (In millions)
<S>                                                         <C>       <C>
Net losses from changes in security values and book value
 adjustments. . . . . . . . . . . . . . . . . . . . . . .   $(193.7)    $ (90.6)
Decrease (increase) in asset valuation reserve. . . . . .      46.7      (123.9)
                                                            -------     -------
Net Unrealized Capital Losses and Other Adjustments . . .   $(147.0)     (214.5)
                                                            =======     =======
</TABLE>



NOTE 6--INVESTMENTS

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


<TABLE>
<CAPTION>
                                             Gross       Gross
                                Statement  Unrealized  Unrealized
      December 31, 1999           Value      Gains       Losses     Fair Value
      -----------------         ---------  ----------  ----------  ------------
                                                (In millions)
<S>                             <C>        <C>         <C>         <C>
U.S. Treasury securities and
 obligations of U.S.
 government corporations and
 agencies . . . . . . . . . .   $   162.3   $    0.4    $    2.5    $   160.2
Obligations of states and
 political subdivisions . . .       111.3        6.6         4.4        113.5
Debt securities issued by
 foreign governments  . . . .       510.0       56.4         7.0        559.4
Corporate securities  . . . .    20,460.3      587.1       970.8     20,076.6
Mortgage-backed securities  .     4,944.2       22.1       167.7      4,798.6
                                ---------   --------    --------    ---------
  Total bonds . . . . . . . .   $26,188.1   $  672.6    $1,152.4    $25,708.3
                                =========   ========    ========    =========

      December 31, 1998
      -----------------
U.S. Treasury securities and
 obligations of U.S.
 government corporations and
 agencies . . . . . . . . . .   $   123.3   $    5.9    $    0.0    $   129.2
Obligations of states and
 political subdivisions . . .        86.4        9.9         0.0         96.3
Debt securities issued by
 foreign governments  . . . .       264.5       29.4         8.2        285.7
Corporate securities  . . . .    18,155.4    1,567.7       294.4     19,428.7
Mortgage-backed securities  .     4,723.4      181.2         5.2      4,899.4
                                ---------   --------    --------    ---------
  Total bonds . . . . . . . .   $23,353.0   $1,794.1    $  307.8    $24,839.3
                                =========   ========    ========    =========
</TABLE>



The statement value and fair value of bonds at December 31, 1999, by contractual
maturity, are shown below. Maturities will differ from contractual maturities
because eligible borrowers may exercise their right to call or prepay
obligations with or without call or prepayment penalties.


<TABLE>
<CAPTION>
                                              Statement     Fair
                                                Value       Value
                                              ---------  -----------
                                                 (In millions)
<S>                                           <C>        <C>
Due in one year or less  . . . . . . . . .    $ 1,515.9   $ 1,513.2
Due after one year through five years. . .      5,876.1     5,871.2
Due after five years through ten years          6,801.3     6,684.9
Due after ten years  . . . . . . . . . . .      7,050.6     6,840.4
                                              ---------   ---------
                                               21,243.9    20,909.7
Mortgage-backed securities . . . . . . . .      4,944.2     4,798.6
                                              ---------   ---------
                                              $26,188.1   $25,708.3
                                              =========   =========
</TABLE>



                                       22

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 6--INVESTMENTS--CONTINUED

Gross gains of $99.1 million in 1999 and $126.4 million in 1998 and gross losses
of $94.4 million in 1999 and $62.3 million in 1998 were realized from the sale
of bonds.

At December 31, 1999, bonds with an admitted asset value of $26.6 million were
on deposit with state insurance departments to satisfy regulatory requirements.

The cost of common stocks was $345.3 million and $258.4 million at December 31,
1999 and 1998, respectively. At December 31, 1999, gross unrealized appreciation
on common stocks totaled $177.7 million, and gross unrealized depreciation
totaled $64.6 million. The fair value of preferred stock totaled $926.7 million
at December 31, 1999 and $832.4 million at December 31, 1998.

The Company participates in a security-lending program for the purpose of
enhancing income on securities held. At December 31, 1999 and 1998, $277.7
million and $421.5 million, respectively, of the Company's bonds and stocks were
on loan to various brokers/dealers, but were fully collateralized by cash and
U.S. government securities in an account held in trust for the Company. Such
assets reflect the extent of the Company's involvement in securities lending,
not the Company's risk of loss.

Mortgage loans with outstanding principal balances of $19.3 million, bonds with
amortized cost of $54.4 million and real estate with depreciated cost of $9.9
million were non-income as of December 31, 1999.

Restructured commercial mortgage loans aggregated $120.3 million and $230.5
million as of December 31, 1999 and 1998, respectively. The expected gross
interest income that would have been recorded had the loans been current in
accordance with the original loan agreements and the actual interest income
recorded were as follows:


<TABLE>
<CAPTION>
                                             Year ended December 31
                                            -----------------------
                                               1999         1998
                                            -----------  ----------
                                                 (In millions)
<S>                                         <C>          <C>
Expected  . . . . . . . . . . . . . . . .      $10.8         $22.5
Actual  . . . . . . . . . . . . . . . . .        6.9          11.6
</TABLE>



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

At December 31, 1999, the mortgage loan portfolio was diversified by geographic
region and specific collateral property type as displayed below. The Company
controls credit risk through credit approvals, limits and monitoring procedures.

                                       23

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 6--INVESTMENTS--CONTINUED

<TABLE>
<CAPTION>
                          Statement          Geographic            Statement
    Property Type           Value           Concentration            Value
    -------------       -------------       -------------       ---------------
                        (In millions)                            (In millions)
<S>                     <C>            <C>                      <C>
Apartments  . . . . .     $1,809.1     East North Central . .      $1,039.8
Hotels  . . . . . . .        404.0     East South Central . .         289.7
Industrial  . . . . .        816.8     Middle Atlantic  . . .       1,657.5
Office buildings  . .      2,309.1     Mountain . . . . . . .         326.7
Retail  . . . . . . .      1,619.4     New England  . . . . .         836.1
1-4 Family  . . . . .          3.4     Pacific  . . . . . . .       2,025.0
Agricultural  . . . .      1,803.6     South Atlantic . . . .       1,823.5
Other . . . . . . . .        400.5     West North Central . .         362.7
                                       West South Central . .         701.9
                                       Other  . . . . . . . .         103.0
                          --------                                 --------
                          $9,165.9                                 $9,165.9
                          ========                                 ========
</TABLE>



At December 31, 1999, the fair values of the commercial and agricultural
mortgage loan portfolios were $7.2 billion and $1.8 billion, respectively. The
corresponding amounts as of December 31, 1998 were approximately $7.3 billion
and $1.3 billion, respectively.

The maximum and minimum lending rates for mortgage loans during 1999 were 14.24%
and 6.84% for agricultural loans, 9.0% and 6.50% for other properties, and 10.0%
and 7.125% for purchase money mortgages. Generally, the percentage of any loan
to the value of security at the time of the loan, exclusive of insured,
guaranteed or purchase money mortgages, is 75%. For city mortgages, fire
insurance is carried on all commercial and residential properties at least equal
to the excess of the loan over the maximum loan which would be permitted by law
on the land without the building, except as permitted by regulations of the
Federal Housing Commission on loans fully insured under the provisions of the
National Housing Act. For agricultural mortgage loans, fire insurance is not
normally required on land based loans except in those instances where a building
is critical to the farming operation. Fire insurance is required on all
agri-business facilities in an aggregate amount equal to the loan balance.

NOTE 7--REINSURANCE

Premiums, benefits and reserves associated with reinsurance assumed in 1999 were
$673.5 million, $42.8 million, and $153.1 million, respectively. The
corresponding amounts in 1998 were $784.0 million, $310.0 million, and $7.7
million, respectively.

The Company cedes business to reinsurers to share risks under life, health and
annuity contracts for the purpose of reducing exposure to large losses.
Premiums, benefits and reserves ceded to reinsurers in 1999 were $1,018.3
million, $488.5 million and $823.7 million, respectively. The corresponding
amounts in 1998 were $873.9 million, $772.5 million and $712.2 million,
respectively.

Premiums, benefits, and reserves ceded related to the group accident and health
and related group life business sold in 1997, included in the amounts above,
were $463.9 million, $449.0 million, and $231.7 million, respectively, at
December 31, 1999. The corresponding amounts in 1998 were $458.2 million, $481.2
million, and $238.6 million, respectively.

                                       24

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 7--REINSURANCE--CONTINUED

Amounts recoverable on paid claims and funds withheld from reinsurers were as
follows:


<TABLE>
<CAPTION>
                                               December 31
                                            -----------------
                                             1999      1998
                                            -------  --------
                                             (In millions)
<S>                                         <C>      <C>
Reinsurance recoverables  . . . . . . . .   $ 27.5    $18.6
Funds withheld from reinsurers  . . . . .    227.3     49.5
</TABLE>

The Company has a coinsurance agreement with another insurer to cede 100% of its
individual disability business. Reserves ceded under this agreement, included in
the amount shown above, were $245.7 million at December 31, 1999 and $251.1
million at December 31, 1998.

John Hancock Variable Life Insurance Company (Variable Life, a wholly-owned
affiliate) has a modified coinsurance agreement with the Company to reinsure 50%
of Variable Life's 1994 through 1999 issues of flexible premium variable life
insurance and scheduled premium variable life insurance policies. In connection
with this agreement, the Company transferred $44.5 million and $4.9 million of
cash to Variable Life in 1999 and 1998, respectively, for tax, commission, and
expense allowances to Variable Life, which decreased the Company's net gain from
operations by $20.6 million and $22.2 million in 1999 and 1998, respectively.

Variable Life also has a modified coinsurance agreement with the Company to
reinsure 50% of Variable Life's 1995 inforce block and 50% of 1996 and all
future issue years of certain retail annuity contracts. In connection with this
agreement, the Company made a net cash payment of $40.0 million and $12.7
million in 1999 and 1998, respectively, for surrender benefits, taxes, reserve
increase, commission expense allowances and premiums. This agreement decreased
the Company's net gain from operations by $26.9 million and $8.4 million in 1999
and 1998, respectively.

Effective January 1, 1997, Variable Life entered into a stop-loss agreement with
the Company to reinsure mortality claims in excess of 110% of expected mortality
claims in 1999 and 1998 for all policies that are not reinsured under any other
indemnity agreement. In connection with the agreement, the Company received $0.8
million and $1.0 million in 1999 and 1998, respectively, for mortality claims
from Variable Life. This agreement increased the Company's net gain from
operations in both 1999 and 1998 by $0.5 million.

John Hancock Reassurance Company of Bermuda (JHReCo, a wholly-owned affiliate)
has a modified coinsurance agreement with the Company to reinsure 50% of the
Company's 1997 through 1999 issues of retail long-term care insurance policies.
In connection with this agreement, the Company transferred $22.6 million and
$1.9 million of cash to JHReCo in 1999 and 1998, respectively, for tax,
commission, and expense allowances to JHReCo. This agreement increased the
Company's net gain from operations by $17.4 million and $11.7 million in 1999
and 1998, respectively.

JHReCo has a modified coinsurance agreement with the Company to reinsure 30% of
the Company's issues prior to January 1, 1997 and 50% of the Company's 1997
through 1999 issues of group long-term care insurance policies. In connection
with this agreement, the Company transferred $49.9 million and $38.0 million of
cash to JHReCo in 1999 and 1998, respectively, for tax, commission, and expense
allowances to JHReCo. This agreement increased the Company's net gain from
operations by $3.6 million and $3.9 million in 1999 and 1998, respectively.

JHReCo also has a modified coinsurance agreement with the Company to reinsure
50% of one of the Company's single premium annuity contracts sold in 1999.
Premiums, benefits, and reserves ceded to JHReCo in 1999 were

                                       25

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 7--REINSURANCE--CONTINUED

$169.4 million, $15.6 million and $166.1 million, respectively. This agreement
increased the Company's net gain from operations by $12.6 million in 1999.

On February 28, 1997, the Company sold a major portion of its group insurance
business to UNICARE Life & Health Insurance Company (UNICARE), a wholly owned
subsidiary of WellPoint Health Networks Inc. The business sold includes the
Company's group accident and health business and related group life business and
Cost Care, Inc., Hancock Association Services Group and Tri-State, Inc., all
indirect wholly-owned subsidiaries of the Company. The Company retained its
group long-term care operations. Assets equal to liabilities of approximately
$562.4 million at February 28, 1997 were transferred to UNICARE in connection
with the sale. The insurance business sold was transferred to UNICARE through a
100% coinsurance agreement.

The Company has secured a $397.0 million letter of credit facility with a group
of banks. The banks have agreed to issue a letter of credit to the Company
pursuant to which the Company may draw up to $397.0 million for any claims not
satisfied by UNICARE under the coinsurance agreement after the Company has
incurred the first $113.0 million of losses from such claims. The amount
available pursuant to the letter of credit agreement and any letter of credit
issued thereunder will be automatically reduced on a scheduled basis consistent
with the anticipated runoff of liabilities related to the business reinsured
under the coinsurance agreement. The letter of credit and any letter of credit
issued thereunder are scheduled to expire on March 1, 2002. The Company remains
liable to its policyholders to the extent that UNICARE does not meet its
contractual obligations under the coinsurance agreement.

Through the Company's group health insurance operations, the Company entered
into a number of reinsurance arrangements in respect of personal accident
insurance and the occupational accident component of workers compensation
insurance, a portion of which was originated through a pool managed by Unicover
Managers, Inc. Under these arrangements, the Company both assumed risks as a
reinsurer, and also passed 95% of these risks on to other companies. This
business had originally been reinsured by a number of different companies, and
has become the subject of widespread disputes. The disputes concern the
placement of the business with reinsurers and recovery of the reinsurance. The
Company is engaged in disputes, including a number of legal proceedings, in
respect of this business. The risk to the Company is that other companies that
reinsured the business from the Company may seek to avoid their reinsurance
obligations. However, the Company believes that it has a reasonable legal
position in this matter. During the fourth quarter of 1999 and early 2000, the
Company received additional information about its exposure to losses under the
various reinsurance programs. As a result of this additional information and in
connection with global settlement discussions initiated in late 1999 with other
parties involved in the reinsurance programs, during the fourth quarter the
Company recognized a charge to policyholders' contingency reserves for
uncollectible reinsurance of $186.1 million, aftertax, as its best estimate of
its remaining loss exposure. The Company believes that any exposure to loss from
this issue, in addition to amounts already provided for as of December 31, 1999,
would not be material.

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

Neither the Company, nor any of its related parties, controls, either directly
or indirectly, any external reinsurers with which the Company conducts business.
No policies issued by the Company have been reinsured with a foreign

                                       26

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 7--REINSURANCE--CONTINUED

company which is controlled, either directly or indirectly, by a party not
primarily engaged in the business of insurance.

The Company has not entered into any reinsurance agreements in which the
reinsurer may unilaterally cancel any reinsurance for reasons other than
nonpayment of premiums or other similar credits. The Company does not have any
reinsurance agreements in effect in which the amount of losses paid or accrued
through December 31, 1999 would result in a payment to the reinsurer of amounts
which, in the aggregate and allowing for offset of mutual credits from other
reinsurance agreements with the same reinsurer, exceed the total direct premiums
collected under the reinsured policies.

NOTE 8--BENEFITS PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS

The Company provides pension benefits to substantially all employees and general
agency personnel. These benefits are provided through both qualified defined
benefit and defined contribution pension plans. In addition, through
nonqualified plans, the Company provided supplemental pension benefits to
employees with salaries and/ or pension benefits in excess of the qualified plan
limits imposed by federal tax law. Pension benefits under the defined benefit
plans are based on years of service and average compensation generally during
the five years prior to retirement. Benefits related to the Company's defined
benefit pension plans paid to employees and retirees covered by annuity
contracts issued by the Company amounted to $97.6 million in 1999 and $92.6
million in 1998. Plan assets consist principally of listed equity securities,
corporate obligations and U.S. government securities.

The Company's funding policy for qualified defined benefit plans is to
contribute annually an amount in excess of the minimum annual contribution
required under the Employee Retirement Income Security Act (ERISA). This amount
is limited by the maximum amount that can be deducted for federal income tax
purposes. Because the qualified defined benefit plans are overfunded, no amounts
were contributed to these plans in 1999 or 1998. The funding policy for
nonqualified defined benefit plans is to contribute the amount of the benefit
payments made during the year. The projected benefit obligation and accumulated
benefit obligation for the non-qualified defined benefit pension plans, which
are underfunded, for which accumulated benefit obligations are in excess of plan
assets were $257.4 million and $239.3 million, respectively, at December 31,
1999 and $221.3 million and $194.8 million, respectively, at December 31, 1998.
Non-qualified plan assets, at fair value, were $1.0 million and $1.2 million at
December 31, 1999 and 1998, respectively.

Defined contribution plans include The Investment Incentive Plan (TIP) and the
Savings and Investment Plan (SIP). Employees are eligible to participate in TIP
after one year of service and may contribute up to the lesser of 15% of their
salary or $10,000 annually to the plan. The Company matches the first 2% of
pre-tax contributions and makes an additional annual profit sharing contribution
for employees who have completed at least two years of service. Through SIP,
marketing representatives, sales managers and agency managers are eligible to
contribute up to the lesser of 13% of their salary or $10,000. The Company
matches the first 3% of pre-tax contributions for marketing representatives and
the first 2% of pre-tax contributions for sales managers and agency managers.
The Company makes an annual profit sharing contribution of up to 1% for sales
managers and agency managers who have completed at least two years of service.
The expense for defined contribution plans was $8.5 million and $8.1 million in
1999 and 1998, respectively.

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

                                       27

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 8--BENEFITS PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS--CONTINUED

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

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

The Company's policy is to fund postretirement benefits in amounts at or below
the annual tax qualified limits. As of December 31, 1999 and 1998, plan assets
related to non-union employees were comprised of an irrevocable health insurance
contract to provide future health benefits to retirees. Plan assets related to
union employees were comprised of approximately 70% equity securities and 30%
fixed income investments.

The changes in benefit obligation and plan assets are summarized as follows:


<TABLE>
<CAPTION>
                                           Year ended December 31
                                 ----------------------------------------------
                                     Pension Benefits         Other Benefits
                                 -----------------------   --------------------
                                    1999         1998        1999       1998
                                 -----------  -----------  --------  ----------
                                                (In millions)
<S>                              <C>          <C>          <C>       <C>
Change in benefit obligation:
Benefit obligation at beginning
 of year . . . . . . . . . . . .  $1,808.4     $1,704.0    $ 366.9    $ 381.0
Service cost . . . . . . . . . .      33.8         32.8        6.6        6.8
Interest cost  . . . . . . . . .     119.0        115.5       23.9       24.4
Actuarial loss/(gain)  . . . . .      30.7         55.5       (0.3)     (16.8)
Amendments . . . . . . . . . . .      19.9          0.0        0.0        0.0
Benefits paid  . . . . . . . . .    (106.5)       (99.4)     (29.0)     (28.5)
                                  --------     --------    -------    -------
Benefit obligation at end of
 year. . . . . . . . . . . . . .   1,905.3      1,808.4      368.1      366.9
                                  --------     --------    -------    -------
Change in plan assets:
Fair value of plan assets at
 beginning of year . . . . . . .   2,202.2      1,995.5      215.2      172.7
Actual return on plan assets . .     277.7        296.1       17.7       39.9
Employer contribution  . . . . .      10.9         10.0        0.0        2.6
Benefits paid  . . . . . . . . .    (106.5)       (99.4)       0.0        0.0
                                  --------     --------    -------    -------
Fair value of plan assets at
 end of year . . . . . . . . . .   2,384.3      2,202.2      232.9      215.2
                                  --------     --------    -------    -------
Funded status  . . . . . . . . .     479.0        393.8     (135.2)    (151.7)
Unrecognized actuarial loss  . .    (349.7)      (292.0)    (155.7)    (163.0)
Unrecognized prior service cost       39.1         23.1       16.0       17.8
Unrecognized net transition
 (asset) obligation  . . . . . .     (11.8)       (23.9)     273.3      294.3
                                  --------     --------    -------    -------
Net amount recognized  . . . . .  $  156.6     $  101.0    $  (1.6)   $  (2.6)
                                  --------     --------    -------    -------
</TABLE>



                                       28

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 8--BENEFITS PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS--CONTINUED

The assumptions used in accounting for the benefit plans were as follows:


<TABLE>
<CAPTION>
                                             Year ended December 31
                                   --------------------------------------------
                                       Pension Benefits        Other Benefits
                                   -----------------------   ------------------
                                      1999         1998        1999      1998
                                   -----------  -----------  -------  ---------
<S>                                <C>          <C>          <C>      <C>
Discount rate  . . . . . . . . . .    7.00%        6.75%      7.00%     6.75%

Expected return on plan assets . .    8.50%        8.50%      8.50%     8.50%

Rate of compensation increase  . .    4.77%        4.56%      4.77%     4.00%
</TABLE>

For measurement purposes, a 5.50 percent annual rate of increase in the per
capita cost of covered health care benefits was assumed for 2000. The rate was
assumed to decrease gradually to 5.25 percent in 2001 and remain at that level
thereafter.

Net periodic benefit (credit) cost includes the following components:


<TABLE>
<CAPTION>
                                            Year ended December 31
                                   --------------------------------------------
                                       Pension Benefits        Other Benefits
                                   -----------------------   ------------------
                                      1999         1998        1999      1998
                                   -----------  -----------  -------  ---------
                                                 (In millions)
<S>                                <C>          <C>          <C>      <C>
Service cost . . . . . . . . . . .  $  33.8      $  32.8     $  6.6    $  6.8
Interest cost  . . . . . . . . . .    119.0        115.5       23.9      24.4
Expected return on plan assets . .   (182.9)      (165.6)     (18.2)    (39.9)
Amortization of transition
 (assets) obligation . . . . . . .    (12.1)       (11.6)      21.0      20.9
Amortization of prior service
 cost. . . . . . . . . . . . . . .      3.9          6.5        1.8       1.9
Recognized actuarial (gain) loss       (6.3)        (2.6)      (7.1)     19.0
                                    -------      -------     ------    ------
  Net periodic benefit (credit)
    cost . . . . . . . . . . . . .  $ (44.6)     $ (25.0)    $ 28.0    $ 33.1
                                    =======      =======     ======    ======
</TABLE>

Assumed health care cost trend rates have a significant effect on the amounts
reported for the health care plans. A one-percentage point change in assumed
health care cost trend rates would have the following effects:


<TABLE>
<CAPTION>
                                       1-Percentage Point   1-Percentage Point
                                            Increase             Decrease
                                       ------------------  --------------------
                                                   (In millions)
<S>                                    <C>                 <C>
Effect on total of service and
 interest costs  . . . . . . . . . .         $ 2.9               $ (2.6)
Effect on postretirement benefit
 obligations . . . . . . . . . . . .          29.0                (26.1)
</TABLE>



                                       29

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 9--AFFILIATES

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

Total assets of unconsolidated majority-owned affiliates amounted to $16.0
billion at December 31, 1999 and $13.8 billion at December 31, 1998; total
liabilities amounted to $14.5 billion at December 31, 1999 and $12.5 billion at
December 31, 1998; and total net income was $99.5 million in 1999 and $148.5
million in 1998.

The Company customarily engages in transactions with its unconsolidated
affiliates, including the cession and assumption of certain insurance business
under the terms of established reinsurance agreements (See Note 7). Various
services are performed by the Company for certain affiliates for which the
Company is reimbursed on the basis of cost. Certain affiliates have entered into
various financial arrangements relating to borrowings and capital maintenance
under which agreements the Company would be obligated in the event of
nonperformance by an affiliate (see Note 13).

The Company received dividends of $129.0 million and $62.2 million in 1999 and
1998, respectively, from unconsolidated affiliates.

NOTE 10--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

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


<TABLE>
<CAPTION>
                                                          Assets (Liabilities)
                         Number of Contracts/   -------------------------------------------
                           Notional Amounts             1999                  1998
                        ---------------------   ---------------------  --------------------
                                                 Carrying     Fair     Carrying    Fair
                           1999        1998       Value      Value      Value      Value
                        ----------  ----------  ----------  ---------  --------  ----------
                                                  (In millions)
<S>                     <C>         <C>         <C>         <C>        <C>       <C>
Futures contracts to
 sell securities  . . .  $ 18,805    $ 11,286     $31.5      $ 31.5     $(3.1)    $  (3.1)
Futures contracts to
 acquire securities . .     4,006       1,464      (0.9)       (0.9)     (0.3)       (0.3)
Interest rate swap
 agreements . . . . . .   9,194.0     7,684.0        --       (27.2)       --      (159.1)
Interest rate cap
 agreements . . . . . .     115.0       115.0       0.2         0.2       0.4         0.4
Interest rate floor
 agreements . . . . . .     125.0       125.0       0.1         0.1       0.7         0.7
Interest rate swaption
 agreements . . . . . .      30.0         0.0      (3.6)       (3.6)       --         0.0
Currency rate swap
 agreements . . . . . .   5,797.0     2,881.5        --       (44.8)       --        16.2
Equity collar
 agreements . . . . . .        --          --      53.0        53.0      28.6        28.6
</TABLE>

Financial futures contracts are used principally to hedge risks associated with
interest rate fluctuations on sales of guaranteed investment contracts. The
Company is subject to the risks associated with changes in the value of the
underlying securities; however, such changes in value generally are offset by
opposite changes in the value of the hedged items. The contracts or notional
amounts of the contracts represent the extent of the Company's involvement but
not the future cash requirements, as the Company intends to close the open
positions prior to settlement. The futures contracts expire in 2000.

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

                                       30

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 10--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK--CONTINUED

The Company invests in common stock that is subject to fluctuations from market
value changes in stock prices. The Company sometimes seeks to reduce its market
exposure to such holdings by entering into equity collar agreements. A collar
consists of a call that limits the Company's potential for gain from
appreciation in the stock price as well as a put that limits the Company's loss
potential from a decline in the stock price.

The interest rate swap agreements expire in 2000 to 2029. The interest rate cap
agreements expire in 2000 to 2008. Interest rate floor agreements expire in
2003. Interest rate swaption agreements expire in 2025. The currency rate swap
agreements expire in 2000 to 2021. The equity collar agreements expire in 2003.

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

NOTE 11--LEASES

The Company leases office space and furniture and equipment under various
operating leases including furniture and equipment leased under a series of
sales-leaseback agreements with a nonaffiliated organization. Rental expense for
all operating leases totaled $24.3 million in 1999 and $26.2 million in 1998.
Future minimum rental commitments under noncancellable operating leases for
office space and furniture and equipment are as follows:


<TABLE>
<CAPTION>
                                                 December 31, 1999
                                                -------------------
                                                   (In millions)
<S>                                             <C>
2000  . . . . . . . . . . . . . . . . . . . .          $19.1
2001  . . . . . . . . . . . . . . . . . . . .           15.9
2002  . . . . . . . . . . . . . . . . . . . .           12.8
2003  . . . . . . . . . . . . . . . . . . . .            8.9
2004  . . . . . . . . . . . . . . . . . . . .            5.3
Thereafter  . . . . . . . . . . . . . . . . .            7.0
                                                       -----
Total minimum payments  . . . . . . . . . . .          $69.0
                                                       =====
</TABLE>



                                       31

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 12--POLICY RESERVES, POLICYHOLDERS' AND BENEFICIARIES' FUNDS AND
         OBLIGATIONS RELATED TO SEPARATE ACCOUNTS

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


<TABLE>
<CAPTION>
                                                  December 31, 1999   Percent
                                                  -----------------  ----------
                                                    (In millions)
<S>                                               <C>                <C>
Subject to discretionary withdrawal (with
 adjustment):
  With market value adjustment  . . . . . . . . .    $ 1,126.3           2.8%
  At book value less surrender charge . . . . . .      2,845.0           7.1
                                                     ---------         -----
  Total with adjustment . . . . . . . . . . . . .      3,971.3           9.9
  Subject to discretionary withdrawal (without
    adjustment) at book
    value . . . . . . . . . . . . . . . . . . . .      1,535.8           3.8
  Subject to discretionary withdrawal--separate
    accounts. . . . . . . . . . . . . . . . . . .     14,287.3          35.4
Not subject to discretionary withdrawal:
  General account . . . . . . . . . . . . . . . .     19,320.6          48.0
  Separate accounts . . . . . . . . . . . . . . .      1,175.7           2.9
                                                     ---------         -----
Total annuity reserves, deposit fund liabilities
 and separate accounts--before reinsurance. . . .     40,290.7         100.0%
                                                                       =====
Less reinsurance ceded  . . . . . . . . . . . . .         (0.1)
                                                     ---------
Net annuity reserves, deposit fund liabilities
 and separate accounts  . . . . . . . . . . . . .    $40,290.6
                                                     =========
</TABLE>



Any liquidation costs associated with the $14.3 billion of separate accounts
subject to discretionary withdrawal are sustained by the separate account
contractholders and not by the general account.

NOTE 13--COMMITMENTS AND CONTINGENCIES

The Company has extended commitments to purchase long-term bonds, preferred and
common stocks, and other invested assets and issue real estate mortgages
totaling $706.7 million, $6.0 million, $281.1 million and $194.6 million,
respectively, at December 31, 1999. If funded, loans related to real estate
mortgages would be fully collateralized by related properties. The Company
monitors the credit worthiness of borrowers under long-term bond commitments and
requires collateral as deemed necessary. The estimated fair value of the
commitments described above is $1.2 billion at December 31, 1999. The majority
of these commitments expire in 2000.

During 1996, the Company entered into a credit support and collateral pledge
agreement with the Federal National Mortgage Association (FNMA). Under the
agreement, the Company sold $532.8 million of commercial mortgage loans and
acquired an equivalent amount of FNMA securities. The Company completed similar
transactions with FNMA in 1991 for $1.042 billion and in 1993 for $71.9 million.
FNMA is guarantying the full face value of the bonds of the three transactions
to the bondholders. However, the Company has agreed to absorb the first 12.25%
of the principal and interest losses (less buy-backs) for the pools of loans
involved in the three transactions, based on the total outstanding principal
balance of $1.036 billion as of July 1, 1996, but is not required to commit
collateral to support this loss contingency. At December 31, 1999, the aggregate
outstanding principal balance of all the remaining pools of loans from 1991,
1993, and 1996 was $493.4 million.

Historically, the Company has experienced losses of less than one percent on its
multi-family mortgage portfolio. Mortgage loan buy-backs required by the FNMA in
1999 and 1998 amounted to $3.4 million and $4.6 million, respectively.

                                       32

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 13--COMMITMENTS AND CONTINGENCIES--CONTINUED

During 1996, the Company entered into a credit support and collateral pledge
agreement with the Federal Home Loan Mortgage Corporation (FHLMC). Under the
agreement, the Company sold $535.3 million of multi-family loans and acquired an
equivalent amount of FHLMC securities. FHLMC is guarantying the full face value
of the bonds to the bondholders. However, the Company has agreed to absorb the
first 10.5% of original principal and interest losses (less buy-backs) for the
pool of loans involved but is not required to commit collateral to support this
loss contingency. Historically, the Company has experienced total losses of less
than one percent on its multi-family loan portfolio. At December 31, 1999, the
aggregate outstanding principal balance of the pools of loans was $365.2
million. There were no mortgage loans buy-backs in 1999 and 1998.

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

The Company has a support agreement with John Hancock Capital Corporation
(JHCC), a non-consolidated wholly-owned subsidiary, under which the Company
agrees to continue directly or indirectly to own all of JHCC's common stock and
maintain JHCC's net worth at not less than $1 million. JHCC's outstanding
borrowings as of December 31, 1999 were $380.6 million for short-term borrowings
and $163.0 million for notes payable.

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

In the normal course of its business operations, the Company is involved with
litigation from time to time with claimants, beneficiaries and others, and a
number of litigation matters were pending as of December 31, 1999. It is the
opinion of management, after consultation with counsel, that the ultimate
liability with respect to these claims, if any, will not materially affect the
financial position or results of operations of the Company.

During 1997, the Company entered into a court-approved settlement relating to a
class action lawsuit involving certain individual life insurance policies sold
from 1979 through 1996. In entering into the settlement, the Company
specifically denied any wrongdoing. The reserve held in connection with the
settlement to provide relief to class members and for legal and administrative
costs associated with the settlement amounted to $322.8 million and $283.8
million at December 31, 1999 and 1998, respectively. Costs incurred related to
the settlement were $91.1 million and $150.0 million in 1999 and 1998,
respectively, which were charged directly to policyholders' contingency
reserves. The estimated reserve is based on a number of factors, including the
estimated number of claims, the expected type of relief to be sought by class
members (general relief or alternative dispute resolution), the estimated cost
per claim and the estimated costs to administer the claims.

During 1999, the Company transferred $194.9 million of reserves related to the
settlement to Variable Life representing Variable Life's share of the
settlement. The Company also contributed $194.9 million of capital to Variable
Life during 1999. If Variable Life's share of the settlement increases, the
Company will contribute additional capital to Variable Life so that Variable
Life's total stockholder's equity would not be impacted.

During 1996, management determined that it was probable that a settlement would
occur and that a minimum loss amount could be reasonably estimated. Accordingly,
the Company recorded its best estimate based on the information available at the
time. The terms of the settlement agreement were negotiated throughout 1997 and
approved by the court on December 31, 1997. In accordance with the terms of the
settlement agreement, the Company contacted class members during 1998 to
determine the actual type of relief to be sought by class members.

                                       33

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 13--COMMITMENTS AND CONTINGENCIES--CONTINUED

The majority of the responses from class members were received by the fourth
quarter of 1998. The type of relief sought by class members differed from the
Company's previous estimates, primarily due to additional outreach activities by
regulatory authorities during 1998 encouraging class members to consider
alternative dispute resolution relief. In 1999, the Company updated its estimate
of the cost of claims subject to alternative dispute resolution relief and
revised its reserve estimate accordingly.

Given the uncertainties associated with estimating the reserve, it is reasonably
possible that the final cost of the settlement could differ materially from the
amounts presently provided for by the Company. The Company will continue to
update its estimate of the final cost of the settlement as the claims are
processed and more specific information is developed, particularly as the actual
cost of the claims subject to alternative dispute resolution becomes available.
However, based on information available at this time, and the uncertainties
associated with the final claim processing and alternative dispute resolution,
the range of any additional costs related to the settlement cannot be reasonably
estimated.

NOTE 14--FAIR VALUE OF FINANCIAL INSTRUMENTS

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


<TABLE>
<CAPTION>
                                                  December 31
                                 -----------------------------------------------
                                         1999                    1998
                                 --------------------   ------------------------
                                 Carrying     Fair      Carrying       Fair
                                  Amount      Value      Amount        Value
                                 ---------  ----------  ----------  ------------
                                                 (In millions)
<S>                              <C>        <C>         <C>         <C>
Assets
  Bonds--Note 6 . . . . . . . .  $26,188.1  $25,708.3   $23,353.0    $24,839.3
  Preferred stocks--Note 6  . .      926.6      926.7       844.7        832.4
  Common stocks--Note 6 . . . .      458.4      458.4       269.3        269.3
  Mortgage loans on real
    estate--Note 6  . . . . . .    9,165.9    9,009.5     8,223.7      8,619.7
  Policy loans--Note 1  . . . .    1,577.8    1,577.8     1,573.8      1,573.8
  Cash and cash
    equivalents--Note 1 . . . .    1,160.6    1,160.6     1,348.9      1,348.9
Liabilities
  Guaranteed investment
    contracts--Note 1 . . . . .   13,111.6   12,617.2    12,666.9     12,599.7
  Fixed rate deferred and
    immediate annuities--Note
    1 . . . . . . . . . . . . .    4,685.7    4,656.9     4,375.0      4,412.2
  Supplementary contracts
    without life
    contingencies--
    Note 1  . . . . . . . . . .       55.7       55.7        42.7         44.7
Derivatives assets
 (liabilities) relating
 to:--Note 10
  Futures contracts . . . . . .       30.6       30.6        (3.4)        (3.4)
  Interest rate swaps . . . . .         --      (27.2)         --       (159.1)
  Currency rate swaps . . . . .         --      (44.8)         --         16.2
  Interest rate caps  . . . . .        0.2        0.2         0.4          0.4
  Interest rate floors  . . . .        0.1        0.1         0.7          0.7
  Equity collar agreements  . .       53.0       53.0        28.6         28.6
Commitments--Note 13  . . . . .         --    1,195.0          --      1,114.2
</TABLE>

The carrying amounts in the table are included in the statutory-basis statements
of financial position. The methods and assumptions utilized by the Company in
estimating its fair value disclosures are described in Note 1.

                                       34

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 15--SUBSEQUENT EVENTS

 Reorganization and Initial Public Offering

Pursuant to a Plan of Reorganization approved by the policyholders and the
Commonwealth of Massachusetts Division of Insurance, effective February 1, 2000,
the Company converted from a mutual life insurance company to a stock life
insurance company (i.e., demutualized) and became a wholly owned subsidiary of
John Hancock Financial Services, Inc., which is a holding company. All
policyholder membership interests in the Company were extinguished on that date
and eligible policyholders of the Company received, in the aggregate,
approximately 212.8 million shares of common stock, $1,438.7 million of cash and
$43.7 million policy credits as compensation. In connection with the
reorganization, the Company changed its name to John Hancock Life Insurance
Company.

In addition, on February 1, 2000, John Hancock Financial Services, Inc.
completed its initial public offering and 102 million shares of common stock
were issued at an initial public offering price of $17 per share. Net proceeds
from the offering were $1,657.7 million, of which $105.7 million was retained by
John Hancock Financial Services, Inc. and $1,552.0 million was contributed to
the Company.

 Establishment of the Closed Block

Under the Plan of Reorganization, effective February 1, 2000, the Company
created a closed block for the benefit of policies included therein. The
policies included in the closed block are individual and joint traditional whole
life insurance policies of the Company that are paying or are expected to pay
dividends, and individual term life insurance policies that were in force on
February 1, 2000. The purpose of the closed block is to protect the policy
dividend expectations of these policies after the demutualization. Unless the
Commonwealth of Massachusetts Commissioner of Insurance and, in certain
circumstances, the New York Superintendent of Insurance consents to an earlier
termination, the closed block will continue in effect until the date none of
such policies is in force.

 Acquisition of Long-Term Care Business

On January 3, 2000, the Company signed an agreement to purchase the individual
long-term care insurance business of Fortis, Inc. ("Fortis"). The business to be
acquired had earned premiums of approximately $124.4 million in 1999 and
included approximately 97,000 policies in force as of December 31, 1999. During
1999 the Company's individual long-term care earned premium was $177.3 million
and approximately 164,000 individual long-term care policies were in force.

                                       35

<PAGE>

NOTE 16--IMPACT OF YEAR 2000 (UNAUDITED)

By late 1999, the Company completed its Year 2000 readiness plan to address
issues that could result from computer programs being written using two digits
to define the applicable year rather than four to define the applicable year and
century. As a result the Company prepared for the transition to the Year 2000
and did not experience any significant Year 2000 problems with respect to its
mission critical information technology ("IT") or non-IT systems, applications
or infrastructure. During the date rollover to the year 2000, the Company
implemented and monitored its millennium rollover plan and conducted business as
usual on Monday, January 3, 2000.

Since January 3, 2000, the Company's information systems, including its mission
critical systems, which in the event of a Year 2000 failure would have the
greatest impact on its operations, have functioned properly. In addition, the
Company has not experienced any significant Year 2000 issues related to
interactions with its material business partners. The Company has experienced no
disruption in its ability to process claims, update customer accounts, process
financial transactions, report accurate data to management and no business
interruptions due to Year 2000 issues. While the Company continues to monitor
its systems, and those of its material business partners closely to ensure that
no unexpected Year 2000 issues develop, the Company has no reason to expect any
such issues.

The costs of the Year 2000 project consist of internal IT personnel and external
costs such as consultants, programmers, replacement software, and hardware. The
costs of the Year 2000 project are expensed as incurred. The project is funded
partially through a reallocation of resources from discretionary projects.
Through December 31, 1999, the Company has incurred and expensed approximately
$20.8 million in related payroll costs for internal IT personnel on the project.
The estimated remaining IT personnel costs of the project are approximately $1.0
million. Through December 31, 1999, the Company incurred and expensed
approximately $47.0 million in external costs for the project. The estimated
remaining external cost of the project is approximately $2.0 million. The total
costs of the Year 2000 project, based on management's best estimates, include
approximately $21.7 million in internal IT personnel, $14.6 million in the
external modification of software, $18.3 million for external solution
providers, $9.1 million in replacement costs of non-compliant IT systems and
$6.9 million in oversight, test facilities and other expenses. Accordingly, the
estimated range of total costs of the Year 2000 project, internal and external,
is approximately $70 to $72.5 million. The Company's total Year 2000 project
costs include the estimated impact of external solution providers based on
presently available information.



                                       36

<PAGE>

               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Contractowners of
John Hancock Variable Annuity Account U
   of John Hancock Mutual Life Insurance Company

  We have audited the accompanying statement of assets and liabilities of John
Hancock Variable Annuity Account U (the Account) (comprising, respectively, the
Large Cap Growth Subaccount, Sovereign Bond Subaccount, International Equity
Index Subaccount, Small Cap Growth Subaccount, International Balanced
Subaccount, Mid Cap Growth Subaccount, Large Cap Value Subaccount, Money Market
Subaccount, Mid Cap Value Subaccount, Small/Mid Cap Growth (formerly,
Diversified Mid Cap Growth) Subaccount, Real Estate Equity Subaccount, Growth &
Income Subaccount, Managed Subaccount, Short-Term Bond Subaccount, Small Cap
Value Subaccount, International Opportunities Subaccount, Equity Index
Subaccount, Global Bond (formerly Strategic Bond) Subaccount, Emerging Markets
Equity Subaccount, Global Equity Subaccount, Bond Index Subaccount, Small/Mid
Cap CORE Subaccount and High Yield Bond Subaccount) as of December 31, 1999, the
related statements of operations and changes in net assets for the periods
indicated therein. These financial statements are the responsibility of the
Account's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

  In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of each of the respective
subaccounts constituting John Hancock Variable Annuity Account U at December 31,
1999, the results of their operations for the year then ended, and the changes
in their net assets for each of the periods indicated, in conformity with
generally accepted in the United States.


                                                               ERNST & YOUNG LLP
Boston, Massachusetts
February 11, 2000

                                       37

<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT U

                      STATEMENT OF ASSETS AND LIABILITIES

                               DECEMBER 31, 1999


<TABLE>
<CAPTION>
                         LARGE CAP     SOVEREIGN    INTERNATIONAL    SMALL CAP
                           GROWTH         BOND      EQUITY INDEX      GROWTH
                         SUBACCOUNT    SUBACCOUNT    SUBACCOUNT     SUBACCOUNT
                        ------------  ------------  -------------  -------------
<S>                     <C>           <C>           <C>            <C>
ASSETS
Cash  . . . . . . . . . $     93,635  $     57,128   $    16,249    $     5,255
Investment in shares
 of portfolios of John
 Hancock Variable
 Series Trust I,
 at value . . . . . . .  352,430,188   233,613,865    62,241,798     21,548,601
Receivable from John
 Hancock Variable
 Series Trust I . . . .      443,355       240,614        33,127        103,049
                        ------------  ------------   -----------    -----------
Total assets  . . . . .  352,967,178   233,911,607    62,291,174     21,656,905
LIABILITIES
Payable to John
 Hancock Mutual Life
 Insurance Company  . .      429,956       232,452        30,764        102,255
Asset charges payable        107,034        65,290        18,611          6,049
                        ------------  ------------   -----------    -----------
Total liabilities . . .      536,990       297,742        49,375        108,304
                        ------------  ------------   -----------    -----------
Net assets  . . . . . . $352,430,188  $233,613,865   $62,241,799    $21,548,601
                        ============  ============   ===========    ===========
</TABLE>





<TABLE>
<CAPTION>
                          INTERNATIONAL    MID CAP    LARGE CAP       MONEY
                            BALANCED       GROWTH       VALUE        MARKET
                           SUBACCOUNT    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
                          -------------  -----------  ----------  -------------
<S>                       <C>            <C>          <C>         <C>
ASSETS
Cash  . . . . . . . . . .  $      346    $    16,090  $    2,507   $    13,810
Investment in shares of
 portfolios of John
 Hancock Variable Series
 Trust I,
 at value . . . . . . . .   1,324,712     63,340,695   9,634,402    95,786,161
Receivable from John
 Hancock Variable Series
 Trust I  . . . . . . . .         767        277,497       9,525       613,788
                           ----------    -----------  ----------   -----------
Total assets  . . . . . .   1,325,825     63,634,282   9,646,434    96,413,759
LIABILITIES
Payable to John Hancock
 Mutual Life Insurance
 Company. . . . . . . . .         717        275,136       9,166       610,351
Asset charges payable . .         396         18,451       2,866        17,248
                           ----------    -----------  ----------   -----------
Total liabilities . . . .       1,113        293,587      12,032       627,599
                           ----------    -----------  ----------   -----------
Net assets  . . . . . . .  $1,324,712    $63,340,695  $9,634,402   $95,786,160
                           ==========    ===========  ==========   ===========
</TABLE>



See accompanying notes.

                                       38
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT U

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                     MID CAP       SMALL/MID CAP  REAL ESTATE      GROWTH &
                                      VALUE           GROWTH        EQUITY          INCOME
                                   SUBACCOUNT       SUBACCOUNT    SUBACCOUNT      SUBACCOUNT
                                -----------------  -------------  -----------  ----------------
<S>                             <C>                <C>            <C>          <C>
ASSETS
Cash  . . . . . . . . . . .     $           1,622   $     5,922   $    12,213   $      251,098
Investment in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value. . . . . . . . . . .             6,225,920    22,609,200    46,747,423    1,038,097,002
Receivable from John
 Hancock Variable
 Series Trust I . . . . . .                 4,052       104,210         6,135        1,103,414
                                -----------------   -----------   -----------   --------------
Total assets  . . . . . . .             6,231,594    22,719,332    46,765,771    1,039,451,514
LIABILITIES
Payable to John
 Hancock Mutual Life
 Insurance Company  . . . .                 3,819       103,351         4,362        1,067,511
Asset charges payable . . .                 1,855         6,781        13,986          287,000
                                -----------------   -----------   -----------   --------------
Total liabilities . . . . .                 5,674       110,132        18,348        1,354,511
                                -----------------   -----------   -----------   --------------
Net assets  . . . . . . . .     $       6,225,920   $22,609,200   $46,747,423   $1,038,097,003
                                =================   ===========   ===========   ==============
</TABLE>

<TABLE>
<CAPTION>
                                                SHORT-TERM  SMALL CAP    INTERNATIONAL
                                   MANAGED         BOND       VALUE      OPPORTUNITIES
                                  SUBACCOUNT    SUBACCOUNT  SUBACCOUNT    SUBACCOUNT
                                --------------  ----------  ----------  ---------------
<S>                             <C>             <C>         <C>         <C>
ASSETS
Cash  . . . . . . . . . . .     $      342,731  $    2,501  $    1,523    $    1,362
Investment in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value. . . . . . . . . . .      1,284,439,048   9,430,001   5,957,625     5,279,440
Receivable from John
 Hancock Variable
 Series Trust I . . . . . .            395,007         878      30,843           252
                                --------------  ----------  ----------    ----------
Total assets  . . . . . . .      1,285,176,786   9,433,380   5,989,991     5,281,054
LIABILITIES
Payable to John
 Hancock Mutual Life
 Insurance Company  . . . .            346,069         520      30,621            52
Asset charges payable . . .            391,670       2,859       1,745         1,562
                                --------------  ----------  ----------    ----------
Total liabilities . . . . .            737,739       3,379      32,366         1,614
                                --------------  ----------  ----------    ----------
Net assets  . . . . . . . .     $1,284,439,047  $9,430,001  $5,957,625    $5,279,440
                                ==============  ==========  ==========    ==========
</TABLE>

See accompanying notes.

                                       39

<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT U

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                  EQUITY       GLOBAL       EMERGING
                                   INDEX        BOND     MARKETS EQUITY   GLOBAL EQUITY
                                SUBACCOUNT   SUBACCOUNT    SUBACCOUNT      SUBACCOUNT
                                -----------  ----------  --------------  ---------------
<S>                             <C>          <C>         <C>             <C>
ASSETS
Cash  . . . . . . . . . . .     $     9,690  $    1,149    $      758       $    133
Investment in shares
 of portfolios of John
 Hancock Variable
 Series Trust I,
 at value . . . . . . . . .      37,183,883   4,350,105     3,313,388        530,171
Receivable from John
 Hancock Variable
 Series Trust I . . . . . .         125,859      20,691       400,148          5,365
                                -----------  ----------    ----------       --------
Total assets  . . . . . . .      37,319,432   4,371,945     3,714,294        535,669
LIABILITIES
Payable to John
 Hancock Mutual Life
 Insurance Company  . . . .         124,450      20,528       400,040          5,345
Asset charges payable . . .          11,098       1,313           866            153
                                -----------  ----------    ----------       --------
Total liabilities . . . . .         135,548      21,841       400,906          5,498
                                -----------  ----------    ----------       --------
Net assets  . . . . . . . .     $37,183,884  $4,350,104    $3,313,388       $530,171
                                ===========  ==========    ==========       ========
</TABLE>

<TABLE>
<CAPTION>
                                                       SMALL/MID    HIGH YIELD
                                           BOND INDEX   CAP CORE       BOND
                                           SUBACCOUNT  SUBACCOUNT   SUBACCOUNT
                                           ----------  ----------  ------------
<S>                                        <C>         <C>         <C>
ASSETS
Cash . . . . . . . . . . . . . . . . . .    $     75    $     34     $    155
Investment in shares of portfolios of
 John Hancock Variable Series Trust I,
 at value  . . . . . . . . . . . . . . .     295,114     136,146      588,027
Receivable from John Hancock Variable
 Series Trust I  . . . . . . . . . . . .          11      16,206           22
                                            --------    --------     --------
Total assets . . . . . . . . . . . . . .     295,200     152,386      588,204
LIABILITIES
Payable to John Hancock Mutual Life
 Insurance Company . . . . . . . . . . .          --      16,202           --
Asset charges payable  . . . . . . . . .          86          38          178
                                            --------    --------     --------
Total liabilities  . . . . . . . . . . .          86      16,240          178
                                            --------    --------     --------
Net assets . . . . . . . . . . . . . . .    $295,114    $136,146     $588,026
                                            ========    ========     ========
</TABLE>

See accompanying notes.

                                       40
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT U

                            STATEMENT OF OPERATIONS

                          YEAR ENDED DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                                     LARGE CAP     SOVEREIGN     INTERNATIONAL   SMALL CAP
                                                      GROWTH          BOND       EQUITY INDEX      GROWTH
                                                    SUBACCOUNT     SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
                                                    ------------  -------------  -------------  ------------
<S>                                                 <C>           <C>            <C>            <C>
Investment income:
 Distributions received from the
  portfolios of John Hancock Variable
  Series Trust I . . . . . . . . . . . . . . .      $54,486,126   $ 18,930,329    $ 2,024,756    $2,545,441
Expenses:
 Mortality and expense risks . . . . . . . . .        4,515,637      3,297,101        758,430       165,804
                                                    -----------   ------------    -----------    ----------
Net investment income. . . . . . . . . . . . .       49,970,489     15,633,228      1,266,326     2,379,637
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain (loss). . . . . . . . . . .       19,920,990     (1,511,015)     1,290,069     1,146,721
 Net unrealized appreciation (depreciation)
  during the year. . . . . . . . . . . . . . .       (3,444,964)   (20,005,513)    11,862,899     4,105,638
                                                    -----------   ------------    -----------    ----------
Net realized and unrealized gain
 (loss) on investments . . . . . . . . . . . .       16,476,026    (21,516,528)    13,152,968     5,252,359
                                                    -----------   ------------    -----------    ----------
Net increase (decrease) in net assets
 resulting from operations . . . . . . . . . .      $66,446,515   $ (5,883,300)   $14,419,294    $7,631,996
                                                    ===========   ============    ===========    ==========
</TABLE>

<TABLE>
<CAPTION>
                                                    INTERNATIONAL    MID CAP     LARGE CAP       MONEY
                                                      BALANCED       GROWTH        VALUE         MARKET
                                                     SUBACCOUNT    SUBACCOUNT   SUBACCOUNT     SUBACCOUNT
                                                    -------------  -----------  ------------  ------------
<S>                                                 <C>            <C>          <C>           <C>
Investment income:
 Distributions received from the portfolios
  of John Hancock Variable Series Trust I  . .         $114,233    $ 6,634,458  $   669,175    $3,980,330
Expenses:
 Mortality and expense risks . . . . . . . . .           19,450        365,080      139,808     1,047,456
                                                       --------    -----------  -----------    ----------
Net investment income. . . . . . . . . . . . .           94,783      6,269,378      529,367     2,932,874
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain . . . . . . . . . . . . . .           21,897      2,939,455    1,106,093            --
 Net unrealized appreciation (depreciation)
  during the year. . . . . . . . . . . . . . .          (71,337)    17,963,888   (1,506,045)           --
                                                       --------    -----------  -----------    ----------
Net realized and unrealized gain (loss) on
  investments. . . . . . . . . . . . . . . . .          (49,440)    20,903,343     (399,952)           --
                                                       --------    -----------  -----------    ----------
Net increase in net assets resulting from
 operations. . . . . . . . . . . . . . . . . .         $ 45,343    $27,172,721  $   129,415    $2,932,874
                                                       ========    ===========  ===========    ==========
</TABLE>

See accompanying notes.

                                       41
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT U

                      STATEMENT OF OPERATIONS (CONTINUED)

                          YEAR ENDED DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                                         MID CAP      SMALL/MID CAP   REAL ESTATE      GROWTH &
                                                          VALUE           GROWTH         EQUITY         INCOME
                                                        SUBACCOUNT      SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
                                                       -------------  --------------  ------------  ---------------
<S>                                                    <C>            <C>             <C>           <C>
Investment income:
 Distributions received from the portfolios of
  John Hancock Variable Series Trust I . . . .         $     45,057    $ 3,537,030    $ 3,524,359    $119,359,343
Expenses:
 Mortality and expense risks . . . . . . . . .               97,691        351,997        764,984      12,853,431
                                                       ------------    -----------    -----------    ------------
Net investment income (loss) . . . . . . . . .              (52,634)     3,185,033      2,759,375     106,505,912
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain (loss). . . . . . . . . . .             (841,005)       486,820         29,474      53,547,849
 Net unrealized appreciation (depreciation)
  during the year. . . . . . . . . . . . . . .            1,099,061     (2,857,487)    (4,558,409)    (20,496,572)
                                                       ------------    -----------    -----------    ------------
Net realized and unrealized gain (loss) on
  investments. . . . . . . . . . . . . . . . .              258,056     (2,370,667)    (4,528,935)     33,051,277
                                                       ------------    -----------    -----------    ------------
Net increase (decrease) in net assets
 resulting from operations . . . . . . . . . .         $    205,422    $   814,366    $(1,769,560)   $139,557,189
                                                       ============    ===========    ===========    ============
</TABLE>





<TABLE>
<CAPTION>
                                                                      SHORT-TERM  SMALL CAP    INTERNATIONAL
                                                         MANAGED         BOND       VALUE      OPPORTUNITIES
                                                        SUBACCOUNT    SUBACCOUNT  SUBACCOUNT    SUBACCOUNT
                                                       -------------  ----------  ----------  ---------------
<S>                                                    <C>            <C>         <C>         <C>
Investment income:
 Distributions received from the portfolios of
  John Hancock Variable Series Trust I . . . .         $123,803,184   $ 633,496   $ 143,330     $  357,134
Expenses:
 Mortality and expense risks . . . . . . . . .           18,292,217     140,934      87,782         60,139
                                                       ------------   ---------   ---------     ----------
Net investment income. . . . . . . . . . . . .          105,510,967     492,562      55,548        296,995
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain (loss). . . . . . . . . . .           38,904,825    (156,229)   (558,358)       171,907
 Net unrealized appreciation (depreciation)
  during the year. . . . . . . . . . . . . . .          (49,231,187)   (188,569)    131,518        792,914
                                                       ------------   ---------   ---------     ----------
Net realized and unrealized gain (loss) on
  investments. . . . . . . . . . . . . . . . .          (10,326,362)   (344,798)   (426,840)       964,821
                                                       ------------   ---------   ---------     ----------
Net increase (decrease) in net assets
 resulting from operations . . . . . . . . . .         $ 95,184,605   $ 147,764   $(371,292)    $1,261,816
                                                       ============   =========   =========     ==========
</TABLE>

See accompanying notes.

                                       42
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT U

                      STATEMENT OF OPERATIONS (CONTINUED)

                          YEAR ENDED DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                                         EQUITY      GLOBAL       EMERGING
                                                         INDEX        BOND     MARKETS EQUITY   GLOBAL EQUITY
                                                       SUBACCOUNT  SUBACCOUNT    SUBACCOUNT      SUBACCOUNT
                                                       ----------  ----------  --------------  ---------------
<S>                                                    <C>         <C>         <C>             <C>
Investment income:
 Distributions received from the portfolios of
  John Hancock Variable Series Trust I . . . .         $1,595,623  $ 301,616     $  111,088       $ 2,053
Expenses:
 Mortality and expense risks . . . . . . . . .            438,589     79,675         18,110         2,220
                                                       ----------  ---------     ----------       -------
Net investment income (loss) . . . . . . . . .          1,157,034    221,941         92,978          (167)
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain (loss). . . . . . . . . . .          2,844,802    (91,171)       374,074         4,949
 Net unrealized appreciation (depreciation)
  during the year. . . . . . . . . . . . . . .          1,736,131   (335,578)       614,528        55,890
                                                       ----------  ---------     ----------       -------
Net realized and unrealized gain (loss) on
  investments                                           4,580,933   (426,749)       988,602        60,839
                                                       ----------  ---------     ----------       -------
Net increase (decrease) in net assets
 resulting from operations . . . . . . . . . .         $5,737,967  $(204,808)    $1,081,580       $60,672
                                                       ==========  =========     ==========       =======
</TABLE>

<TABLE>
<CAPTION>
                                                                                 SMALL/MID    HIGH YIELD
                                                                     BOND INDEX   CAP CORE       BOND
                                                                     SUBACCOUNT  SUBACCOUNT   SUBACCOUNT
                                                                     ----------  ----------  ------------
<S>                                                                  <C>         <C>         <C>
Investment income:
 Distributions received from the portfolios of John Hancock
  Variable Series Trust I . . . . . . . . . . . . . . . . . . .       $ 21,398     $11,432      $14,029
Expenses:
 Mortality and expense risks. . . . . . . . . . . . . . . . . .          4,124         779        2,428
                                                                      --------     -------      -------
Net investment income . . . . . . . . . . . . . . . . . . . . .         17,274      10,653       11,601
Net realized and unrealized gain (loss) on investments:
 Net realized gain (loss) . . . . . . . . . . . . . . . . . . .        (13,991)      2,806         (674)
 Net unrealized appreciation (depreciation) during the year . .        (11,138)     (1,161)       1,864
                                                                      --------     -------      -------
Net realized and unrealized gain (loss) on investments  . . . .        (25,129)      1,645        1,190
                                                                      --------     -------      -------
Net increase (decrease) in net assets resulting from
  operations. . . . . . . . . . . . . . . . . . . . . . . . . .       $ (7,855)    $12,298      $12,791
                                                                      ========     =======      =======
</TABLE>

See accompanying notes.

                                       43
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT U

                      STATEMENTS OF CHANGES IN NET ASSETS

                      YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                              LARGE CAP GROWTH               SOVEREIGN BOND             INTERNATIONAL EQUITY
                                                 SUBACCOUNT                    SUBACCOUNT                 INDEX SUBACCOUNT
                                         ---------------------------   ---------------------------   ----------------------------
                                             1999           1998           1999           1998           1999            1998
                                         -------------  ------------   -------------  ------------   -------------  -------------
<S>                                      <C>            <C>            <C>            <C>            <C>            <C>
Increase (decrease) in net assets from
 operations:
 Net investment income . . . . . . . .   $ 49,970,489   $ 27,191,425   $ 15,633,228   $ 19,383,983   $  1,266,326    $  7,756,221
 Net realized gain (loss)  . . . . . .     19,920,990      9,023,907     (1,511,015)     1,608,419      1,290,069         519,894
 Net unrealized appreciation
  (depreciation) during the period . .     (3,444,964)    50,986,447    (20,005,513)    (2,353,679)    11,862,899       1,182,290
                                         ------------   ------------   ------------   ------------   ------------    ------------
Net increase (decrease) in net assets
 resulting from operations . . . . . .     66,446,515     87,201,779     (5,883,300)    18,638,723     14,419,294       9,458,405
From contractowner transactions:
 Net premiums from contractowners  . .     30,033,070     25,254,201      8,623,900     23,446,904      9,347,287       2,985,355
 Net benefits to contractowners  . . .    (60,365,166)   (36,707,482)   (50,094,581)   (45,255,823)   (16,543,791)    (11,327,940)
                                         ------------   ------------   ------------   ------------   ------------    ------------
Net decrease in net assets from
 contractowner transactions  . . . . .    (30,332,096)   (11,453,281)   (41,470,681)   (21,808,919)    (7,196,504)     (8,342,585)
                                         ------------   ------------   ------------   ------------   ------------    ------------
Net increase (decrease) in net assets      36,114,419     75,748,498    (47,353,981)    (3,170,196)     7,222,790       1,115,820
Net assets at beginning of period  . .    316,315,769    240,567,271    280,967,846    284,138,042     55,019,009      53,903,189
                                         ------------   ------------   ------------   ------------   ------------    ------------
Net assets at end of period  . . . . .   $352,430,188   $316,315,769   $233,613,865   $280,967,846   $ 62,241,799    $ 55,019,009
                                         ============   ============   ============   ============   ============    ============
</TABLE>


<TABLE>
<CAPTION>
                                                    SMALL CAP GROWTH        INTERNATIONAL BALANCED          MID CAP GROWTH
                                                       SUBACCOUNT                 SUBACCOUNT                  SUBACCOUNT
                                                -------------------------   -----------------------   ---------------------------
                                                   1999          1998          1999         1998          1999           1998
                                                ------------  -----------   -----------  ----------   -------------  ------------
<S>                                             <C>           <C>           <C>          <C>          <C>            <C>
Increase (decrease) in net assets from
 operations:
 Net investment income (loss) . . . . . . . .   $ 2,379,637   $  (130,657)  $   94,783   $   93,932   $  6,269,378    $   745,382
 Net realized gain  . . . . . . . . . . . . .     1,146,721       804,150       21,897       51,929      2,939,455        961,578
 Net unrealized appreciation (depreciation)
  during the period . . . . . . . . . . . . .     4,105,638       820,136      (71,337)     118,489     17,963,888        745,129
                                                -----------   -----------   ----------   ----------   ------------   ------------
Net increase in net assets resulting from
 operations . . . . . . . . . . . . . . . . .     7,631,996     1,493,629       45,343      264,350     27,172,721      2,452,089
From contractowner transactions:
 Net premiums from contractowners . . . . . .    11,757,051     6,138,289      292,255      382,914     39,968,572      6,205,946
 Net benefits to contractowners . . . . . . .    (7,769,383)   (7,977,696)    (592,333)    (898,670)   (13,353,850)    (4,406,219)
                                                -----------   -----------   ----------   ----------   ------------    -----------
Net increase (decrease) in net assets from
 contractowner transactions . . . . . . . . .     3,987,668    (1,839,407)    (300,078)    (515,756)    26,614,722      1,799,727
                                                -----------   -----------   ----------   ----------   ------------    -----------
Net increase (decrease) in net assets . . . .    11,619,664      (345,778)    (254,735)    (251,406)    53,787,443      4,251,816
Net assets at beginning of period . . . . . .     9,928,937    10,274,715    1,579,447    1,830,853      9,553,252      5,301,436
                                                -----------   -----------   ----------   ----------   ------------    -----------
Net assets at end of period . . . . . . . . .   $21,548,601   $ 9,928,937   $1,324,712   $1,579,447   $ 63,340,695    $ 9,553,252
                                                ===========   ===========   ==========   ==========   ============    ===========
</TABLE>

See accompanying notes.

                                       44
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT U

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                           LARGE CAP VALUE                MONEY MARKET                    MID CAP VALUE
                                             SUBACCOUNT                    SUBACCOUNT                      SUBACCOUNT
                                     ---------------------------   ---------------------------   --------------------------------
                                         1999           1998           1999           1998           1999              1998
                                     -------------  ------------   -------------  ------------   --------------  ----------------
<S>                                  <C>            <C>            <C>            <C>            <C>             <C>
Increase (decrease) in net assets
 from operations:
 Net investment income (loss)  . .   $    529,367   $    408,130   $  2,932,874   $  2,545,216   $     (52,634)   $       (65,591)
 Net realized gain (loss)  . . . .      1,106,093        559,557             --             --        (841,005)           105,604
 Net unrealized appreciation
  (depreciation) during the period     (1,506,045)      (303,867)            --             --       1,099,061         (1,627,787)
                                     ------------   ------------   ------------   ------------   -------------    ---------------
Net increase (decrease) in net
 assets resulting from operations         129,415        663,820      2,932,874      2,545,216         205,422         (1,587,774)
From contractowner transactions:
 Net premiums from contractowners       8,634,490      3,404,616     98,346,014     75,350,823       1,135,832          6,100,376
 Net benefits to contractowners. .     (9,024,265)    (2,750,453)   (83,092,604)   (59,496,549)     (3,909,567)        (5,976,485)
                                     ------------   ------------   ------------   ------------   -------------    ---------------
Net increase (decrease) in net
 assets from contractowner
 transactions. . . . . . . . . . .       (389,775)       654,163     15,253,410     15,854,274      (2,773,735)           123,891
                                     ------------   ------------   ------------   ------------   -------------    ---------------
Net increase (decrease) in net
 assets. . . . . . . . . . . . . .       (260,360)     1,317,983     18,186,284     18,399,490      (2,568,313)        (1,463,883)
Net assets at beginning of period       9,894,762      8,576,779     77,599,876     59,200,386       8,794,233         10,258,116
                                     ------------   ------------   ------------   ------------   -------------    ---------------
Net assets at end of period  . . .   $  9,634,402   $  9,894,762   $ 95,786,160   $ 77,599,876   $   6,225,920    $     8,794,233
                                     ============   ============   ============   ============   =============    ===============
</TABLE>

<TABLE>
<CAPTION>
                                            SMALL/MID CAP              REAL ESTATE EQUITY                GROWTH & INCOME
                                          GROWTH SUBACCOUNT                SUBACCOUNT                      SUBACCOUNT
                                     ---------------------------   ---------------------------   --------------------------------
                                         1999           1998           1999           1998            1999              1998
                                     -------------  ------------   -------------  ------------   ---------------  ---------------
<S>                                  <C>            <C>            <C>            <C>            <C>              <C>
Increase (decrease) in net assets
 from operations:
 Net investment income . . . . . .   $  3,185,033   $    117,693   $  2,759,375   $  3,525,479   $  106,505,912    $   87,228,519
 Net realized gain . . . . . . . .        486,820        944,965         29,474      2,853,085       53,547,849        40,149,891
 Net unrealized appreciation
  (depreciation) during the
  period . . . . . . . . . . . . .     (2,857,487)       111,932     (4,558,409)   (22,556,848)     (20,496,572)      102,498,346
                                     ------------   ------------   ------------   ------------   --------------    --------------
Net increase (decrease) in net
 assets resulting from
 operations. . . . . . . . . . . .        814,366      1,174,590     (1,769,560)   (16,178,284)     139,557,189       229,876,756
From contractowner transactions:
 Net premiums from
  contractowners . . . . . . . . .      3,441,883      1,875,041      1,759,211      3,206,985       38,650,575        45,333,968
 Net benefits to contractowners. .    (11,822,060)   (10,699,139)   (17,747,215)   (20,086,827)    (141,058,513)     (119,639,452)
                                     ------------   ------------   ------------   ------------   --------------    --------------
Net decrease in net assets from
 contractowner transactions. . . .     (8,380,177)    (8,824,098)   (15,988,004)   (16,879,842)    (102,407,938)      (74,305,484)
                                     ------------   ------------   ------------   ------------   --------------    --------------
Net increase (decrease) in net
 assets. . . . . . . . . . . . . .     (7,565,811)    (7,649,508)   (17,757,564)   (33,058,126)      37,149,251       155,571,272
Net assets at beginning of period      30,175,011     37,824,519     64,504,987     97,563,113    1,000,947,752       845,376,480
                                     ------------   ------------   ------------   ------------   --------------    --------------
Net assets at end of period  . . .   $ 22,609,200   $ 30,175,011   $ 46,747,423   $ 64,504,987   $1,038,097,003    $1,000,947,752
                                     ============   ============   ============   ============   ==============    ==============
</TABLE>

See accompanying notes.

                                       45
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT U

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                                              SHORT-TERM BOND              SMALL CAP VALUE
                                             MANAGED SUBACCOUNT                  SUBACCOUNT                   SUBACCOUNT
                                       -------------------------------   ---------------------------   --------------------------
                                            1999             1998            1999           1998          1999           1998
                                       ---------------  ---------------  -------------  -------------  ------------  ------------
<S>                                    <C>              <C>              <C>            <C>            <C>           <C>
Increase (decrease) in net assets
 from operations:
 Net investment income (loss)  . . .   $  105,510,967   $  112,285,168   $    492,562   $    428,021   $    55,548    $   (63,213)
 Net realized gain (loss)  . . . . .       38,904,825       27,895,126       (156,229)        31,379      (558,358)       122,977
 Net unrealized appreciation
  (depreciation) during the period .      (49,231,187)      82,785,078       (188,569)       (81,976)      131,518       (869,828)
                                       --------------   --------------   ------------   ------------   -----------    -----------
Net increase (decrease) in net assets
 resulting from operations . . . . .       95,184,605      222,965,372        147,764        377,424      (371,292)      (810,064)
From contractowner transactions:
 Net premiums from contractowners  .       31,930,380       40,011,484      4,802,007     11,757,019     2,107,097      4,654,942
 Net benefits to contractowners  . .     (199,638,746)    (167,062,420)    (6,460,778)    (7,702,159)   (3,326,400)    (3,535,299)
                                       --------------   --------------   ------------   ------------   -----------    -----------
Net increase (decrease) in net assets
 from contractowner transactions . .     (167,708,366)    (127,050,936)    (1,658,771)     4,054,860    (1,219,303)     1,119,643
                                       --------------   --------------   ------------   ------------   -----------    -----------
Net increase (decrease) in net assets     (72,523,761)      95,914,436     (1,511,007)     4,432,284    (1,590,595)       309,579
Net assets at beginning of period  .    1,356,962,808    1,261,048,372     10,941,008      6,508,724     7,548,220      7,238,641
                                       --------------   --------------   ------------   ------------   -----------    -----------
Net assets at end of period  . . . .   $1,284,439,047   $1,356,962,808   $  9,430,001   $ 10,941,008   $ 5,957,625    $ 7,548,220
                                       ==============   ==============   ============   ============   ===========    ===========
</TABLE>





<TABLE>
<CAPTION>
                                           INTERNATIONAL OPPORTUNITIES          EQUITY INDEX                 GLOBAL BOND
                                                   SUBACCOUNT                    SUBACCOUNT                   SUBACCOUNT
                                           ----------------------------  ---------------------------   --------------------------
                                               1999           1998           1999           1998          1999           1998
                                           -------------  -------------  -------------  -------------  ------------  ------------
<S>                                        <C>            <C>            <C>            <C>            <C>           <C>
Increase (decrease) in net assets from
 operations:
 Net investment income (loss)  . . . . .   $   296,995    $   (20,289)   $  1,157,034   $    434,639   $   221,941    $   247,291
 Net realized gain (loss)  . . . . . . .       171,907        179,802       2,844,802      2,604,544       (91,171)       116,276
 Net unrealized appreciation
  (depreciation) during the period . . .       792,914        335,531       1,736,131      2,092,450      (335,578)        (5,099)
                                           -----------    -----------    ------------   ------------   -----------    -----------
Net increase (decrease) in net assets
 resulting from operations . . . . . . .     1,261,816        495,044       5,737,967      5,131,633      (204,808)       358,468
From contractowner transactions:
 Net premiums from contractowners  . . .     1,210,088      2,500,004      19,934,330     15,404,918     2,103,632      9,259,189
 Net benefits to contractowners  . . . .    (1,333,832)    (2,274,545)    (14,330,381)   (11,721,106)   (5,298,907)    (5,006,441)
                                           -----------    -----------    ------------   ------------   -----------    -----------
Net increase (decrease) in net assets
 from contractowner transactions . . . .      (123,744)       225,459       5,603,949      3,683,812    (3,195,275)     4,252,748
                                           -----------    -----------    ------------   ------------   -----------    -----------
Net increase (decrease) in net assets  .     1,138,072        720,503      11,341,916      8,815,445    (3,400,083)     4,611,216
Net assets at beginning of period  . . .     4,141,368      3,420,865      25,841,968     17,026,523     7,750,187      3,138,971
                                           -----------    -----------    ------------   ------------   -----------    -----------
Net assets at end of period  . . . . . .   $ 5,279,440    $ 4,141,368    $ 37,183,884   $ 25,841,968   $ 4,350,104    $ 7,750,187
                                           ===========    ===========    ============   ============   ===========    ===========
</TABLE>



See accompanying notes.

                                       46

<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT U

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                         EMERGING MARKETS           GLOBAL             BOND INDEX
                         EQUITY SUBACCOUNT    EQUITY SUBACCOUNT        SUBACCOUNT
                        --------------------  ------------------   -------------------
                           1999       1998*     1999       1998*     1999       1998*
                        ------------  ------  ----------  -------  ----------  -------
<S>                     <C>           <C>     <C>         <C>      <C>         <C>
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss). . . . . . .   $    92,978   $    1  $   (167)   $    3   $  17,274    $   16
 Net realized gain
  (loss). . . . . . .       374,074       --     4,949        --     (13,991)       --
 Net unrealized
  appreciation
  (depreciation)
  during the period .       614,528       27    55,890       114     (11,138)      (21)
                        -----------   ------  --------    ------   ---------    ------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .     1,081,580       28    60,672       117      (7,855)       (5)
From contractowner
 transactions:
 Net premiums from
  contractowners. . .     7,898,439    3,156   535,449     4,980     989,794     1,140
 Net benefits to
  contractowners. . .    (5,669,815)      --   (71,047)       --    (687,960)       --
                        -----------   ------  --------    ------   ---------    ------
Net increase in net
 assets from
 contractowner
 transactions . . . .     2,228,624    3,156   464,402     4,980     301,834     1,140
                        -----------   ------  --------    ------   ---------    ------
Net increase in net
 assets . . . . . . .     3,310,204    3,184   525,074     5,097     293,979     1,135
Net assets at
 beginning of period          3,184        0     5,097         0       1,135         0
                        -----------   ------  --------    ------   ---------    ------
Net assets at end of
 period . . . . . . .   $ 3,313,388   $3,184  $530,171    $5,097   $ 295,114    $1,135
                        ===========   ======  ========    ======   =========    ======
</TABLE>





<TABLE>
<CAPTION>
                                       SMALL/MID             HIGH YIELD
                                  CAP CORE SUBACCOUNT     BOND SUBACCOUNT
                                  --------------------  --------------------
                                    1999       1998*      1999        1998*
                                  ----------  --------  ----------  -----------
<S>                               <C>         <C>       <C>         <C>
Increase (decrease) in net
 assets from operations:
 Net investment income (loss) .   $  10,653   $    (8)  $  11,601    $  1,307
 Net realized gain (loss) . . .       2,806        --        (674)         (1)
 Net unrealized appreciation
  (depreciation) during the
  period. . . . . . . . . . . .      (1,161)      906       1,864        (920)
                                  ---------   -------   ---------    --------
Net increase (decrease) in net
 assets resulting from
 operations . . . . . . . . . .      12,298       898      12,791         386
From contractowner transactions:
 Net premiums from
  contractowners. . . . . . . .     256,285    22,937     590,592     209,432
 Net benefits to contractowners    (156,272)       --    (225,175)         --
                                  ---------   -------   ---------    --------
Net increase (decrease) in net
 assets from contractowner
 transactions . . . . . . . . .     100,013    22,937     365,417     209,432
                                  ---------   -------   ---------    --------
Net increase (decrease) in net
 assets . . . . . . . . . . . .     112,311    23,835     378,208     209,818
Net assets at beginning of
 period . . . . . . . . . . . .      23,835         0     209,818           0
                                  ---------   -------   ---------    --------
Net assets at end of period . .   $ 136,146   $23,835   $ 588,026    $209,818
                                  =========   =======   =========    ========
</TABLE>



---------
*  From May 1, 1998 (commencement of operations).

See accompanying notes.

                                       47
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT U

                         NOTES TO FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

1. ORGANIZATION

  John Hancock Variable Annuity Account U (the Account) is a separate investment
account of John Hancock Mutual Life Insurance Company (JHMLICO or John Hancock).
The Account was formed to fund variable annuity contracts (Contracts) issued by
JHMLICO. Currently, the Account funds the Accommodator, Independence and Company
Class Annuity Contracts. The Account is operated as a unit investment trust
registered under the Investment Company Act of 1940, as amended, and currently
consists of twenty-three subaccounts. The assets of each subaccount are invested
exclusively in shares of a corresponding Portfolio of John Hancock Variable
Series Trust I (the Fund). New subaccounts may be added as new Portfolios are
added to the Fund or as other investment options are developed and made
available to contractowners. The twenty-three Portfolios of the Fund which are
currently available are the Large Cap Growth, Sovereign Bond, International
Equity Index, Small Cap Growth, International Balanced, Mid Cap Growth, Large
Cap Value, Money Market, Mid Cap Value, Small/Mid Cap Growth (formerly,
Diversified Mid Cap Growth), Real Estate Equity, Growth & Income, Managed,
Short-Term Bond, Small Cap Value, International Opportunities, Equity Index,
Global Bond (formerly, Strategic Bond), Emerging Markets Equity, Global Equity,
Bond Index, Small/Mid Cap CORE and High Yield Bond Portfolios. Each Portfolio
has a different investment objective.

  The assets of the Account are the property of JHMLICO. The portion of the
Account's assets applicable to the Contracts may not be charged with liabilities
arising out of any other business JHMLICO may conduct.

2. SIGNIFICANT ACCOUNTING POLICIES

 Estimates

  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

 Valuation of Investments

  Investment in shares of the Fund are valued at the reported net asset value of
the respective Portfolios. Investment transactions are recorded on the trade
date. Dividend income is recognized on the ex-dividend date. Realized gains and
losses on sales of Fund shares are determined on the basis of identified cost.

 Federal Income Taxes

  The operations of the Account are included in the federal income tax return of
JHMLICO, which is taxed as a life insurance company under the Internal Revenue
Code. JHMLICO has the right to charge the Account any federal income taxes, or
provisions for federal income taxes, attributable to the operations of the
Account or to the Contracts funded in the Account. Currently, John Hancock does
not make a charge for income or other taxes. JHMLICO retains the right to charge
the Account for any federal income taxes arising from changes in the tax law.
Charges for state and local taxes, if any, attributable to the Account may also
be made.

 Expenses

  JHMLICO assumes mortality and expense risks of the Contracts and provides
administrative services to the Account for which asset charges are deducted at
an annual rate of 1.00% and 1.40% of net assets of the Accommodator and
Independence Contracts, respectively.
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT U

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
  JHMLICO makes certain other deductions from contractowner payments for premium
taxes, guaranteed minimum death benefit, sales charges on purchases
(Accommodator only) and the surrender fee and annual contract fee (Independence
only), which are accounted for as a reduction of net assets resulting from
contractowner transactions.

3. DETAILS OF INVESTMENTS

  The details of the shares owned and cost and value of investments in the
Portfolios of the Fund at December 31, 1999 were as follows:


<TABLE>
<CAPTION>
         SUBACCOUNT                   SHARES OWNED       COST            VALUE
         ----------                   ------------  --------------  ----------------
<S>                                   <C>           <C>             <C>
Large Cap Growth  . . . . . . . .      12,894,249   $  254,142,803   $  352,430,188
Sovereign Bond  . . . . . . . . .      25,606,555      253,562,999      233,613,865
International Equity Index. . . .       3,168,341       50,228,027       62,241,798
Small Cap Growth  . . . . . . . .       1,127,287       16,118,996       21,548,601
International Balanced. . . . . .         123,743        1,324,358        1,324,712
Mid Cap Growth  . . . . . . . . .       2,167,031       43,930,343       63,340,695
Large Cap Value . . . . . . . . .         714,152       10,353,939        9,634,402
Money Market  . . . . . . . . . .       9,578,616       95,786,161       95,786,161
Mid Cap Value . . . . . . . . . .         487,283        6,757,626        6,225,920
Small/Mid Cap Growth  . . . . . .       1,610,920       24,998,397       22,609,200
Real Estate Equity  . . . . . . .       4,074,209       52,269,126       46,747,423
Growth & Income . . . . . . . . .      51,875,496      774,430,665    1,038,097,002
Managed . . . . . . . . . . . . .      83,144,721    1,136,120,908    1,284,439,048
Short-Term Bond . . . . . . . . .         969,977        9,704,731        9,430,001
Small Cap Value . . . . . . . . .         545,714        6,464,014        5,957,625
International Opportunities . . .         347,964        4,236,488        5,279,440
Equity Index  . . . . . . . . . .       1,817,573       31,247,178       37,183,883
Global Bond . . . . . . . . . . .         443,034        4,700,269        4,350,105
Emerging Markets Equity . . . . .         270,211        2,698,833        3,313,388
Global Equity . . . . . . . . . .          43,690          474,168          530,171
Bond Index  . . . . . . . . . . .          31,671          306,272          295,114
Small/Mid Cap CORE  . . . . . . .          13,870          136,401          136,146
High Yield Bond . . . . . . . . .       4,700,270          587,083          588,027
</TABLE>



                                       49

<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT U

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
  Purchases, including reinvestment of dividend distributions, and proceeds from
sales of shares in the Portfolios of the Fund during 1999, were as follows:


<TABLE>
<CAPTION>
             SUBACCOUNT                PURCHASES        SALES
             ----------               ------------  --------------
<S>                                   <C>           <C>
Large Cap Growth  . . . . . . . . .   $ 63,219,566   $ 43,581,174
Sovereign Bond  . . . . . . . . . .     20,796,206     46,633,660
International Equity Index  . . . .      8,659,887     14,590,066
Small Cap Growth  . . . . . . . . .     11,887,907      5,520,603
International Balanced  . . . . . .        421,641        626,936
Mid Cap Growth  . . . . . . . . . .     39,883,950      6,999,850
Large Cap Value . . . . . . . . . .      8,597,260      8,457,667
Money Market  . . . . . . . . . . .     61,432,921     43,246,637
Mid Cap Value . . . . . . . . . . .        737,739      3,564,107
Small/Mid Cap Growth  . . . . . . .      6,239,521     11,434,663
Real Estate Equity  . . . . . . . .      3,940,667     17,169,295
Growth & Income . . . . . . . . . .    122,230,717    118,132,745
Managed . . . . . . . . . . . . . .    123,806,178    186,003,575
Short-Term Bond . . . . . . . . . .      5,590,417      6,756,625
Small Cap Value . . . . . . . . . .      1,879,583      3,043,338
International Opportunities . . . .      1,740,309      1,567,058
Equity Index  . . . . . . . . . . .     16,476,117      9,715,134
Global Bond . . . . . . . . . . . .      1,993,701      4,967,034
Emerging Markets Equity . . . . . .      7,684,664      5,363,061
Global Equity . . . . . . . . . . .        520,776         56,541
Bond Index  . . . . . . . . . . . .        988,195        669,088
Small/Mid Cap CORE  . . . . . . . .        272,083        161,417
High Yield Bond . . . . . . . . . .        604,987        227,968
</TABLE>

                                       50
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT U

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
4. NET ASSETS

  Accumulation shares attributable to net assets of contractowners and
accumulation share values for each subaccount at December 31, 1999 were as
follows:


<TABLE>
<CAPTION>
                                               ACCOMMODATOR                INDEPENDENCE               COMPANY CLASS
                                        --------------------------  --------------------------  ----------------------------
                                        ACCUMULATION  ACCUMULATION  ACCUMULATION  ACCUMULATION  ACCUMULATION   ACCUMULATION
         SUBACCOUNT                        SHARES     SHARE VALUES     SHARES     SHARE VALUES     SHARES      SHARE VALUES
         ----------                     ------------  ------------  ------------  ------------  ------------  --------------
<S>                                     <C>           <C>           <C>           <C>           <C>           <C>
Large Cap Growth  . . . . . . . .          166,041      $ 54.85       7,030,041      $48.81            --             --
Sovereign Bond  . . . . . . . . .        1,417,799        51.00       8,802,346       18.25        12,030        $ 57.97
International Equity Index. . . .           70,792        23.68       2,919,820       20.74            --             --
Small Cap Growth  . . . . . . . .           45,485        21.38         976,604       21.07            --             --
International Balanced. . . . . .            6,274        13.10          96,279       12.91            --             --
Mid Cap Growth  . . . . . . . . .          115,765        35.07       1,715,355       34.56            --             --
Large Cap Value . . . . . . . . .           46,760        15.93         566,333       15.70            --             --
Money Market  . . . . . . . . . .          715,041        25.57       5,546,414       13.91        12,800          29.07
Mid Cap Value . . . . . . . . . .           22,937        13.86         432,569       13.66            --             --
Small/Mid Cap Growth  . . . . . .           40,532        12.33       1,174,407       18.83            --             --
Real Estate Equity  . . . . . . .           52,726        20.41       2,279,947       20.03            --             --
Growth & Income . . . . . . . . .        1,577,363       212.57      16,490,810       42.42        13,453         241.64
Managed . . . . . . . . . . . . .          762,902        30.96      45,116,830       27.95            --             --
Short-Term Bond . . . . . . . . .           32,859        11.65         730,824       12.38            --             --
Small Cap Value . . . . . . . . .           22,918        12.14         474,891       11.96            --             --
International Opportunities . . .            9,550        16.29         319,153       16.05            --             --
Equity Index  . . . . . . . . . .           70,252        22.74       1,587,799       22.41            --             --
Global Bond . . . . . . . . . . .           34,953        11.98         339,429       11.80            --             --
Emerging Markets Equity . . . . .           15,155        16.64         184,714       16.57            --             --
Global Equity . . . . . . . . . .              629        12.67          41,397       12.61            --             --
Bond Index  . . . . . . . . . . .            4,722         9.65          25,962        9.61            --             --
Small/Mid Cap CORE  . . . . . . .               --        12.77          10,709       12.71            --             --
High Yield Bond . . . . . . . . .            1,166        10.29          56,202       10.25            --             --
</TABLE>



  The net assets attributable to JHMLICO, within the Company Class, represent
JHMLICO's funds deposited in the Account. At its discretion, these amounts may
be transferred by JHMLICO to its general account.

5. TRANSACTIONS WITH AFFILIATES

  John Hancock acts as the distributor, principal underwriter and investment
advisor for the Fund. Certain officers of the Account are officers and directors
of JHMLICO or the Fund.



                                       51

<PAGE>

                           PART C. OTHER INFORMATION

ITEM  24. FINANCIAL STATEMENTS AND EXHIBITS

  (a) Financial Statements

<TABLE>
   <C> <C> <S>
    1.     Condensed Financial Information (Part A)
    2.     Statement of Assets and Liabilities, John Hancock Variable Annuity
           Account U. (Part B)
    3.     Statement of Operations, John Hancock Variable Annuity Account U.
           (Part B)
    4.     Statement of Changes in Net Assets, John Hancock Variable Annuity
           Account U. (Part B)
    5.     Notes to Financial Statements, John Hancock Variable Annuity
           Account U. (Part B)
    6.     Statements of Financial Position, John Hancock Mutual Life
           Insurance Company. (Part B)
    7.     Summary of Operations and Changes in Policyholder's Contingency
           Reserves, John Hancock Mutual Life Insurance Company. (Part B)
    8.     Statement of Cash Flows, John Hancock Mutual Life Insurance Company.
           (Part B)
    9.     Notes to Financial Statements, John Hancock Mutual Life
           Insurance Company. (Part B)

  (b) Exhibits:

    1.     John Hancock Board Resolution establishing the Continuing
           Separate Account, dated January 14, 1985, included in Post-
           Effective Amendment No. 37 to this File No. 2-38827, filed April
           26, 1995.
    2.     Not Applicable.
    3.     Form of Distribution Agreement and Servicing by and among John
           Hancock Distributors, Inc., John Hancock Mutual Life Insurance
           Company, and John Hancock Variable Life Insurance Company,
           incorporated by reference from Pre-Effective Amendment No. 2 to Form
           S-6 Registration Statement for John Hancock Variable Life Account S
           (File No. 333-15075) filed April 23, 1997.
    4. (a) Form of periodic payment deferred annuity contract (80-70),
           included in Post-Effective Amendment No. 17 to Form N-1
           Registration Statement of John Hancock Variable Account A (File
           No. 2-38827) filed in December, 1979.
       (b) Form of single premium deferred annuity contract (78-71),
           included in Post-Effective Amendment No. 14 to Form N-1
           Registration Statement of John Hancock Variable Account A (File
           No. 2-38827) filed in April, 1978.
       (c) Form of single premium immediate annuity contract (80-72),
           included in Post-Effective Amendment No. 17 to Form N-1
           Registration Statement of John Hancock Variable Account A (File
           No. 2-38827) filed in December, 1979.
       (d) Forms of endorsement (92-8 and 92-9) for periodic premium
           deferred annuity contracts to reflect separate account
           restructuring, included in Post-Effective Amendment No. 37 to
           this File No. 2-38827, filed April 26, 1995.
</TABLE>

                                      C-1
<PAGE>

<TABLE>
   <C> <C> <S>
       (e) Form of endorsement (92-10) for single premium deferred annuity
           contract to reflect separate account restructuring, included in
           Post-Effective Amendment No. 37 to this File No. 2-38827, filed
           April 26, 1996.
       (f) Forms of endorsement (92-11, 92-12 and 92-13) for single premium
           immediate annuity contracts to reflect separate account
           restructuring, included in Post-Effective Amendment No. 37 to
           this File No. 2-38827, filed April 26, 1996.
       (g) Forms of endorsement (92-7) containing distribution provisions
           applicable to certain plans, included in Post-Effective
           Amendment No. 37 to this File No. 2-38827, filed April 26, 1996.
    5. (a) Form of periodic premium deferred annuity contract application
           (80-70), included in Post-Effective Amendment No. 17 to Form N-1
           Registration Statement of John Hancock Variable Account A (File
           No. 2-38827) filed in December, 1979.
       (b) Form of single premium deferred annuity contract application
           (78-71), included in Post-Effective Amendment No. 14 to Form N-1
           Registration Statement of John Hancock Variable Account A (File
           No. 2-38827) filed in April, 1978.
       (c) Form of single premium immediate annuity contract application
           (80-72), included in Post-Effective Amendment No. 17 to Form N-1
           Registration Statement of John Hancock Variable Account A (File
           No. 2-38827) filed in December, 1979.
    6.     Charter and By-Laws of John Hancock Mutual Life Insurance
           Company, included in Post-Effective Amendment No. 27 to Form N-4
           Registration Statement of John Hancock Variable Annuity Account
           U (File No. 2-38827) filed on December 11, 1986.
    7.     Not Applicable.
    8.     Not Applicable.
    9.     Opinion and Consent of Counsel as to legality of interests being
           offered, included in Post-Effective Amendment No. 28 to the Form
           N-4 Registration Statement of John Hancock Variable Annuity
           Account U (File No. 2-38827) filed February 2, 1987.
   10. (a) Representation of Counsel Pursuant to Rule 485(b).
       (b) Consent of Independent Auditor.
   11.     Not Applicable
   12.     Not Applicable.
   13.     Diagram of Subsidiaries of John Hancock Mutual Life Insurance
           Company, incorporated by reference from Post-Effective Amendment
           No. 5 to the Form N-4 Registration Statement of John Hancock Variable
           Annuity Account H (File No. 333-08345) filed April 28, 1999.
   14.     Power of Attorney of Robert J. Tarr, Jr., incorporated by reference
           from Post-Effective Amendment No. 4 to Registration Statement of John
           Hancock Mutual Variable Life Account UV (File No. 33-63900) filed
           April 23, 1997. Copy of Power of Attorney for Michael C. Hawley filed
           on April 30, 1997. Copies of Powers of Attorney for all other
           directors, included in Post-Effective Amendment No. 37 to this File
           No. 2-38827, filed April 26, 1996.
</TABLE>

                                      C-2
<PAGE>

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

DIRECTORS

<TABLE>
<CAPTION>
NAME                        POSITION WITH DEPOSITOR
----                        -----------------------
<S>                         <C>
Samuel W. Bodman........... Director
Nelson S. Gifford.......... Director
Wayne A. Budd.............. Director, Executive Vice President and General
                             Counsel
E. James Morton............ Director
John M. Connors, Jr........ Director
Stephen L. Brown........... Chairman of the Board
Richard F. Syron........... Director
Michael C. Hawley.......... Director
I. MacAllister Booth....... Director
Robert J. Tarr, Jr......... Director
David F. D'Alessandro...... President and Chief Executive Officer
Robert E. Fast............. Director
Foster L. Aborn............ Director
Kathleen F. Feldstein...... Director
Judith A. McHale........... Director

EXECUTIVE OFFICERS OTHER THAN DIRECTORS

Thomas  E. Moloney......... Chief Financial Officer
Derek Chilvers............. Chairman and Chief Executive Officer of John Hancock
                            International Holdings, Inc.
John M. DeCiccio........... Executive Vice President and Chief Investment
                            Officer
Maureen R. Ford............ President, Broker-Dealer Distribution and Financial
                            Advisory Network
Kathleen M. Graveline...... Executive Vice President-Retail
Barry J. Rubenstein........ Vice President, Counsel and Secretary
</TABLE>

  All of the above-named officers and directors can be contacted at the fol-
lowing business address: John Hancock Mutual Life Insurance Company, John Han-
cock Place, P.O. Box 111, Boston, MA 02117.

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

  Registrant is a separate account of JHLICO, operated as a unit invest-
ment trust. Registrant supports benefits payable under JHLICO's variable
annuity contracts by investing assets allocated to various investment options in
shares of John Hancock Variable Series Trust I (the "Trust") which is a "series"
type of mutual fund registered under the Investment Company Act of 1940 (the
"Act") as an open-end management investment company. The Registrant and other
separate accounts of John Hancock and JHLICO own contolling interests of the
Trust's outstanding shares. The purchasers of variable annuity and variable
life insurance contracts, in connection with which the Trust is used, will have
the opportunity to instruct John Hancock and JHLICO with respect to the voting
of the shares of the Series Fund held by Registrant as to certain matters.
Subject to the voting instructions, JHLICO directly controls Registrant.

  A diagram of the subsidiaries John Hancock is incorporated by reference from
Exhibit 13 to Post Effective Amendment No. 5 to the Form N-4 Registration
Statement of John Hancock Variable Annuity Account H (File No. 333-08345) filed
April 28, 1999. All such subsidiaries are included in John Hancock's consoli-
dated financial statements.

                                      C-3
<PAGE>

ITEM 27. NUMBER OF CONTRACT OWNERS

  As of September 30, 2000, the number of Contract Owners of variable annuity
contracts offered by Account was 158,599.

ITEM 28. INDEMNIFICATION

  Article 9 of the By-Laws of John Hancock provides indemnification to each
present and former director, officer, and employee of John Hancock against
litigation expenses and liabilities incurred while acting as such, subject to
limitations of law, including under the Act. No indemnification shall be paid
if a director or officer is finally adjudicated not to have acted in good
faith in the reasonable belief that his action was in the best interest of
John Hancock. John Hancock may pay expenses incurred in defending an action or
claim in advance of its final disposition, but only upon receipt of an under-
taking by the person indemnified to repay such amounts if he or she should be
determined not be entitled to indemnification.

  Reference is made to Article VI of the ByLaws of the Fund, filed as Exhibit
2 to Post Effective Amendment No. 2 to the Fund's Registration Statement (File
No. 33-2081) dated April 12, 1988, which provides that the Fund shall indem-
nify or advance any expenses to the trustees, shareholders, officers, or em-
ployees of the Fund to the extent set forth in the Declaration of Trust.

  Sections 6.3 through 6.17 of the Declaration of Trust, included as Exhibit 1
to the Fund's Post Effective Amendment No. 2, relate to the indemnification of
trustees, shareholders, officers, and employees. It is provided that the Fund
shall indemnify any trustee made a party to any proceeding by reason of serv-
ice in that capacity if the trustee (a) acted in good faith and (b) reasonably
believed, (1) in the case of conduct in the trustee's official capacity with
the Fund, that the conduct was in the best interest of the Fund and (2) in all
other cases, that the conduct was at least not opposed to the best interests
of the Fund, and (c) in the case of any criminal proceeding, the Fund shall
indemnify the trustee if the trustee acted in good faith and had no reasonable
cause to believe that the conduct was unlawful. Indemnification may not be
made by the Fund unless authorized in each case by a determination by the
Board of Trustees or by special legal counsel or by the shareholders. Neither
indemnification nor advancement of expenses may be made if the trustee or of-
ficer has incurred liability by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of duties involved in the conduct of
his office ("Disabling Conduct"). The means for determining whether indemnifi-
cation shall be made shall be (1) a final decision on the merits by a court or
other body before whom the proceeding was brought that the person to be indem-
nified was not liable by reason of Disabling Conduct or (2) in the absence of
such a decision, a reasonable determination, based upon a review of the facts,
that such person was not liable by reason of Disabling Conduct. Such latter
determination may be made either (a) by the vote of a majority of a quorum of
Trustees of the Fund who are neither "interested" persons of the Fund (as de-
fined in the Act) nor parties to the proceeding or (b) by an independent legal
counsel in a written opinion. The advancement of legal expenses may not occur
unless the trustee or officer agrees to repay the advance (unless it is ulti-
mately determined that he is entitled to indemnification) and at least one of
three conditions is satisfied: (1) he provides security for his agreement to
repay, (2) the Fund is insured against loss by reason of lawful advances, or
(3) a majority of a quorum of the Trustees of the Fund who are not interested
persons and are not parties to the proceedings, or independent counsel in a
written opinion, determine that there is reason to believe that the trustee or
officer will be found entitled to indemnification.

  Similar types of provisions dealing with the indemnification of the Fund's
officers and trustee are hereby incorporated by reference from documents pre-
viously filed with the Commission, specifically, Section 14 of the Investment
Management Agreement by and between John Hancock Variable Series Trust I and
John Hancock Mutual Life Insurance Company (Exhibit 5.f. to Post-Effective
Amendment No. 4 to the Registration Statement of the Fund (File No. 33-2081)
dated April, 1989), Section 14 of the Investment Management Agreement by and
between John Hancock Variable Series Trust I and John Hancock Mutual Life In-
surance Company (Exhibit 5.a. to the Registration Statement (File No. 33-2081)

                                      C-4
<PAGE>


dated December 11, 1985), Section 14 of Investment Management Agreement by and
between John Hancock Variable Series Trust I and John Hancock Mutual Life In-
surance Company (Exhibit 5.g. to Post-Effective Amendment No. 9 to the Regis-
tration Statement of the Fund (File No. 33-2081) dated March 2, 1994), Section
14 of the Investment Management Agreement By and Between John Hancock Variable
Series Trust I and John Hancock Mutual Life Insurance Company (Exhibit 5.k. to
Post-Effective Amendment No. 13 to the Fund's Registration Statement (File No.
33-2081) dated April 30, 1996), Section 14 of the Investment Management
Agreement By and Between John Hancock Variable Series Trust I and John Hancock
Mutual Life Insurance Company (Exhibit 5.v. to Post-Effective Amendment No. 19
to the Fund's Registration Statement (File No. 3-2081) dated April __, 1998,
Section 7 of the Underwriting and Administrative Services Agreement by and
between John Hancock Variable Series Trust I and John Hancock Mutual Life
Insurance Company (Exhibit 6 to Post-Effective Amendment No. 4 to the
Registration Statement of the Fund (File No. 33-2081) dated April, 1989),
Section 15 of the Transfer Agency Agreement by and between John Hancock Variable
Series Trust I and John Hancock Mutual Life Insurance Company (Exhibit 9 to Pre-
Effective Amendment No. 1 to the Registration Statement of the Fund (File No.
33-2081) dated March 13, 1986), and Section 6 of the Underwriting and Indemnity
Agreement By and Among John Hancock Series Trust, John Hancock Distributors,
Inc., and John Hancock Mutual Life Insurance Company (Exhibit 6.b. to Post-
Effective Amendment No. 14 to Form N-1A Registration Statement of the Fund (File
No. 33-2081) filed February 28, 1997).

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

ITEM 29. PRINCIPAL UNDERWRITERS

  (a) John Hancock Distributors, Inc., is also the principal underwriter for the
Fund and John Hancock Variable Annuity Account V and I and John Hancock Variable
Life Ac-counts U, V, and S and John Hancock Mutual Variable Life Insurance
Account UV.

  (b) Reference is made to the response to Item 25, above.

  (c) The information under "Distribution Agreement and Other Services--Dis-
tribution Agreement" in the statement of additional information forming a part
of this registration statement is incorporated herein by reference.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

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

  John Hancock Distributors, Inc., John Hancock Place, Boston, Massachusetts,
02117, serves as Registrant's distributor and principal underwriter, and in such
capacities, keeps records regarding shareholders account records and cancelled
stock certificates. John Hancock (at the same address), in its capacity as
Registrant's depositor, investment adviser, and transfer agent, keeps all other
records required by Section 31(a) of the Act.

ITEM 31. MANAGEMENT SERVICES

  Not applicable.

ITEM 32. UNDERTAKINGS AND REPRESENTATIVES

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

  (b) Registrant hereby undertakes to include as part of any application to
purchase a Contract offered by the prospectus a space that an applicant can
check to request a Statement of Additional Information.

                                      C-5
<PAGE>

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

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

   (e) John Hancock Mutual 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.

                                      C-6
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the John
Hancock Life Insurance Company has duly caused this Post-Effective
Amendment to the 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
1st day of November, 2000.

                              JOHN HANCOCK LIFE
                              INSURANCE COMPANY

(SEAL)


                         By              /s/ DAVID F. D'ALESSANDRO
                                         -------------------------
                                             David F. D'Alessandro
                                              President and Chief Executive
                                               Officer



Attest:  /s/ Ronald J. Bocage
         ----------------------
         Ronald J. Bocage
           Vice President and
                 Counsel

<PAGE>

    Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities with John Hancock Life Insurance
Company and on the dates indicated.


  SIGNATURE                    TITLE                            DATE
  ---------                    -----                            ----



                               Executive Vice President
                               and Chief Financial Officer
                               (Principal Financial Officer
/s/ THOMAS E. MOLONEY          and Acting Principal Accounting
----------------------         Officer)
Thomas E. Moloney                                               November 1, 2000


                               President and Chief Executive
                               Officer
/s/ DAVID F. D'ALESSANDRO      (Principal Executive Officer)
---------------------------
David F. D'Alessandro
For himself and as Attorney-in-Fact
                                                                November 1, 2000



FOR: Foster L. Aborn           Director

     Stephen L. Brown          Chairman
     Nelson S. Gifford         Director  E. James Morton         Director
     John M. Connors           Director  Robert E. Fast          Director
     Robert J. Tarr, Jr.       Director  Samuel W. Bodman        Director
     I. MacAllister Booth      Director  Kathleen F. Feldstein   Director
     Michael C. Hawley         Director  Richard F. Syron        Director
                                         Wayne A. Budd           Director
                                         Edward H. Linde         Director



<PAGE>


      Pursuant to the requirements of the Securities Act of 1933, the
Registrant, certifies that it meets all of the requirements for effectiveness of
this Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Post-Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, and its seal to be hereunto fixed and attested, all in the City of
Boston and Commonwealth of Massachusetts on the 1st day of November, 2000.


                          On behalf of the Registrant

                    By John Hancock Life Insurance Company
                                  (Depositor)



(SEAL)



                                 By        /s/ DAVID F. D'ALESSANDRO
                                           -------------------------
                                           David F. D'Alessandro
                                            President and Chief Executive
                                              Officer


Attest:    /s/ Ronald J. Bocage
           ----------------------
           Ronald J. Bocage
            Vice President and Counsel


<PAGE>

                                LIST OF EXHIBITS

                                    FORM N-4

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT U

EXHIBITS

10.(a) Representation of Counsel pursuant to Rule 485(b)

10.(b) Consent of Independent Auditors



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