HANCOCK JOHN MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV
497, 1999-05-28
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<PAGE>

                           PROSPECTUS DATED MAY 3, 1999

                           ANNUAL PREMIUM VARIABLE LIFE

                scheduled premium variable life insurance policies
                                    issued by

           JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY ("JOHN HANCOCK")



                        JOHN HANCOCK LIFE SERVICING OFFICE
                        ----------------------------------
                                 EXPRESS DELIVERY
                                 ----------------
                              529 Main Street (X-4)
                              Charlestown, MA 02129
                                    U.S. MAIL
                                    ---------
                                   P.O. Box 111
                                 Boston, MA 02117
                   PHONE: 1-800-732-5543 / FAX: 1-617-886-3048





        The policies provide the following 7 variable investment options:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
                  VARIABLE INVESTMENT OPTION                                      MANAGED BY
                  --------------------------                                      ----------
<S>                                                              <C>
  Managed. . . . . . . . . . . . . . . . . . . . . . . . . . .   Independence Investment Associates, Inc.
  Growth & Income  . . . . . . . . . . . . . . . . . . . . . .   Independence Investment Associates, Inc.
  Large Cap Growth . . . . . . . . . . . . . . . . . . . . . .   Independence Investment Associates, Inc.
  Real Estate Equity . .                                         Independence Investment Associates, Inc.
  International Equity Index . . . . . . . . . . . . . . . .     Independence International Associates, Inc.
  Sovereign Bond . . . . . . . . . . . . . . . . . . . . . .     John Hancock Advisers, Inc.
  Money Market . . . . .                                         John Hancock Mutual Life Insurance Company
- --------------------------------------------------------------------------------------------------------------
</TABLE>


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

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

                             GUIDE TO THIS PROSPECTUS

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

  This prospectus is arranged in the following way:

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

     . Behind the Basic Information section are illustrations of
       hypothetical policy benefits that help clarify how the policy works.
       These start on page 16.

     . Behind the illustrations is a section called "Additional Information"
       that gives more details about the policy. It generally does not
                                                                   ---
       repeat information that is in the Basic Information section. A table
       of contents for the Additional Information section appears on page
       27.

     . Behind the Additional Information section are the financial
       statements for John Hancock and Separate Account UV. These start on
       page 37.

     . Finally, there is an Alphabetical Index of Key Words and Phrases at
       the back of the prospectus on page 76.

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

                                    **********

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

                                       2

<PAGE>

                                BASIC INFORMATION

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

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

<TABLE>
<CAPTION>
Question                                                   Pages to See
- --------                                                   ------------
<S>                                                        <C>
 .What is the policy?.......................................     4
 .Who owns the policy?......................................     4
 .How can I invest money in the policy?.....................     5
 .How much must I invest?...................................     5
 .What happens to my remaining policy value if the policy
 lapses?...................................................     6
 .How will the value of my investment in the policy change
 over time?................................................     6-7
 .Will I receive annual dividends?..........................     7-8
 .What charges will John Hancock deduct from my investment
 in the policy?............................................     8-9
 .What charges will the Trust deduct from my investment in
  the policy?..............................................     9-10
 .What other charges could John Hancock impose in the
 future?...................................................     10
 .How can I change my policy's investment allocations?......     10
 .How can I access my investment in the policy?.............     11-12
 .How much will John Hancock pay when the insured person
 dies?.....................................................     12
 .Can I cancel my policy after it's issued?.................     13
 .Can I choose the form in which John Hancock pays out
 policy proceeds?..........................................     13-14
 .How will my policy be treated for income tax purposes?....     14
 .How do I communicate with John Hancock?...................     14-15
</TABLE>
                                       3

<PAGE>

 WHAT IS THE POLICY?

  This prospectus describes three types of policies being offered by John
Hancock: a Variable Whole Life Policy, a Variable Whole Life P 50 Policy and a
Variable Whole Life 100 Policy. THE POLICIES DESCRIBED IN THIS PROSPECTUS ARE
AVAILABLE ONLY IN NEW YORK. The minimum death benefit that may be bought is
$25,000 for the Whole Life Policy, $50,000 for the Whole Life P 50 Policy and
$100,000 for the Whole Life 100 Policy. For the Whole Life Policy and the Whole
Life P 50 Policy, all persons insured must meet certain health and other
criteria called "underwriting standards." All persons insured under the Whole
Life 100 Policy must meet "preferred risk" and non-smoking underwriting
standards. All policies may be issued on insured persons between ages of 0 and
75. Discounts are available to insured persons meeting non-smoking underwriting
criteria.

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

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

     . Determine how much of your premium you invest in the various
       investment options

     . Borrow amounts you have in the investment options

     . Change the beneficiary who will receive the death benefit

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

     . Surrender a portion of the policy

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

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

 WHO OWNS THE POLICY?

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

                                       4

<PAGE>

 HOW CAN I INVEST MONEY IN THE POLICY?

Premium Payments

  We call the investments you make in the policy "premiums" or "premium
payments".

Ways to pay premiums

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

  We will also accept premiums:

     . by wire or by exchange from another insurance company,

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

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

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

 HOW MUCH MUST I INVEST?

Payment period and frequency.

  Premiums are payable annually or more frequently over the insured person's
lifetime in accordance with our published rules and rates. Premiums are payable
on or before the due date specified in the policy. A refund or charge will be
made to effect premium payment to the end of the policy month in which the
insured person dies.

Lapse and reinstatement

  If you don't pay a premium when due, you will have a 31 day "grace period" to
make that payment. If you don't pay the premium by the end of the grace period,
your policy will terminate (i.e., lapse). All coverage under the policy will
then cease. Even if the policy terminates in this way, you can still reactivate
(i.e., "reinstate") it within 3 years from the beginning of the grace period,
unless the surrender value has been paid or otherwise exhausted, or the period
of any extended term coverage (discussed below) has expired. You will have to
provide evidence that the insured person still meets our requirements for
issuing coverage. You will also have to pay a prescribed amount of premium and
be subject to the other terms and conditions applicable to reinstatements, as
specified in the policy. If the insured person dies during the grace period, we
will deduct any unpaid premium from the death benefit, prorated to the end of
the month of the insured person's death.

                                       5

<PAGE>

 WHAT HAPPENS TO MY REMAINING POLICY VALUE IF THE POLICY LAPSES?

  Prior to the end of the business day immediately preceding the 70th day after
the beginning of the grace period, any policy values available (as determined in
accordance with the policy) may be applied as of the beginning of the grace
period under one of the following options for continued insurance not requiring
further payment of premiums. These options provide for Variable or Fixed Paid-Up
Insurance or Fixed Extended Term Insurance on the life of the insured person
commencing at the beginning of the grace period.

  Both the Variable and Fixed Paid-Up Insurance options provide an amount of
paid-up whole life insurance which the available policy values will purchase.
The amount of Variable Paid-Up Insurance may then increase or decrease in
accordance with the investment experience of the variable investment options.
The Fixed Paid-Up Insurance option provides a fixed and level amount of
insurance. The Fixed Extended Term Insurance option provides a fixed amount of
insurance determined in accordance with the policy, with the insurance coverage
continuing for as long a period as the available policy values will purchase.


<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------
    For example, using the Variable Whole Life P50 Policy (Age 25 years Male-Smoker) illustrated in this
 prospectus and the 6% hypothetical gross annual investment return assumption, if an option was elected
 and became effective at the end of policy year 5, the insurance coverage provided by the options on lapse
 would be as follows:
                    Variable or Fixed
                    Paid-Up Whole Life                    Fixed Extended Term Insurance
                    ------------------                    -----------------------------
                      Death Benefit                   Death Benefit     Term in Years and Days
                      -------------                   -------------     ----------------------
                                             or
                    <S>                               <C>               <C>
                         $10,427                         $62,736          12 years 331 days
- -------------------------------------------------------------------------------------------------------------
</TABLE>


  If no option has been elected before the end of the business day immediately
preceding the 70th day after the beginning of the grace period, the Fixed
Extended Term Insurance option automatically applies unless the amount of Fixed
Paid-Up Insurance would equal or exceed the amount of Fixed Extended Term
Insurance or unless the insured person is a substandard risk, in either of which
cases Fixed Paid-Up Insurance is provided.

  If the insured person dies after the grace period but before the end of the
business day immediately preceding the 70th day after the beginning of the grace
period and prior to any election, and if the policy is then in force, we will
pay a death benefit equal to the greater of the death benefits provided under
Fixed Extended Term Insurance (if available) or Fixed Paid-Up Insurance
determined in accordance with the policy.

  A policy continued under any option may be surrendered for its cash value
while the insured person is living. Loans may be available under the Variable
and Fixed Paid-Up Insurance options, but not under the Fixed Extended Term
Insurance option.

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

  From each premium payment you make, we deduct the charges described under
"Deductions from premium payments" below. We invest the rest (your so-called
"net

                                       6

<PAGE>

premium") in the investment options you've elected. We invest an amount equal to
each net premium for your policy on the date of issue and on each premium due
date thereafter, even if we actually receive your corresponding premium payment
before or after that date.

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


  At any time, the "cash value" of your policy (assuming you take all dividend
payments in cash) is equal to:

     . the amount you invested,

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

     . minus all charges we deduct, and

     . minus all partial surrenders you have made.

 If you take a loan on the policy, however, your cash value will be computed
somewhat differently. This is discussed beginning on page 11.

 WILL I RECEIVE ANNUAL DIVIDENDS?

  These policies are participating policies which, except while in force as
Fixed Extended Term Insurance, are entitled to the share, if any, of the
divisible surplus which we annually determine and apportion to them. Any share
will be distributed as a dividend payable annually on the policy anniversary
beginning not later than the end of the second policy year for the Variable
Whole Life 100 Policy and not later than the end of the third policy year for
the Variable Whole Life Policy and Variable Whole Life P50 Policy.

  Dividends under participating policies may be described as refunds of premiums
which adjust the cost of a policy to the actual level of cost emerging over time
after the policy's issue. Thus, participating policies generally have gross
premiums which are higher than those for comparable non-participating policies.
If a policy is surrendered before dividends become payable, you do not benefit
from having a participating policy.

  Both Federal and state law recognize that dividends are considered to be a
refund of a portion of the premium paid and therefore are not treated as income
for Federal or state income tax purposes.

  Dividend illustrations published at the time of issue of a policy reflect the
actual recent experience of the issuing insurance company with respect to
factors such as interest, mortality, and

                                       7

<PAGE>

expenses. State law generally prohibits a company from projecting or estimating
future results. State law also requires that dividends must be based on surplus,
after setting aside certain necessary amounts, and that such surplus must be
apportioned equitably among participating policies. In other words, in principle
and by statute, dividends must be based on actual experience and cannot be
guaranteed at issue of a policy.

  Each year our actuaries analyze the current and recent past experience and
compare it to the assumptions used in determining the premium rates at the time
of issue. Some of the more important data studied includes mortality and
withdrawal rates, investment yield in the general account, and actual expenses
incurred in administering the policies. Such data is then allocated to each
dividend class, e.g., by year of issue, age, smoking habits and plan. The
actuaries then determine what dividends can be equitably apportioned to each
Policy class and make a recommendation to our Board of Directors. The Board of
Directors, which has the ultimate authority to ascertain dividends, will vote
the amount of surplus to be apportioned to each policy class, thereby
authorizing the distribution of each year's dividend.

  You may in general elect to have any dividend paid or applied under any one of
the following options: paid in cash; applied to premium payments; left to
accumulate with interest of at least3 1/2% a year; purchase fixed paid-up
insurance; purchase one year term insurance; or purchase variable paid-up
insurance.

 WHAT CHARGES WILL JOHN HANCOCK DEDUCT FROM MY INVESTMENT IN THE POLICY?

Deductions from premium payments

 . Premium tax charge - A charge to cover expected state premium taxes we
   ------------------
   must pay. This charge is 2.5% of each premium.

 . Adjustment for premium payment frequency - If you select a premium
   ----------------------------------------
   payment mode other than annual (so that we receive your premiums over the
   course of the year, rather than all at the beginning), there will be less
   value in your policy to support it during the course of the year. To
   compensate for the risk to us that this creates, the rate we set for each
   non-annual premium includes an additional amount that we retain, rather
   than crediting it to your policy.

 . Annual administrative charge - A charge of $50 in each policy year to
   ----------------------------
   help defray our annual administrative expenses.

 . Charge for extra insurance risk - The amount of premiums we may require
   -------------------------------
   may include an additional component if the insured person presents
   particular mortality risks. We retain these additional amounts to
   compensate us for that risk.

 . Optional benefits charge - The amount of premiums we require is increased
   ------------------------
   by an additional component to cover any optional rider benefits you choose
   for your policy. We retain such additional amounts to compensate us for
   the obligations we assume under the rider(s).

 . Premium sales charge - A charge not to exceed 9% of the basic annual
   --------------------
   premium during the period equal to the lesser of 20 years or the
   anticipated life expectancy of the insured person, based on the 1980
   Commissioners Standard Ordinary Mortality Table. (The basic annual premium
   is the annual premium less the premiums for any optional

                                       8

<PAGE>

  rider benefits, additional charges for extra mortality risks and the $50
  annual administrative charge.) The charge during the first two policy
  years shall not exceed 30% of the basic annual premium paid during the
  first policy year plus 10% of the basic annual premium paid for the second
  policy year. Charges of 10% or less are made for later policy year.

 . Additional first year administrative charge - A charge in the first
   -------------------------------------------
   policy year at the rate of $13 per $1,000 of the Initial Sum Insured (as
   shown in the policy) for a Variable Whole Life Policy, $7 per $1,000 for a
   Variable Whole Life P50 Policy and $4 per $1,000 for a Variable Whole Life
   100 policy or a pro rata portion thereof, to cover administrative expenses in
   connection with the issuance of the policy.

 . Risk charge - A charge necessary to cover the risk we assumed that the
   -------------
   Variable Sum Insured will be less than the guaranteed minimum death benefit.
   This charge will vary by age of the insured person but averages approximately
   3% of the basic annual premium.

 . Deduction for dividends - A deduction for dividends to be paid or
   -----------------------
   credited in accordance with the dividend scale in effect on the issue date of
   the policy. This deduction will vary by age of the insured person and
   duration of the policy but is expected to average approximately 5-9% of the
   basic annual premium.

Deductions from Account assets

 . Insurance charge - A monthly charge for the cost of insurance. To
   ----------------
   determine the charge, we multiply the amount of insurance for which we are at
   risk by a cost of insurance rate. The rate is derived from an actuarial
   table. The table in your policy will show the maximum cost of insurance
                                                 -------
   rates. The cost of insurance rates will never be more than those based on the
   1980 Commissioners Standard Ordinary Mortality Tables. Cost of insurance
   rates generally increase each year that you own your policy, as the insured
   person's attained age increases. (The insured person's "attained age" on any
   date is his or her age on the birthday nearest that date.)

 . M &E charge - A daily charge for mortality and expense risks we assume.
   -----------
   This charge is deducted from the variable investment options. The current
   charge is at an effective annual rate of .60% of the value of the assets in
   each variable investment option. We guarantee that this charge will never
   exceed an effective annual rate of .50%.

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

  The Trust must pay investment management fees and other operating expenses.
These fees and expenses are different for each fund of the Trust and reduce the
investment return of each fund. Therefore, they also indirectly reduce the
return you will earn on any variable investment options you select. The figures
in the following chart are expressed as percentages of each fund's average daily
net assets for 1998 (rounded to two decimal places). The percentages reflect the
investment management fees that were payable for1998 and the 1998 other
operating expenses that would have been allocated to the funds under the
allocation rules currently in effect.

                                      9
<PAGE>

<TABLE>
<CAPTION>
                                                                  Total Fund
                                Investment          Other         Operating    Other Operating Expenses
Fund Name                     Management Fee  Operating Expenses   Expenses     Absent Reimbursement*
- ---------                     --------------  ------------------  ----------  --------------------------
<S>                           <C>             <C>                 <C>         <C>
Managed . . . . . . . . . .       0.32%             0.05%           0.37%               0.05%
Growth & Income . . . . . .       0.25%             0.05%           0.30%               0.05%
Large Cap Growth. . . . . .       0.37%             0.05%           0.42%               0.05%
Real Estate Equity. . . . .       0.60%             0.05%           0.65%               0.05%
International Equity Index        0.17%             0.10%           0.27%               0.23%
Sovereign Bond. . . . . . .       0.25%             0.05%           0.30%               0.05%
Money Market. . . . . . . .       0.25%             0.05%           0.30%               0.05%
</TABLE>

* John Hancock reimburses a fund when the fund's other operating expenses exceed
  0.10% of the fund's average daily net assets.

WHAT OTHER CHARGES COULD JOHN HANCOCK IMPOSE IN THE FUTURE?

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

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

HOW CAN I CHANGE MY POLICY'S INVESTMENT ALLOCATIONS?

Future premium payments

  At any time, you may change the investment options in which future premium
payments will be invested. You make the original allocation in the application
for the policy. The percentages you select must be in whole numbers of not less
than 10% for any option and must equal 100% in total.

Transfers of existing cash value

  You may also transfer your existing cash value from one investment option to
another. To do so, you must tell us how much to transfer, either as a whole
number percentage or as a specific dollar amount.You may not make more than six
transfers in each policy year.

Limitation on number of investment options

  Whether through the allocation of premium or through the transfer of existing
cash value, you can never be invested in more than five investment options at
any one time.

                                       10

<PAGE>

HOW CAN I ACCESS MY INVESTMENT IN THE POLICY?

Full surrender

  You may surrender your policy in full at any time for its "surrender value."
You must return your policy when you request a full surrender. The surrender
value will be the policy cash value plus any dividends and interest unpaid or
unapplied, and the cash value of any insurance purchased under any dividend
option with an adjustment to reflect the difference between the gross premium
and the net premium for the period beyond the date of surrender, less any
indebtedness.

Partial Surrender

  A policy may be partially surrendered in accordance with our rules. The policy
after the partial surrender must have an Initial Sum Insured at least as great
as the minimum issue size for that type of policy. The premium and the
guaranteed minimum death benefit for the policy will be based on the new Initial
Sum Insured.

Policy loans

  You may borrow from your policy at any time after it has been in effect for 1
year by completing a form satisfactory to us or, if the telephone transaction
authorization form has been completed, by telephone. The maximum amount you can
borrow is what we call your "Loan Value." The Loan Value will be 90% of the
total of the policy cash value (assuming no dividends) and any cash value under
the variable paid-up insurance dividend option, plus any cash value under the
fixed paid up insurance dividend option. Interest accrues and is compounded
daily at an effective annual rate equal to the then applicable Variable Loan
Interest Rate. However, if you elect the Fixed Loan Interest Rate, interest
accrues and is compounded daily at an effective annual rate of 8%.

  The amount of any outstanding loan plus accrued interest is called the
"indebtedness". Except when used to pay premiums, a loan will not be permitted
unless it is at least $100. You may repay all or a portion of any indebtedness
while the insured person is living and premiums are being duly paid. Any loan is
charged against the variable investment options in proportion to the policy cash
value allocated to the variable investment options and, upon repayment, the
repayment is allocated to the variable investment options in proportion to the
outstanding indebtedness in each variable investment option at such time.

  We determine the Variable Loan Interest Rate annually. The Fixed Loan Interest
Rate is 8% for the life of the policy. At the time of issue, you can elect which
loan interest rate will apply to any policy loan. If permitted by the law of the
state in which the policy is issued, you may change a prior choice of loan
interest rate. If at the time of such request there is outstanding indebtedness,
the change will generally become effective on the next policy anniversary.

  The Variable Loan Interest Rate determined annually for a policy will apply to
all indebtedness outstanding during the policy year following the date of
determination. The rate will not exceed the higher of5 1/2% or the Published
Monthly Average (as defined below) for the calendar month which is two months
prior to the month in which the date of determination occurs. The Published

                                       11

<PAGE>

Monthly Average means Moody's Corporate Bond Yield Average as published by
Moody's Investors Service, Inc. or any successor thereto.

  The amount of the loan deducted from the investment options is placed in a
special loan account. This special loan account will earn interest at an
effective annual rate that is not more than 2% below the interest rate we are
then charging on the loan (assuming no taxes).

HOW MUCH WILL JOHN HANCOCK PAY WHEN THE INSURED PERSON DIES?

  In your application for the policy, you will tell us how much life insurance
coverage you want on the life of the insured person. This is called the "Sum
Insured."

  When the insured person dies, we will pay the death benefit minus any
indebtedness. The death benefit will be an amount equal to the greater of the
guaranteed minimum death benefit and the Variable Sum Insured on the date of
death of the insured person. The Variable Sum Insured is an amount equal to the
Initial Sum Insured at issue and thereafter varies, as discussed below.

Guaranteed minimum death benefit

  The guaranteed minimum death benefit is equal to the Initial Sum Insured on
the date of issue of the policy. We guarantees that, regardless of what your
variable investment options earn, the death benefit will never be less than the
guaranteed minimum death benefit.

Variable Sum Insured

  After the first policy month, the Variable Sum Insured is determined once each
policy month on the Monthly Date. (The Monthly Date is the first day of a policy
month which day immediately follows a business day.) The Variable Sum Insured
remains level during the policy month following the determination.

  Changes in the Variable Sum Insured for each policy month are computed by a
formula, filed with the insurance supervisory officials of the jurisdiction in
which the policy has been delivered or issued for delivery. Under the formula
the difference between the applicable Account Net Investment Rate (ANIR) for
each business day and the policy's assumed annual rate of4 1/2% is translated,
on an actuarial basis, into a change in the Variable Sum Insured.

  The Variable Sum Insured would increase on the next Monthly Date only if the
applicable ANIR for the last policy month were sufficiently greater than a
monthly rate equivalent to an annual rate of4 1/2% to result in such an
increase. If the ANIR was equivalent to an annual rate of less than4 1/2%, the
Variable Sum Insured would be reduced. The percentage change in the Variable Sum
Insured is not the same as the Account Net Investment Rate, however.

                                       12

<PAGE>

CAN I CANCEL MY POLICY AFTER IT'S ISSUED?

  You have the right to cancel your policy within the latest of the following
periods:

     . 10 days after you receive it (this period may be longer in some
       states);

     . 10 days after mailing by John Hancock of the Notice of Withdrawal
       Right; or

     . 45 days after the date Part A of the application has been completed.

  This is often referred to as the "free look" period. To cancel your policy,
simply deliver or mail the policy to John Hancock at one of the addresses shown
on page 1, or to the John Hancock representative who delivered the policy to
you.

  You will receive a refund of any premiums you've paid. The date of
cancellation will be the date of such mailing or delivery.

CAN I CHOOSE THE FORM IN WHICH JOHN HANCOCK PAYS OUT POLICY PROCEEDS?

Choosing a payment option

  You may choose to receive proceeds from the policy as a single sum. This
includes proceeds that become payable because of death or full surrender.
Alternatively, you can elect to have proceeds of $1,000 or more applied to any
of a number of other payment options, including the following:

     . Option 1 - Proceeds left with us to accumulate with interest

     . Option 2A - Equal monthly payments of a specified amount until all
       proceeds are paid out

     . Option 2B - Equal monthly payments for a specified period of time

     . Option 3 - Equal monthly payments for life, but with payments
       guaranteed for a specific number of years

     . Option 4 - Equal monthly payments for life with no refund

     . Option 5 - Equal monthly payments for life with a refund if all of
       the proceeds haven't been paid out

  You cannot choose an option if the monthly payments under the option would be
less than $50. We will issue a supplementary agreement when the proceeds are
applied to any alternative payment option. That agreement will spell out the
terms of the option in full. We will credit interest on each of the above
options. For Options 1 and 2A, the interest will be at least an effective annual
rate of 3 1/2%.

                                       13
<PAGE>

Changing a payment option

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

Tax impact

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

HOW WILL MY POLICY BE TREATED FOR INCOME TAX PURPOSES?

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

  For further information about the tax consequences of owning a policy, please
read "Tax considerations" beginning of page 31.

HOW DO I COMMUNICATE WITH JOHN HANCOCK?

General Rules

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

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

     . loans, surrenders or partial surrenders

     . transfers of cash value among investment options

     . change of allocation among investment options for new premium
       payments

     . change of beneficiary

     . election of payment option for policy proceeds

     . tax withholding elections

     . election of telephone transaction privilege

                                       14
<PAGE>

 You should mail or express these requests to the John Hancock Life Servicing
Office at the appropriate address shown on page 1. You should also send notice
of the insured person's death and related documentation to the John Hancock Life
Servicing Office. We don't consider that we've "received" any communication
until such time as it has arrived at the proper place and in the proper and
complete form.

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

Telephone Transactions

  If you complete a special authorization form, you can request loans, transfers
among investment options and changes of allocation among investment options
simply by telephoning us at 1-800-732-5543 or by faxing us at 1-617-886-3048.
Any fax request should include your name, daytime telephone number, policy
number and, in the case of transfers and changes of allocation, the names of the
investment options involved. We will honor telephone instructions from anyone
who provides the correct identifying information, so there is a risk of loss to
you if this service is used by an unauthorized person. However, you will receive
written confirmation of all telephone transactions. There is also a risk that
you will be unable to place your request due to equipment malfunction or heavy
phone line usage. If this occurs, you should submit your request in writing.

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

                                       15

<PAGE>

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

  The following tables illustrate the changes in death benefit, cash value and
surrender value of each of the three types of the policy under certain
hypothetical circumstances that we assume solely for this purpose. Each table
separately illustrates the operation of a policy for a specified issue age and
Initial Sum Insured. Each table illustrates the operation of a policy assuming
dividends WHICH ARE NOT GUARANTEED are used to purchase additional variable
paid-up death benefits. The amounts shown are for the end of each policy year
and assume that all of the cash value is invested in funds that achieve
investment returns at constant annual rates of 0%, 6% and 12% before any fees or
expenses. (Investment return reflects investment income and all realized and
unrealized capital gains and losses.) The tables assume annual premiums for a
standard risk that are paid at the beginning of each policy year.

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

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

  The death benefits (and resulting cash values) shown for additional variable
paid-up death benefits purchased with dividends paid under a policy are
illustrative of those which would be paid if investment returns of 0%, 6% and
12% are realized, if our mortality and expense experience in the future is as
currently experienced and if our dividend scale remains unchanged. However, as
experience has clearly shown, conditions cannot be expected to continue
unchanged, and accordingly dividend scales must be expected to change from time
to time. MOREOVER, THERE IS NO GUARANTEE AS TO THE AMOUNT OF DIVIDENDS, IF ANY,
THAT WILL BE PAID UNDER A POLICY. Although the tables are based on the
assumption that dividends will be used to purchase additional variable paid-up
death benefits, other dividend options are available.

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

                                       16

<PAGE>

LAN: VARIABLE WHOLE LIFE 100
     AGE 25 YEARS MALE--NON-SMOKER
     INITIAL SUM INSURED (GUARANTEED MINIMUM DEATH BENEFIT) $135,135
     ANNUAL PREMIUM $1,250.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)

<TABLE>
<CAPTION>

Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)          Dividends are Not Guaranteed

                                0%                        6%                        12%
                     ------------------------  ------------------------  -------------------------
                          Death Benefit             Death Benefit              Death Benefit
         Prms Accum  ------------------------  ------------------------  -------------------------
             at       Base    Var Pu            Base    Var Pu            Base    Var Pu
 Year     5%/Annum   Policy    Adds    Total   Policy    Adds    Total   Policy    Adds      Total
- -------  ----------  -------  ------  -------  -------  ------  -------  -------  -------  ---------
<S>      <C>         <C>      <C>     <C>      <C>      <C>     <C>      <C>      <C>      <C>
     1      1,313    135,135      0   135,135  135,550       0  135,550  142,561        0   142,561
     2      2,691    135,135    208   135,343  135,588     208  135,796  143,283      208   143,491
     3      4,138    135,135    400   135,535  135,786     410  136,196  147,033      421   147,454
     4      5,657    135,135    575   135,710  135,993     608  136,600  151,098      642   151,739
     5      7,252    135,135    734   135,869  136,206     799  137,005  155,417      869   156,286
     6      8,928    135,135    879   136,014  136,423     986  137,409  159,987    1,105   161,092
     7     10,686    135,135  1,011   136,146  136,644   1,168  137,812  164,813    1,350   166,164
     8     12,533    135,135  1,153   136,288  136,870   1,374  138,244  169,906    1,679   171,585
     9     14,472    135,135  1,302   136,437  137,099   1,601  138,700  175,277    2,126   177,403
    10     16,508    135,135  1,458   136,593  137,332   1,853  139,185  180,939    2,712   183,652
    15     28,322    135,135  2,420   137,555  138,519   3,981  142,500  213,370    8,251   221,620
    20     43,399    135,135  3,384   138,519  139,804   7,708  147,512  255,762   19,892   275,654
    25     62,642    135,135  4,103   139,238  141,231  12,607  153,838  312,737   40,264   353,002
    30     87,201    135,135  4,595   139,730  142,712  18,666  161,378  386,200   74,054   460,254
    35    118,545    135,135  4,986   140,121  144,248  26,213  170,461  481,203  129,322   610,525
Age 65    158,550    135,135  5,342   140,477  145,835  35,315  181,150  604,241  217,588   821,829
</TABLE>

<TABLE>
<CAPTION>
                              0%                      6%                       12%
                    ----------------------  ----------------------  -------------------------
                          Cash Value              Cash Value               Cash Value
         Base Prem  ----------------------  ----------------------  -------------------------
         Accum at    Base   Var Pu           Base   Var Pu           Base    Var Pu
 Year    5%/Annum   Policy   Adds   Total   Policy   Adds   Total   Policy    Adds      Total
- -------  ---------  ------  ------  ------  ------  ------  ------  -------  -------  ---------
<S>      <C>        <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>      <C>
     1      1,313       94      0       94      99       0      99      105        0       105
     2      2,691      934     34      968     995      34   1,028    1,056       34     1,090
     3      4,138    1,774     67    1,841   1,937      69   2,007    2,108       71     2,179
     4      5,657    2,613    100    2,713   2,929     106   3,035    3,269      112     3,381
     5      7,252    3,448    132    3,580   3,968     145   4,112    4,548      158     4,706
     6      8,928    4,278    164    4,443   5,056     185   5,241    5,957      208     6,165
     7     10,686    5,101    196    5,297   6,192     227   6,420    7,503      264     7,767
     8     12,533    5,915    232    6,147   7,379     277   7,656    9,202      340     9,542
     9     14,472    6,720    271    6,991   8,614     335   8,949   11,063      447    11,510
    10     16,508    7,513    315    7,828   9,899     402  10,301   13,102      591    13,693
    15     28,322   11,495    627   12,123  17,345   1,036  18,381   26,840    2,156    28,996
    20     43,399   15,037  1,045   16,082  26,110   2,390  28,499   47,986    6,193    54,178
    25     62,642   17,723  1,498   19,221  35,800   4,623  40,423   79,639   14,826    94,465
    30     87,201   19,972  1,967   21,938  46,822   8,025  54,847  127,290   31,977   159,267
    35    118,545   21,708  2,473   24,181  58,936  13,060  71,996  197,510   64,715   262,225
Age 65    158,550   22,958  3,032   25,990  71,982  20,142  92,124  299,610  124,650   424,260
</TABLE>

- ---------
* Corresponding to modal premiums of: Semi-annual $638.73, Quarterly $325.90,
  Special Monthly $108.30

  DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT HYPOTHETICAL INVESTMENT RESULTS ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST OR FUTURE
INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS
MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN
AVERAGE 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS FLUCTUATED ABOVE
OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

                                       17

<PAGE>

PLAN: VARIABLE WHOLE LIFE 100
      AGE 40 YEARS MALE--NON-SMOKER INITIAL SUM INSURED
      (GUARANTEED MINIMUM DEATH BENEFIT) $113,968
      ANNUAL PREMIUM $2,000.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)

<TABLE>
<CAPTION>

Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)         Dividends are Not Guaranteed
                                0%                        6%                        12%
                     ------------------------  ------------------------  -------------------------
                          Death Benefit             Death Benefit              Death Benefit
         Prms Accum  ------------------------  ------------------------  -------------------------
             at       Base    Var Pu            Base    Var Pu            Base    Var Pu
 Year     5%/Annum   Policy    Adds    Total   Policy    Adds    Total   Policy    Adds      Total
- -------  ----------  -------  ------  -------  -------  ------  -------  -------  -------  ---------
<S>      <C>         <C>      <C>     <C>      <C>      <C>     <C>      <C>      <C>      <C>
     1      2,100    113,968      0   113,968  114,318       0  114,318  120,231        0   120,231
     2      4,305    113,968    102   114,070  114,417     102  114,519  122,111      102   122,213
     3      6,620    113,968    196   114,164  114,581     202  114,783  125,257      262   125,519
     4      9,051    113,968    282   114,250  114,754     342  115,096  128,695      511   129,206
     5     11,604    113,968    362   114,330  114,931     536  115,467  132,341      854   133,196
     6     14,284    113,968    459   114,427  115,112     780  115,892  136,184    1,296   137,479
     7     17,098    113,968    577   114,545  115,295   1,072  116,367  140,221    1,840   142,061
     8     20,053    113,968    735   114,703  115,480   1,437  116,917  144,460    2,529   146,989
     9     23,156    113,968    923   114,891  115,667   1,867  117,535  148,909    3,365   152,273
    10     26,413    113,968  1,139   115,107  115,857   2,366  118,224  153,577    4,367   157,944
    15     45,315    113,968  2,421   116,389  116,823   5,812  122,635  180,222   12,462   192,684
    20     69,438    113,968  3,776   117,744  117,844  10,765  128,609  214,207   27,661   241,868
Age 65    100,226    113,968  4,895   118,863  118,945  16,990  135,935  258,552   53,375   311,927
    30    139,521    113,968  5,836   119,804  120,069  24,212  144,791  314,489   95,727   410,216
    35    189,672    113,968  6,651   120,619  121,212  34,125  155,337  385,101  163,843   548,944
</TABLE>

<TABLE>
<CAPTION>
                              0%                      6%                       12%
                    ----------------------  ----------------------  -------------------------
                          Cash Value              Cash Value               Cash Value
         Base Prem  ----------------------  ----------------------  -------------------------
         Accum at    Base   Var Pu           Base   Var Pu           Base    Var Pu
 Year    5%/Annum   Policy   Adds   Total   Policy   Adds   Total   Policy    Adds      Total
- -------  ---------  ------  ------  ------  ------  ------  ------  -------  -------  ---------
<S>      <C>        <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>      <C>
     1      2,100      591      0      591     626       0     626      662        0       662
     2      4,305    1,986     28    2,014   2,137      28   2,165    2,291       28     2,319
     3      6,620    3,350     57    3,407   3,694      58   3,752    4,056       76     4,132
     4      9,051    4,682     84    4,767   5,296     102   5,399    5,967      154     6,121
     5     11,604    5,984    112    6,096   6,947     166   7,113    8,036      266     8,302
     6     14,284    7,254    147    7,401   8,644     250   8,894   10,273      417    10,690
     7     17,098    8,494    191    8,685  10,391     356  10,746   12,695      613    13,308
     8     20,053    9,705    251    9,956  12,187     493  12,680   15,315      871    16,186
     9     23,156   10,886    326   11,212  14,035     662  14,697   18,151    1,198    19,350
    10     26,413   12,037    416   12,453  15,934     868  16,801   21,218    1,607    22,826
    15     45,315   17,504  1,037   18,541  26,385   2,499  28,884   40,891    5,380    46,270
    20     69,438   22,070  1,878   23,948  37,910   5,381  43,291   69,226   13,883    83,110
Age 65    100,226   25,346  2,780   28,126  49,861   9,691  59,552  108,880   30,573   139,453
    30    139,521   27,731  3,736   31,467  62,133  15,892  78,025  163,488   61,828   225,316
    35    189,672   29,282  4,725   34,007  74,287  24,354  98,641  237,100  117,438   354,538
</TABLE>
- ---------
* Corresponding to modal premiums of: Semi-annual $1,021.60, Quarterly $520.90,
  Special Monthly $172.80

  DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT HYPOTHETICAL INVESTMENT RESULTS ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST OR FUTURE
INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS
MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN
AVERAGE 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS FLUCTUATED ABOVE
OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

                                       18

<PAGE>

PLAN: VARIABLE WHOLE LIFE P50
      AGE 25 YEARS MALE--NON-SMOKER
      INITIAL SUM INSURED (GUARANTEED MINIMUM DEATH BENEFIT) $65,723
      ANNUAL PREMIUM $700.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)

<TABLE>
<CAPTION>

Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)      Dividends are Not Qualified

                               0%                      6%                      12%
                     ----------------------  ----------------------  ------------------------
                         Death Benefit           Death Benefit            Death Benefit
         Prms Accum  ----------------------  ----------------------  ------------------------
             at       Base   Var Pu           Base   Var Pu           Base    Var Pu
 Year     5%/Annum   Policy   Adds   Total   Policy   Adds   Total   Policy    Adds     Total
- -------  ----------  ------  ------  ------  ------  ------  ------  -------  ------  ---------
<S>      <C>         <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>     <C>
     1        735    65,723      0   65,723  65,925       0  65,925   69,335       0    69,335
     2      1,507    65,723      0   65,723  65,930       0  65,930   69,442       0    69,442
     3      2,317    65,723    175   65,898  66,029     192  66,221   71,304     211    71,515
     4      3,168    65,723    352   66,075  66,130     402  66,533   73,289     456    73,745
     5      4,061    65,723    527   66,250  66,234     625  66,859   75,389     735    76,124
     6      4,999    65,723    702   66,425  66,340     862  67,202   77,607   1,052    78,659
     7      5,984    65,723    876   66,599  66,448   1,114  67,562   79,948   1,407    81,356
     8      7,019    65,723  1,056   66,779  66,557   1,388  67,945   82,417   1,816    84,234
     9      8,105    65,723  1,240   66,963  66,669   1,684  68,352   85,021   2,282    87,302
    10      9,245    65,723  1,428   67,151  66,782   2,002  68,784   87,765   2,810    90,575
    15     15,860    65,723  2,434   68,157  67,358   4,007  71,365  103,443   6,732   110,175
    20     24,303    65,723  3,406   69,129  67,982   6,620  74,601  123,953  13,481   137,433
    25     35,079    65,723  4,135   69,858  68,677   9,555  78,232  151,610  23,919   175,529
    30     48,833    65,723  4,571   70,294  69,399  12,600  81,999  187,256  39,210   226,466
    35     66,385    65,723  4,740   70,463  70,147  15,688  85,835  233,343  61,314   294,657
Age 65     88,788    65,723  4,692   70,415  70,919  18,763  89,682  293,022  92,895   385,917
</TABLE>

<TABLE>
<CAPTION>
                              0%                      6%                      12%
                    ----------------------  ----------------------  ------------------------
                          Cash Value              Cash Value               Cash Value
         Base Prem  ----------------------  ----------------------  ------------------------
         Accum at    Base   Var Pu           Base   Var Pu           Base    Var Pu
 Year    5%/Annum   Policy   Adds   Total   Policy   Adds   Total   Policy    Adds     Total
- -------  ---------  ------  ------  ------  ------  ------  ------  -------  ------  ---------
<S>      <C>        <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>     <C>
     1       735        13      0       13      14       0      14       15       0        15
     2     1,507       423      0      423     450       0     450      476       0       476
     3     2,317       834     29      863     908      32     941      985      35     1,021
     4     3,168     1,244     61    1,305   1,390      70   1,461    1,548      80     1,628
     5     4,061     1,652     95    1,747   1,896     113   2,009    2,168     133     2,301
     6     4,999     2,057    131    2,188   2,425     162   2,587    2,850     198     3,048
     7     5,984     2,459    170    2,629   2,978     217   3,195    3,600     275     3,874
     8     7,019     2,857    212    3,069   3,555     280   3,835    4,423     368     4,790
     9     8,105     3,250    258    3,508   4,156     352   4,508    5,324     479     5,804
    10     9,245     3,637    309    3,946   4,781     435   5,216    6,312     612     6,925
    15    15,860     5,592    631    6,223   8,416   1,043   9,459   12,984   1,759    14,743
    20    24,303     7,332  1,051    8,383  12,696   2,052  14,749   23,256   4,197    27,453
    25    35,079     8,636  1,509   10,145  17,409   3,503  20,912   38,608   8,808    47,416
    30    48,833     9,727  1,956   11,683  22,769   5,417  28,186   61,719  16,933    78,652
    35    66,385    10,569  2,351   12,920  28,660   7,817  36,477   95,776  30,686   126,461
Age 65    88,788    11,176  2,664   13,839  35,004  10,702  45,706  145,295  53,222   198,517
</TABLE>

- ---------
* Corresponding to modal premiums of: Semi-annual $357.95, Quarterly $182.90,
  Special Monthly $61.00

DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT HYPOTHETICAL INVESTMENT RESULTS ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST OR FUTURE
INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS
MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN
AVERAGE 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS FLUCTUATED ABOVE
OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

                                       19

<PAGE>

PLAN: VARIABLE WHOLE LIFE P50
      AGE 40 YEARS MALE--NON-SMOKER
      INITIAL SUM INSURED (GUARANTEED MINIMUM DEATH BENEFIT) $62,945
      ANNUAL PREMIUM $1,200.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)

<TABLE>
<CAPTION>

Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)     Dividends are Not Guaranteed

                               0%                      6%                      12%
                     ----------------------  ----------------------  ------------------------
                         Death Benefit           Death Benefit            Death Benefit
         Prms Accum  ----------------------  ----------------------  ------------------------
             at       Base   Var Pu           Base   Var Pu           Base    Var Pu
 Year     5%/Annum   Policy   Adds   Total   Policy   Adds   Total   Policy    Adds     Total
- -------  ----------  ------  ------  ------  ------  ------  ------  -------  ------  ---------
<S>      <C>         <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>     <C>
     1      1,260    62,945      0   62,945  63,138       0  63,138   66,404       0    66,404
     2      2,583    62,945      0   62,945  63,183       0  63,183   67,251       0    67,251
     3      3,972    62,945     98   63,043  63,273     119  63,392   68,979     140    69,119
     4      5,431    62,945    212   63,157  63,369     264  63,633   70,870     322    71,192
     5      6,962    62,945    338   63,283  63,467     435  63,901   72,875     547    73,422
     6      8,570    62,945    472   63,417  63,566     627  64,193   74,988     814    75,802
     7     10,259    62,945    605   63,550  63,667     829  64,496   77,207   1,114    78,321
     8     12,032    62,945    752   63,697  63,769   1,060  64,830   79,536   1,471    81,007
     9     13,893    62,945    903   63,848  63,873   1,311  65,184   81,981   1,879    83,860
    10     15,848    62,945  1,061   64,006  63,977   1,584  65,562   84,546   2,345    86,890
    15     27,189    62,945  1,911   64,856  64,509   3,297  67,806   99,150   5,778   104,928
    20     41,663    62,945  2,691   65,636  65,071   5,414  70,486  117,795  11,414   129,209
Age 65     60,136    62,945  3,279   66,224  65,682   7,724  73,406  142,241  19,839   162,080
    30     83,713    62,945  3,713   66,658  66,304  10,211  76,516  173,058  32,226   205,284
    35    113,804    62,945  3,971   66,916  66,936  12,826  79,673  211,949  50,237   262,186
</TABLE>

<TABLE>
<CAPTION>
                               0%                      6%                      12%
                     ----------------------  ----------------------  ------------------------
                           Cash Value              Cash Value               Cash Value
         Prms Accum  ----------------------  ----------------------  ------------------------
             at       Base   Var Pu           Base   Var Pu           Base    Var Pu
 Year     5%/Annum   Policy   Adds   Total   Policy   Adds   Total   Policy    Adds     Total
- -------  ----------  ------  ------  ------  ------  ------  ------  -------  ------  ---------
<S>      <C>         <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>     <C>
     1      1,260       251      0      251     266      0      266      281       0       281
     2      2,583     1,026      0    1,026   1,101      0    1,101    1,177       0     1,177
     3      3,972     1,784     28    1,813   1,962     34    1,996    2,149      41     2,189
     4      5,431     2,525     63    2,588   2,848     79    2,927    3,200      97     3,296
     5      6,962     3,248    104    3,353   3,760    135    3,895    4,338     170     4,508
     6      8,570     3,954    151    4,105   4,699    201    4,900    5,568     262     5,830
     7     10,259     4,643    200    4,843   5,664    275    5,939    6,900     371     7,271
     8     12,032     5,316    257    5,573   6,657    364    7,021    8,341     507     8,848
     9     13,893     5,972    319    6,292   7,679    465    8,144    9,901     669    10,570
    10     15,848     6,612    388    7,000   8,729    581    9,310   11,588     863    12,451
    15     27,189     9,670    818   10,488  14,530  1,418   15,947   22,435   2,494    24,929
    20     41,663    12,227  1,335   13,562  20,933  2,698   23,631   38,068   5,711    43,780
Age 65     60,136    14,029  1,862   15,892  27,533  4,405   31,938   59,900  11,365    71,265
    30     83,713    15,340  2,377   17,717  34,311  6,567   40,878   89,965  20,816   110,781
    35    113,804    16,191  2,821   19,013  41,023  9,154   50,177  130,493  36,012   166,505
</TABLE>
- ---------
* Corresponding to modal premiums of Semi-annual $613.20, Quarterly $312.90,
  Special Monthly $104.00.

  DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT HYPOTHETICAL INVESTMENT RESULTS ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST OR FUTURE
INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS
MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN
AVERAGE 0%, 6%, OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS FLUCTUATED ABOVE
OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

                                       20

<PAGE>

PLAN: VARIABLE WHOLE LIFE P50
      AGE 25 YEARS MALE--SMOKER
      INITIAL SUM INSURED (GUARANTEED MINIMUM DEATH BENEFIT) $61,670
      ANNUAL PREMIUM $700.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)

<TABLE>
<CAPTION>

Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)      Dividends are Not Guaranteed

                               0%                      6%                      12%
                     ----------------------  ----------------------  ------------------------
                         Death Benefit           Death Benefit            Death Benefit
         Prms Accum  ----------------------  ----------------------  ------------------------
             at       Base   Var Pu           Base   Var Pu           Base    Var Pu
 Year     5%/Annum   Policy   Adds   Total   Policy   Adds   Total   Policy    Adds     Total
- -------  ----------  ------  ------  ------  ------  ------  ------  -------  ------  ---------
<S>      <C>         <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>     <C>
     1        735    61,670      0   61,670  61,859       0  61,859   65,059       0    65,059
     2      1,507    61,670      0   61,670  61,865       0  61,865   65,160       0    65,160
     3      2,317    61,670    164   61,834  61,957     181  62,138   66,907     198    67,105
     4      3,168    61,670    331   62,001  62,052     378  62,430   68,769     428    69,198
     5      4,061    61,670    495   62,165  62,150     586  62,736   70,740     690    71,430
     6      4,999    61,670    659   62,329  62,249     809  63,058   72,821     987    73,808
     7      5,984    61.670    822   62,492  62,350   1,045  63,395   75,018   1,321    76,339
     8      7,019    61,670    991   62,661  62,453   1,303  63,755   77,335   1,705    79,039
     9      8,105    61,670  1,163   62,833  62,557   1,580  64,137   79,778   2,141    81,919
    10      9,245    61,670  1,339   63,009  62,664   1,879  64,543   82,352   2,637    84,989
    15     15,860    61,670  2,283   63,953  63,204   3,760  66,964   97,064   6,317   103,381
    20     24,303    61.670  3,195   64,865  63,789   6,211  70,001  116,309  12,650   128,959
    25     35,079    61,670  3,880   65,550  64,442   8,965  73,408  142,261  22,445   164,705
    30     48,833    61,670  4,289   65,959  65,119  11,823  76,942  175,708  36,793   212,501
    35     66,385    61,670  4,448   66,118  65,821  14,721  80,542  218,954  57,534   276,488
Age 65     88,788    61,670  4,402   66,072  66,546  17,606  84,152  274,952  87,168   362,121
</TABLE>

<TABLE>
<CAPTION>
                              0%                      6%                      12%
                    ----------------------  ----------------------  ------------------------
                          Cash Value              Cash Value               Cash Value
         Base Prem  ----------------------  ----------------------  ------------------------
         Accum at    Base   Var Pu           Base   Var Pu           Base    Var Pu
 Year    5%/Annum   Policy   Adds   Total   Policy   Adds   Total   Policy    Adds     Total
- -------  ---------  ------  ------  ------  ------  ------  ------  -------  ------  ---------
<S>      <C>        <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>     <C>
     1       735        12      0       12      13       0      13       14       0        14
     2     1,507       397      0      397     422       0     422      446       0       446
     3     2,317       782     28      810     852      30     883      924      33       958
     4     3,168     1,167     58    1,224   1,305      66   1,370    1,452      75     1,527
     5     4,061     1,550     89    1,639   1,779     106   1,885    2,034     125     2,159
     6     4,999     1,930    123    2,053   2,276     152   2,428    2,675     186     2,860
     7     5,984     2,307    159    2,466   2,794     203   2,998    3,378     258     3,635
     8     7,019     2,681    199    2,880   3,336     263   3,599    4,150     345     4,495
     9     8,105     3,049    242    3,292   3,900     331   4,230    4,996     450     5,446
    10     9,245     3,413    290    3,702   4,486     408   4,894    5,923     575     6,498
    15    15,860     5,247    592    5,839   7,897     979   8,876   12,183   1,651    13,834
    20    24,303     6,880    986    7,866  11,913   1,926  13,839   21,822   3,939    25,760
    25    35,079     8,103  1,416    9,519  16,335   3,287  19,622   36,227   8,265    44,492
    30    48,833     9,127  1,836   10,963  21,365   5,083  26,448   57,913  15,889    73,802
    35    66,385     9,918  2,206   12,123  26,893   7,334  34,227   89,870  28,794   118,663
Age 65    88,788    10,487  2,499   12,986  32,846  10,042  42,888  136,335  49,941   186,276
</TABLE>

- ---------
* Corresponding to modal premiums of: Semi-annual $357.95, Quarterly $182.90.
 Special Monthly $61.00.

  DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS SHOWN
ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT
ALLOCATIONS MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY
WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT
RETURN AVERAGE 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS FLUCTUATED
ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN
BE MADE THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                       21

<PAGE>

PLAN: VARIABLE WHOLE LIFE P50
      AGE 40 YEARS MALE--SMOKER
      INITIAL SUM INSURED (GUARANTEED MINIMUM DEATH BENEFIT) $57,644
      ANNUAL PREMIUM $1,200.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)

<TABLE>
<CAPTION>

Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)     Dividends are Not Guaranteed

                               0%                      6%                      12%
                     ----------------------  ----------------------  ------------------------
                         Death Benefit           Death Benefit            Death Benefit
         Prms Accum  ----------------------  ----------------------  ------------------------
             at       Base   Var Pu           Base   Var Pu           Base    Var Pu
 Year     5%/Annum   Policy   Adds   Total   Policy   Adds   Total   Policy    Adds     Total
- -------  ----------  ------  ------  ------  ------  ------  ------  -------  ------  ---------
<S>      <C>         <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>     <C>
     1      1,260    57,644      0   57,644  57,821       0  57,821   60,812       0    60,812
     2      2,583    57,644      0   57,644  57,862       0  57,862   61,587       0    61,587
     3      3,972    57,644     90   57,734  57,945     109  58,053   63,170     128    63,299
     4      5,431    57,644    194   57,838  58,032     242  58,274   64,902     295    65,197
     5      6,962    57,644    309   57,953  58,122     398  58,520   66,738     501    67,239
     6      8,570    57,644    432   58,076  58,213     574  58,787   68,672     746    69,418
     7     10,259    57,644    554   58,198  58,305     759  59,065   70,705   1,020    71,725
     8     12,032    57,644    688   58,332  58,399     971  59,370   72,838   1,347    74,185
     9     13,893    57,644    827   58,471  58,494   1,201  59,695   75,077   1,721    76,797
    10     15,848    57,644    972   58,616  58,589   1,451  60,040   77,425   2,148    79,573
    15     27,189    57,644  1,750   59,394  59,076   3,019  62,096   90,800   5,291    96,092
    20     41,663    57,644  2,464   60,108  59,591   4,959  64,550  107,875  10,453   118,327
Age 65     60,136    57,644  3,003   60,647  60,151   7,073  67,224  130,262  18,169   148,430
    30     83,712    57,644  3,400   61,044  60,720   9,351  70,072  158,484  29,512   187,996
    35    113,803    57,644  3,637   61,281  61,299  11,746  73,045  194,100  46,007   240,106
</TABLE>

<TABLE>
<CAPTION>
                              0%                      6%                      12%
                    ----------------------  ----------------------  ------------------------
                          Cash Value              Cash Value               Cash Value
         Base Prem  ----------------------  ----------------------  ------------------------
         Accum at    Base   Var Pu           Base   Var Pu           Base    Var Pu
 Year    5%/Annum   Policy   Adds   Total   Policy   Adds   Total   Policy    Adds     Total
- -------  ---------  ------  ------  ------  ------  ------  ------  -------  ------  ---------
<S>      <C>        <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>     <C>
     1      1,260      230      0      230     244      0      244      258       0       258
     2      2,583      940      0      940   1,008      0    1,008    1,078       0     1,078
     3      3,972    1,634     26    1,660   1,797     31    1,828    1,968      37     2,005
     4      5,431    2,312     58    2,370   2,608     72    2,681    2,930      88     3,019
     5      6,962    2,975     96    3,070   3,444    123    3,567    3,972     156     4,128
     6      8,570    3,621    138    3,759   4,303    184    4,487    5,099     240     5,339
     7     10,259    4,252    183    4,435   5,187    252    5,439    6,319     340     6,659
     8     12,032    4,868    235    5,103   6,097    333    6,430    7,639     464     8,103
     9     13,893    5,469    292    5,762   7,032    426    7,458    9,067     613     9,680
    10     15,848    6,055    355    6,410   7,994    532    8,526   10,612     790    11,402
    15     27,189    8,856    749    9,605  13,306  1,298   14,604   20,545   2,284    22,830
    20     41,663   11,197  1,222   12,420  19,170  2,471   21,641   34,862   5,230    40,093
Age 65     60,136   12,848  1,705   14,553  25,214  4,034   29,249   54,855  10,408    65,263
    30     83,712   14,048  2,177   16,225  31,421  6,014   37,435   82,389  19,063   101,451
    35    113,803   14,828  2,584   17,412  37,568  8,383   45,951  119,504  32,979   152,483
</TABLE>

- ---------
* Corresponding to modal premiums of: Semi-Annual $613.20, Quarterly $312.90,
 Special Monthly $104.00

  DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT HYPOTHETICAL INVESTMENT RESULTS ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST OR FUTURE
INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS
MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN
AVERAGE 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS FLUCTUATED ABOVE
OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

                                       22

<PAGE>

PLAN: VARIABLE WHOLE LIFE
      AGE 25 YEARS MALE--NON-SMOKER
      INITIAL SUM INSURED (GUARANTEED MINIMUM DEATH BENEFIT) $28,930
      ANNUAL PREMIUM $350.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)

<TABLE>
<CAPTION>

Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)      Dividends are Not Guaranteed

                               0%                      6%                      12%
                     ----------------------  ----------------------  ------------------------
                         Death Benefit           Death Benefit            Death Benefit
         Prms Accum  ----------------------  ----------------------  ------------------------
             at       Base   Var Pu           Base   Var Pu           Base    Var Pu
 Year     5%/Annum   Policy   Adds   Total   Policy   Adds   Total   Policy    Adds     Total
- -------  ----------  ------  ------  ------  ------  ------  ------  -------  ------  ---------
<S>      <C>         <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>     <C>
     1        368    28,930      0   28,930  29,019      0   29,019   30,520       0    30,520
     2        753    28,930      0   28,930  29,021      0   29,021   30,567       0    30,567
     3      1,159    28,930     26   28,956  29,065     26   29,090   31,387      33    31,419
     4      1,584    28,930     49   28,979  29,109     61   29,171   32,260      81    32,341
     5      2,031    28,930     79   29,009  29,155    106   29,261   33,185     143    33,328
     6      2,500    28,930    114   29,044  29,202    160   29,361   34,161     222    34,383
     7      2,992    28,930    152   29,082  29,249    222   29,471   35,192     316    35,508
     8      3,509    28,930    199   29,129  29,297    296   29,593   36,279     432    36,711
     9      4,052    28,930    251   29,181  29,346    382   29,729   37,424     573    37,997
    10      4,622    28,930    310   29,240  29,396    482   29,878   38,632     739    39,371
    15      7,930    28,930  1,001   29,931  29,650  1,533   31,183   45,534   2,474    48,008
    20     12,152    28,930  1,741   30,671  29,924  3,006   32,931   54,562   5,636    60,198
    25     17,540    28,930  2,208   31,138  30,230  4,526   34,756   66,736  10,369    77,105
    30     24,416    28,930  2,440   31,370  30,548  6,022   36,570   82,426  17,198    99,625
    35     33,193    28,930  2,513   31,443  30,877  7,507   38,384  102,713  27,021   129,734
Age 65     44,394    28,930  2,479   31,409  31,217  8,977   40,194  128,983  41,035   170,018
</TABLE>

<TABLE>
<CAPTION>
                             0%                      6%                     12%
                    ---------------------  ----------------------  ----------------------
                         Cash Value              Cash Value              Cash Value
         Base Prem  ---------------------  ----------------------  ----------------------
         Accum at    Base   Var Pu          Base   Var Pu           Base   Var Pu
 Year    5%/Annum   Policy   Adds   Total  Policy   Adds   Total   Policy   Adds    Total
- -------  ---------  ------  ------  -----  ------  ------  ------  ------  ------  --------
<S>      <C>        <C>     <C>     <C>    <C>     <C>     <C>     <C>     <C>     <C>
     1       368        6       0       6       6      0        6       7       0        7
     2       753      186       0     186     198      0      198     209       0      209
     3     1,159      367       4     371     400      4      404     434       5      439
     4     1,584      547       9     556     612     11      623     681      14      695
     5     2,031      727      14     741     835     19      854     954      26      980
     6     2,500      905      21     927   1,068     30    1,098   1,255      42    1,296
     7     2,992    1,082      30   1,112   1,311     43    1,354   1,585      62    1,646
     8     3,509    1,257      40   1,297   1,565     60    1,625   1,947      88    2,034
     9     4,052    1,430      52   1,483   1,829     80    1,909   2,344     120    2,464
    10     4,622    1,601      67   1,668   2,105    105    2,209   2,779     161    2,940
    15     7,930    2,462     260   2,721   3,705    399    4,104   5,715     646    6,362
    20    12,152    3,227     538   3,765   5,589    932    6,521  10,237   1,755   11,991
    25    17,540    3,801     806   4,607   7,663  1,659    9,322  16,994   3,818   20,813
    30    24,416    4,282   1,044   5,326  10,022  2,589   12,612  27,167   7,427   34,595
    35    33,193    4,652   1,247   5,899  12,616  3,740   16,356  42,159  13,523   55,682
Age 65    44,394    4,919   1,407   6,327  15,408  5,120   20,528  63,956  23,510   87,466
</TABLE>

- ---------
* Corresponding to modal premiums of: Semi-annual $179.28, Quarterly $91.90,
 Special Monthly $30.90

  DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT HYPOTHETICAL INVESTMENT RESULTS ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST OR FUTURE
INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS
MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN
AVERAGE 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS FLUCTUATED ABOVE
OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

                                       23

<PAGE>

PLAN: VARIABLE WHOLE LIFE
      AGE 40 YEARS MALE--NON-SMOKER
      INITIAL SUM INSURED (GUARANTEED MINIMUM DEATH BENEFIT) $28,661
      ANNUAL PREMIUM $600.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)

<TABLE>
<CAPTION>

Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)     Dividends are Not Guaranteed

                               0%                      6%                      12%
                     ----------------------  ----------------------  -----------------------
                         Death Benefit           Death Benefit            Death Benefit
         Prms Accum  ----------------------  ----------------------  -----------------------
             at       Base   Var Pu           Base   Var Pu           Base   Var Pu
 Year     5%/Annum   Policy   Adds   Total   Policy   Adds   Total   Policy   Adds     Total
- -------  ----------  ------  ------  ------  ------  ------  ------  ------  ------  ---------
<S>      <C>         <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
     1        630    28,661      0   28,661  28,749      0   28,749  30,236       0    30,236
     2      1,291    28,661      0   28,661  28,752      0   28,752  30,284       0    30,284
     3      1,986    28,661     15   28,676  28,795     17   28,812  31,101      26    31,127
     4      2,715    28,661     35   28,696  28,839     50   28,889  31,965      72    32,037
     5      3,481    28,661     64   28,725  28,884     94   28,978  32,873     136    33,009
     6      4,285    28,661    102   28,763  28,929    152   29,082  33,825     221    34,046
     7      5,129    28,661    142   28,803  28,975    217   29,192  34,823     320    35,144
     8      6,016    28,661    190   28,851  29,021    296   29,317  35,870     445    36,315
     9      6,947    28,661    245   28,906  29,068    386   29,455  36,968     592    37,559
    10      7,924    28,661    305   28,966  29,116    489   29,604  38,119     765    38,884
    15     13,594    28,661  1,041   29,702  29,355  1,584   30,939  44,623   2,551    47,174
    20     20,831    28,661  1,800   30,461  29,610  3,043   32,652  52,948   5,621    58,569
Age 65     30,068    28,661  2,260   30,921  29,891  4,474   34,365  64,018   9,994    74,012
    30     41,856    28,661  2,512   31,173  30,177  5,897   36,074  77,947  16,251    94,198
    35     56,901    28,661  2,630   31,291  30,466  7,342   37,809  95,511  25,239   120,750
</TABLE>

<TABLE>
<CAPTION>
                             0%                      6%                     12%
                    ---------------------  ----------------------  ----------------------
                         Cash Value              Cash Value              Cash Value
         Base Prem  ---------------------  ----------------------  ----------------------
         Accum at    Base   Var Pu          Base   Var Pu           Base   Var Pu
 Year    5%/Annum   Policy   Adds   Total  Policy   Adds   Total   Policy   Adds    Total
- -------  ---------  ------  ------  -----  ------  ------  ------  ------  ------  --------
<S>      <C>        <C>     <C>     <C>    <C>     <C>     <C>     <C>     <C>     <C>
     1       630       12       0      12      12      0       12      13       0       13
     2     1,291      371       0     371     394      0      394     417       0      417
     3     1,986      722       4     726     787      5      792     854       8      861
     4     2,715    1,065      11   1,076   1,191     15    1,206   1,327      22    1,348
     5     3,481    1,401      20   1,421   1,608     29    1,637   1,839      42    1,881
     6     4,285    1,728      32   1,761   2,037     49    2,085   2,392      71    2,463
     7     5,129    2,048      47   2,095   2,477     72    2,549   2,991     107    3,098
     8     6,016    2,360      65   2,425   2,931    102    3,032   3,639     153    3,792
     9     6,947    2,664      87   2,751   3,397    137    3,534   4,341     211    4,551
    10     7,924    2,961     112   3,073   3,877    179    4,056   5,099     282    5,380
    15    13,594    4,406     446   4,851   6,558    681    7,239  10,014   1,101   11,115
    20    20,831    5,618     893   6,511   9,525  1,516   11,041  17,112   2,812   19,924
Age 65    30,068    6,429   1,283   7,712  12,530  2,552   15,082  26,959   5,725   32,684
    30    41,856    7,018   1,608   8,626  15,616  3,792   19,408  40,521  10,497   51,018
    35    56,901    7,398   1,868   9,267  18,672  5,240   23,912  58,804  18,092   76,897
</TABLE>

- ---------
* Corresponding to modal premiums of: Semi-Annual $306.90. Quarterly $156.90,
 Special Monthly $52.40.

  DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS SHOWN
ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT
ALLOCATIONS MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY
WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT
RETURN AVERAGE 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS FLUCTUATED
ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN
BE MADE THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                       24

<PAGE>

PLAN: VARIABLE WHOLE LIFE
      AGE 25 YEARS MALE--SMOKER
      INITIAL SUM INSURED (GUARANTEED MINIMUM DEATH BENEFIT) $27,223
      ANNUAL PREMIUM $350.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)

<TABLE>
<CAPTION>

Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)      Dividends are Not Guaranteed

                               0%                      6%                      12%
                     ----------------------  ----------------------  ------------------------
                         Death Benefit           Death Benefit            Death Benefit
         Prms Accum  ----------------------  ----------------------  ------------------------
             at       Base   Var Pu           Base   Var Pu           Base    Var Pu
 Year     5%/Annum   Policy   Adds   Total   Policy   Adds   Total   Policy    Adds     Total
- -------  ----------  ------  ------  ------  ------  ------  ------  -------  ------  ---------
<S>      <C>         <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>     <C>
     1        368    27,223      0   27,223  27,307      0   27,307   28,719       0    28,719
     2        753    27,223      0   27,223  27,309      0   27,309   28,764       0    28,764
     3      1,159    27,223     24   27,247  27,350     24   27,374   29,535      31    29,565
     4      1,584    27,223     47   27,270  27,392     58   27,450   30,357      76    30,433
     5      2,031    27,223     74   27,297  27,435    100   27,534   31,227     135    31,361
     6      2,500    27,223    107   27,330  27,479    150   27,629   32,146     209    32,354
     7      2,992    27,223    143   27,366  27,523    208   27,732   33,115     297    33,413
     8      3,509    27,223    187   27,410  27,569    278   27,847   34,138     407    34,545
     9      4,052    27,223    236   27,459  27,615    360   27,975   35,216     539    35,755
    10      4,622    27,223    291   27,514  27,662    453   28,115   36,353     696    37,048
    15      7,930    27,223    942   28,165  27,900  1,443   29,343   42,847   2,328    45,175
    20     12,152    27,223  1,638   28,861  28,159  2,829   30,987   51,342   5,303    56,646
    25     17,540    27,223  2,077   29,300  28,447  4,258   32,705   62,798   9,757    72,555
    30     24,416    27,223  2,296   29,519  28,746  5,667   34,412   77,563  16,183    93,746
    35     33,193    27,223  2,365   29,588  29,055  7,064   36,119   96,653  25,426   122,079
Age 65     44,394    27,223  2,332   29,555  29,375  8,447   37,822  121,372  38,613   159,985
</TABLE>

<TABLE>
<CAPTION>
                             0%                      6%                     12%
                    ---------------------  ----------------------  ----------------------
                         Cash Value              Cash Value              Cash Value
         Base Prem  ---------------------  ----------------------  ----------------------
         Accum at    Base   Var Pu          Base   Var Pu           Base   Var Pu
 Year    5%/Annum   Policy   Adds   Total  Policy   Adds   Total   Policy   Adds    Total
- -------  ---------  ------  ------  -----  ------  ------  ------  ------  ------  --------
<S>      <C>        <C>     <C>     <C>    <C>     <C>     <C>     <C>     <C>     <C>
     1       368        5       0       5       6      0        6       6       0        6
     2       753      175       0     175     186      0      186     197       0      197
     3     1,159      345       4     349     376      4      380     408       5      413
     4     1,584      515       8     523     576     10      586     641      13      654
     5     2,031      684      13     697     785     18      803     898      24      922
     6     2,500      852      20     872   1,005     28    1,033   1,181      39    1,220
     7     2,992    1,018      28   1,046   1,234     41    1,274   1,491      58    1,549
     8     3,509    1,183      38   1,221   1,473     56    1,529   1,832      82    1,914
     9     4,052    1,346      49   1,395   1,721     75    1,797   2,205     113    2,319
    10     4,622    1,506      63   1,570   1,980     98    2,079   2,615     152    2,766
    15     7,930    2,316     244   2,561   3,486    375    3,861   5,378     608    5,986
    20    12,152    3,037     506   3,543   5,259    877    6,136   9,633   1,651   11,284
    25    17,540    3,577     758   4,335   7,211  1,561    8,772  15,992   3,593   19,585
    30    24,416    4,029     983   5,012   9,431  2,436   11,867  25,564   6,989   32,553
    35    33,193    4,378   1,173   5,551  11,871  3,519   15,391  39,671  12,725   52,396
Age 65    44,394    4,629   1,324   5,953  14,499  4,818   19,317  60,182  22,122   82,305
</TABLE>

- ---------
* Corresponding to modal premiums of: Semi-Annual $179.28, Quarterly $91.90,
 Special Monthly $30.90

  DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS SHOWN
ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT
ALLOCATIONS MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY
WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT
RETURN AVERAGE 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS FLUCTUATED
ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN
BE MADE THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                       25
<PAGE>

PLAN: VARIABLE WHOLE LIFE
      AGE 40 YEARS MALE--SMOKER
      INITIAL SUM INSURED (GUARANTEED MINIMUM DEATH BENEFIT) $26,354
      ANNUAL PREMIUM $600.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)

<TABLE>
<CAPTION>

Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)     Dividends are Not Guaranteed

                               0%                      6%                      12%
                     ----------------------  ----------------------  -----------------------
                         Death Benefit           Death Benefit            Death Benefit
         Prms Accum  ----------------------  ----------------------  -----------------------
             at       Base   Var Pu           Base   Var Pu           Base   Var Pu
 Year     5%/Annum   Policy   Adds   Total   Policy   Adds   Total   Policy   Adds     Total
- -------  ----------  ------  ------  ------  ------  ------  ------  ------  ------  ---------
<S>      <C>         <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
   1          630    26,354      0   26,354  26,435      0   26,435  27,802       0    27,802
   2        1,292    26,354      0   26,354  26,437      0   26,437  27,846       0    27,846
   3        1,986    26,354     14   26,368  26,477     16   26,493  28,598      24    28,621
   4        2,715    26,354     32   26,386  26,518     46   26,563  29,392      66    29,458
   5        3,481    26,354     59   26,413  26,559     87   26,646  30,227     125    30,352
   6        4,285    26,354     93   26,447  26,601    140   26,741  31,102     203    31,306
   7        5,129    26,354    130   26,484  26,643    199   26,842  32,020     294    32,315
   8        6,016    26,354    175   26,529  26,685    272   26,958  32,983     409    33,392
   9        6,947    26,354    225   26,579  26,729    355   27,084  33,992     544    34,536
  10        7,924    26,354    281   26,635  26,772    449   27,222  35,050     704    35,754
  15       13,594    26,354    957   27,311  26,992  1,456   28,449  41,031   2,346    43,377
  20       20,832    26,354  1,655   28,009  27,226  2,798   30,024  48,686   5,168    53,854
Age 65     30,068    26,354  2,078   28,432  27,485  4,114   31,599  58,865   9,190    68,055
  30       41,856    26,354  2,310   28,664  27,748  5,423   33,170  71,673  14,943    86,616
  35       56,902    26,354  2,418   28,772  28,014  6,751   34,765  87,823  23,207   111,030
</TABLE>

<TABLE>
<CAPTION>
                               0%                      6%                       12%
                     ----------------------  -----------------------  -----------------------
                           Cash Value              Cash Value               Cash Value
         Base Prem   ----------------------  -----------------------  -----------------------
          Accum at    Base   Var Pu           Base   Var Pu            Base   Var Pu
 Year     5%/Annum   Policy   Adds    Total  Policy   Adds    Total   Policy   Adds     Total
- -------  ----------  ------  -------  -----  ------  -------  ------  ------  -------  --------
<S>      <C>         <C>     <C>      <C>    <C>     <C>      <C>     <C>     <C>      <C>
   1          630       11        0      11      11       0       11      12       0        12
   2        1,292      341        0     341     362       0      362     383       0       383
   3        1,986      664        4     668     723       5      728     785       7       792
   4        2,715      980       10     989   1,095      14    1,109   1,220      20     1,240
   5        3,481    1,288       18   1,306   1,479      27    1,506   1,691      39     1,729
   6        4,285    1,589       30   1,619   1,873      45    1,918   2,200      65     2,265
   7        5,129    1,883       43   1,926   2,278      66    2,344   2,750      98     2,848
   8        6,016    2,170       60   2,230   2,695      93    2,788   3,346     141     3,487
   9        6,947    2,450       80   2,530   3,124     126    3,250   3,991     194     4,185
  10        7,924    2,723      103   2,825   3,565     165    3,729   4,688     259     4,947
  15       13,594    4,051      410   4,461   6,030     626    6,656   9,208   1,012    10,221
  20       20,832    5,166      821   5,987   8,759   1,394   10,153  15,734   2,586    18,320
Age 65     30,068    5,912    1,180   7,092  11,522   2,346   13,868  24,789   5,264    30,053
  30       41,856    6,453    1,479   7,932  14,359   3,487   17,846  37,260   9,652    46,912
  35       56,902    6,803    1,718   8,521  17,169   4,818   21,987  54,071  16,636    70,707
</TABLE>

- ---------
* Corresponding to Modal Premiums of: Semi-annual $306.90, Quarterly $156.90,
 Special Monthly $52.40

DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS SHOWN
ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT
ALLOCATIONS MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY
WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT
RETURN AVERAGE 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS FLUCTUATED
ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN
BE MADE THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


                                       26

<PAGE>

                              ADDITIONAL INFORMATION

  This section of the prospectus provides additional detailed information that
is not contained in the Basic Information section on pages 3 through 15.


<TABLE>
<CAPTION>
CONTENTS OF THIS SECTION                                      PAGES TO SEE
- ------------------------                                      ------------
<S>                                                           <C>
Description of John Hancock ...............                   28
How we support the policy and investment options              28
How we process certain policy transactions                    28-29
Effects of policy loans...................                    29
Additional information about how certain policy charges work  29-30
How we market the policies................                    30-31
Tax considerations........................                    31-32
Reports that you will receive.............                    32
Voting privileges that you will have......                    32
Changes that John Hancock can make as to your policy          32-33
Adjustments we make to death benefits.....                    33
When we pay policy proceeds...............                    33-34
Other details about exercising rights and paying benefits     34
Year 2000 Issues..........................                    34
Legal matters.............................                    34-35
Registration statement filed with the SEC.                    35
Accounting and actuarial experts..........                    35
Financial statements of John Hancock and the Account          35
List of Directors and Executive Officers of John Hancock      36
</TABLE>


                                       27

<PAGE>

 DESCRIPTION OF JOHN HANCOCK

  We are John Hancock, a mutual life insurance company chartered in
Massachusetts in 1862. Our Home Office is at John Hancock Place, Boston,
Massachusetts 02117. We are authorized to transact a life insurance and annuity
business in all states and in the District of Columbia. As of the end of 1998,
our assets were approximately $67 billion.

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

 HOW WE SUPPORT THE POLICY AND INVESTMENT OPTIONS

Separate Account UV

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

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

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

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

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

 HOW WE PROCESS CERTAIN POLICY TRANSACTIONS

Monthly deduction dates

  Each charge that we deduct monthly is assessed against your cash value or the
subaccounts at the close of business on the date of issue and at the close of
the first business day in each subsequent policy month. The "date of issue" is
the date on which the policy takes effect. Policy months, policy years and
policy anniversaries are all measured from that date.
takes

                                       28

<PAGE>

Transfers among investment options

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

Telephone transfers and policy loans

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

  If you authorize telephone transactions, you will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone
instructions which we reasonably believe to be genuine, unless such loss,
expense or cost is the result of our mistake or negligence. We employ procedures
which provide safeguards against the execution of unauthorized transactions, and
which are reasonably designed to confirm that instructions received by telephone
are genuine. These procedures include requiring personal identification, tape
recording calls, and providing written confirmation to the owner. If we do not
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine, we may be liable for any loss due to unauthorized or
fraudulent instructions.

Effective date of other policy transactions

  Reinstatements of lapsed policies take effect on the monthly deduction date on
or next following the date we approve your request.

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

 EFFECTS OF POLICY LOANS

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

  The amount of any outstanding indebtedness is subtracted from the amount
otherwise payable when the policy proceeds become payable.

  Whenever the outstanding indebtedness equals or exceeds the policy's cash
value (plus any cash values under a dividend option providing paid-up
insurance), the policy will terminate 31 days after we have mailed notice of
termination to you (and to any assignee of record at such assignee's last known
address) specifying the minimum amount that must be paid to avoid termination,
unless a repayment of at least the amount specified is made within that period.

 ADDITIONAL INFORMATION ABOUT HOW CERTAIN POLICY CHARGES WORK

Sales expenses and related charges

  The premium sales charges help to compensate us for the cost of selling our
policies. (See "What charges will John Hancock deduct from my investment in the
policy?" in the Basic Information section of this prospectus.) The amount of the
charges in any policy year does not specifically correspond to sales expenses
for that year. We expect to recover our total sales expenses over the life of
the policies. To the extent that the sales charges do not cover total sales
expenses, the sales expenses may be recovered from other sources, including
gains from the charge for mortality and expense risks and other gains with
respect to the policies, or from our general assets. (See "How we market the
policies" on page 30.)

                                       29

<PAGE>

Monthly charges

  We deduct the monthly charges described in the Basic Information section from
your policy's investment options in proportion to the amount of cash value you
have in each.

 HOW WE MARKET THE POLICIES

  Signator Investors, Inc. ("Signator"), an indirect wholly-owned subsidiary of
John Hancock located at 197 Clarendon Street, Boston, MA 02117, is registered as
a broker-dealer under the Securities Exchange Act of 1934 and is a member of the
National Association of Securities Dealers, Inc. and the Securities Investor
Protection Corporation. Signator acts as principal underwriter and principal
distributor of the policies pursuant to a sales agreement among John Hancock,
Signator, John Hancock Variable Life Insurance Company, and the Account.
Signator also serves as principal underwriter for John Hancock Variable Annuity
Accounts U, I and V, John Hancock Mutual Variable Life Insurance Account UV and
John Hancock Variable Life Accounts V and S, all of which are registered under
the 1940 Act. Signator is also the principal underwriter for John Hancock
Variable Series Trust I.

  Applications for policies are solicited by agents who are licensed by state
insurance authorities to sell John Hancock's policies and who are also
registered representatives ("representatives") of Signator or other
broker-dealer firms, as discussed below. John Hancock performs insurance
underwriting and determines whether to accept or reject the application for a
policy and each insured person's risk classification. John Hancock will make the
appropriate refund if a policy ultimately is not issued or is returned under the
"free look" provision. Officers and employees of John Hancock are covered by a
blanket bond by a commercial carrier in the amount of $25 million.

  Signator's representatives are compensated for sales of the policies on a
commission and service fee basis by Signator, and John Hancock reimburses
Signator for such compensation and for other direct and indirect expenses
(including agency expense allowances, general agent, district manager and
supervisor's compensation, agent's training allowances, deferred compensation
and insurance benefits of agents, general agents, district managers and
supervisors, agency office clerical expenses and advertising) actually incurred
in connection with the marketing and sale of the policies.

  The maximum commission payable to a Signator representative for selling a
policy is 55% of the premium paid in the first policy year, 15% of the premium
paid in the second policy year, 10% of the premium paid in the third through
sixth policy years, 5% of the premium paid in the sixth through tenth policy
years, and 3% of the premium paid in each policy year thereafter.

  Representatives with less than four years of service with Signator and those
compensated on salary plus bonus or level commission programs may be paid on a
different basis. Representatives who meet certain productivity and persistency
standards with respect to the sale of policies issued by John Hancock and its
affiliates will be eligible for additional compensation.

  The policies may also be sold through other registered broker-dealers that
have entered into selling agreements with Signator and whose representatives are
authorized by applicable law to sell variable life insurance policies. The
commissions which will be paid by such broker-dealers to their representatives
will be in accordance with their established rules. The commission rates may be
more or less than those set forth above for Signator's representatives. In
addition, their qualified registered representatives may be reimbursed by the
broker-dealers under expense reimbursement allowance programs in any year for
approved voucherable expenses incurred. Signator will compensate the
broker-dealers as provided in the selling agreements, and John Hancock will
reimburse Signator for such amounts and for certain other direct expenses in

                                       30

<PAGE>

connection with marketing the policies through other broker-dealers.

  Representatives of Signator and the other broker-dealers mentioned above may
also earn "credits" toward qualification for attendance at certain business
meetings sponsored by John Hancock.

  Neither John Hancock nor Signator is obligated to sell any particular amount
of policies.

 TAX CONSIDERATIONS

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

Policy proceeds

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

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

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

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

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

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

                                       31

<PAGE>

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

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

Corporate and H.R. 10 plans

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

 REPORTS THAT YOU WILL RECEIVE

  At least annually, we will send you a statement setting forth the following
information as of the end of the most recent reporting period: the amount of the
death benefit and cash value, and any outstanding policy loan (and interest
charged for the preceding policy year). Moreover, you also will receive
confirmations of transfers among investment options, policy loans, partial
surrenders and certain other policy transactions.

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

 VOTING PRIVILEGES THAT YOU WILL HAVE

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

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

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

 CHANGES THAT JOHN HANCOCK CAN MAKE AS TO YOUR POLICY

Changes relating to the Trust or the Account

  The voting privileges described in this prospectus reflect our understanding
of applicable Federal securities law requirements. To the extent that applicable
law, regulations or interpretations change to eliminate or restrict the need for
such voting privileges, we reserve the right to proceed in

                                       32

<PAGE>

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

Other permissible changes

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

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

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

 . Combining or removing investment options

 . Changes in the form of organization of any separate account

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

 ADJUSTMENTS WE MAKE TO DEATH BENEFITS

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

 WHEN WE PAY POLICY PROCEEDS

General

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

Delay to challenge coverage

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

Delay for check clearance

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

Delay of separate account proceeds

  We reserve the right to defer payment of any death benefit, loan or other
distribution that is derived from a variable investment option if (a) the New
York Stock Exchange is closed (other than customary

                                       33

<PAGE>

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

 OTHER DETAILS ABOUT EXERCISING RIGHTS AND PAYING BENEFITS

Joint ownership

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

Assigning your policy

  You may assign your rights in the policy to someone else as collateral for a
loan or for some other reason. Assignments do not require the consent of any
revocable beneficiary. A copy of the assignment must be forwarded to us. We are
not responsible for any payment we make or any action we take before we receive
notice of the assignment in good order. Nor are we responsible for the validity
of the assignment. An absolute assignment is a change of ownership. All
collateral assignees of record must consent to any full surrender, partial
withdrawal or loan from the policy.

Your beneficiary

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

 YEAR 2000 ISSUES

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

  John Hancock has substantially completed the process of remediating its
systems and expects the compliance testing component of the project to be
substantially complete by June, 1999. This completion target was derived
utilizing numerous assumptions of future events, including availability of
certain resources and other factors. However, there can be no guarantee that
this estimate will be achieved, that these steps will be sufficient or that
actual results may not differ materially from those anticipated. For more
information about the impact of year 2000, please refer to Note 15 of the Notes
to Statutory-Basis Financial Statements of John Hancock Mutual Life Insurance
Company included in this prospectus.

 LEGAL MATTERS

  The legal validity of the policies described in this prospectus has been
passed on by Ronald J. Bocage, Vice President and Counsel for John Hancock.

                                       34

<PAGE>

Messrs. Freedman, Levy, Kroll & Simonds, Washington, D.C., have advised us on
certain Federal securities law matters in connection with the policies.

 REGISTRATION STATEMENT FILED WITH THE SEC

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

 ACCOUNTING AND ACTUARIAL EXPERTS

  The financial statements of John Hancock and the Account included in this
prospectus have been audited by Ernst & Young LLP, independent auditors, for the
periods indicated in their reports thereon which appear elsewhere herein and
have been included in reliance on their reports given on their authority as
experts in accounting and auditing. Actuarial matters included in this
prospectus have been examined by Malcolm Cheung, F.S.A.,an Actuary and Second
Vice President of John Hancock.

 FINANCIAL STATEMENTS OF JOHN HANCOCK AND THE ACCOUNT

  The financial statements of John Hancock included herein should be
distinguished from the financial statements of the Account and should be
considered only as bearing upon the ability of John Hancock to meet its
obligations under the policies.

                                       35

<PAGE>

            LIST OF DIRECTORS AND EXECUTIVE OFFICERS OF JOHN HANCOCK

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


<TABLE>
<CAPTION>
   Directors                              Principal Occupations
   ---------                              ---------------------
   <S>                     <C>
   Samuel W. Bodman        Chairman of the Board and Chief Executive Officer,
                           Cabot Corporation (chemicals)
   Nelson S. Gifford       Principal, Fleetwing Capital Management (financial
                           services)
   E. James Morton         Director, formerly Chairman of the Board and Chief
                           Executive Officer, John Hancock
   John M. Connors, Jr.    President and Chief Executive Officer and Director,
                           Hill, Holliday, Connors, Cosmopoulos, Inc.
                           (advertising).
   Stephen L. Brown        Chairman of the Board and Chief Executive Officer,
                           John Hancock
   I. MacAllister Booth    Retired Chairman of the Board and Chief Executive
                           Officer, Polaroid Corporation (photographic
                           products)
   Robert J. Tarr, Jr.     Former President, Chief Executive Officer and Chief
                           Operations Officer, Harcourt General, Inc.
                           (publishing)
   David F. D'Alessandro   President and Chief Operating Officer, John Hancock
   Joan T. Bok             Chairman of the Board, New England Electric System
                           (electric utility).
   Robert E. Fast          Senior Partner, Hale and Dorr (law firm).
   Foster L. Aborn         Vice Chairman of the Board, John Hancock
   Richard F. Syron        Chairman of the Board and Chief Executive Officer,
                           American Stock Exchange.
   Kathleen F. Feldstein   President, Economic Studies, Inc. (economic
                           consulting).
   Michael C. Hawley       President and Chief Operating Officer, The Gillette
                           Company (razors, etc.).
   Edward H. Linde         President and Chief Executive Officer, Boston
                           Properties, Inc. (real estate)
   Wayne A. Budd           Group President, Bell Atlantic - New England
                           (telecommunications)

   Executive Officers
   ------------------
   Diane M. Capstaff         Executive Vice President
   Thomas E. Moloney         Executive Vice President
   Richard S. Scipione       General Counsel
   Barry J. Rubenstein       Vice President, Counsel and Secretary
</TABLE>


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

                                       36

<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, 1998
and 1997, 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 audits.

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

  As described in Note 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 generally accepted accounting principles. The variances
between such practices and generally accepted accounting principles 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 generally accepted accounting principles, the
financial position of John Hancock Mutual Life Insurance Company at December 31,
1998 and 1997, or the results of its operations or its cash flows for the years
then ended.

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


                                                          ERNST & YOUNG LLP


Boston, Massachusetts
February 19, 1999

                                       37

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION


<TABLE>
<CAPTION>
                                                           December 31
                                                    -------------------------
                                                         1998          1997
                                                    --------------  -----------
                                                          (In millions)
<S>                                                 <C>             <C>
ASSETS
Bonds--Note 6 . . . . . . . . . . . . . . . . . .   $     23,353.0   $22,986.0
Stocks:
   Preferred  . . . . . . . . . . . . . . . . . .            844.7       640.6
   Common . . . . . . . . . . . . . . . . . . . .            269.3       256.9
   Investments in affiliates  . . . . . . . . . .          1,520.3     1,442.0
                                                    --------------  ----------
                                                           2,634.3     2,339.5
Mortgage loans on real estate--Note 6 . . . . . .          8,223.7     7,851.2
Real estate:
   Company occupied . . . . . . . . . . . . . . .            372.2       375.1
   Investment properties  . . . . . . . . . . . .          1,472.1     1,893.4
                                                    --------------  ----------
                                                           1,844.3     2,268.5
Policy loans  . . . . . . . . . . . . . . . . . .          1,573.8     1,577.3
Cash items:
   Cash in banks and offices  . . . . . . . . . .            241.5       176.0
   Temporary cash investments . . . . . . . . . .          1,107.4       548.8
                                                    --------------  ----------
                                                           1,348.9       724.8
Premiums due and deferred . . . . . . . . . . . .            253.4       222.3
Investment income due and accrued . . . . . . . .            527.5       505.8
Other general account assets  . . . . . . . . . .          1,156.6       948.6
Assets held in separate accounts  . . . . . . . .         17,447.0    16,021.7
                                                    --------------  ----------
TOTAL ASSETS. . . . . . . . . . . . . . . . . . .   $     58,362.5   $55,445.7
                                                    ==============  ==========
OBLIGATIONS AND POLICYHOLDERS' CONTINGENCY
 RESERVES
OBLIGATIONS
  Policy reserves . . . . . . . . . . . . . . . .   $     19,804.8   $19,206.6
  Policyholders' and beneficiaries' funds . . . .         14,216.9    13,985.1
  Dividends payable to policyholders  . . . . . .            449.1       399.7
  Policy benefits in process of payment . . . . .            111.4       115.5
  Other policy obligations  . . . . . . . . . . .            322.6       214.8
  Asset valuation reserve--Note 1 . . . . . . . .          1,289.6     1,165.7
  Federal income and other accrued taxes--Note 1             211.5        96.9
  Other general account obligations . . . . . . .          1,109.3     1,084.5
  Obligations related to separate accounts  . . .         17,458.6    16,019.1
                                                    --------------  ----------
TOTAL OBLIGATIONS . . . . . . . . . . . . . . . .         54,973.8    52,287.9
POLICYHOLDERS' CONTINGENCY RESERVES
  Surplus notes--Note 2 . . . . . . . . . . . . .            450.0       450.0
  Special contingency reserve for group insurance            160.0       151.8
  General contingency reserve . . . . . . . . . .          2,778.7     2,556.0
                                                    --------------  ----------
 TOTAL POLICYHOLDERS' CONTINGENCY RESERVES  . . .          3,388.7     3,157.8
                                                    --------------  ----------
 TOTAL OBLIGATIONS AND POLICYHOLDERS'CONTINGENCY
 RESERVES . . . . . . . . . . . . . . . . . . . .   $     58,362.5   $55,445.7
                                                    ==============  ==========
</TABLE>



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

                                       38

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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


<TABLE>
<CAPTION>
                                                     Year ended December 31
                                                     -----------------------
                                                        1998          1997
                                                     -----------  ----------
                                                          (In millions)
<S>                                                  <C>          <C>
INCOME
  Premiums, annuity considerations and pension fund
    contributions. . . . . . . . . . . . . . . . .   $ 8,844.0     $ 7,371.6
  Net investment income--Note 4  . . . . . . . . .     2,956.2       2,856.1
  Other, net . . . . . . . . . . . . . . . . . . .       233.8         196.4
                                                     ---------    ----------
                                                      12,034.0      10,424.1
BENEFITS AND EXPENSES
  Payments to policyholders and beneficiaries:
     Death benefits  . . . . . . . . . . . . . . .       582.9         737.4
     Accident and health benefits  . . . . . . . .        76.9         121.4
     Annuity benefits  . . . . . . . . . . . . . .     1,612.4       1,668.2
     Surrender benefits and annuity fund
      withdrawals. . . . . . . . . . . . . . . . .     6,712.4       6,293.1
     Matured endowments  . . . . . . . . . . . . .        20.7          21.0
                                                     ---------    ----------
                                                       9,005.3       8,841.1
  Additions to reserves to provide for future
    payments to policyholders and beneficiaries  .     1,106.7        (122.6)
  Expenses of providing service to policyholders
    and obtaining new insurance:
     Field sales compensation and expenses . . . .       290.7         278.3
     Home office and general expenses  . . . . . .       529.0         493.0
  Payroll, state premium and miscellaneous taxes .        52.0          49.9
                                                     ---------    ----------
                                                      10,983.7       9,539.7
                                                     ---------    ----------
        GAIN FROM OPERATIONS BEFORE DIVIDENDS TO
         POLICYHOLDERS, FEDERAL INCOME TAXES AND
         NET REALIZED CAPITAL GAINS (LOSSES) . . .     1,050.3         884.4
Dividends to policyholders . . . . . . . . . . . .       446.0         398.2
Federal income tax (credit) expense--Note 1  . . .        (2.8)         18.9
                                                     ---------    ----------
                                                         448.8         417.1
                                                     ---------    ----------
        GAIN FROM OPERATIONS BEFORE NET REALIZED
         CAPITAL GAINS (LOSSES)  . . . . . . . . .       607.1         467.3
Net realized capital gains (losses)--Note 5  . . .         0.7         (89.8)
                                                     ---------    ----------
        NET INCOME . . . . . . . . . . . . . . . .       607.8         377.5
Other increases (decreases) in policyholders'
 contingency reserves:
  Net unrealized capital (losses) gains and other
    adjustments--Note 5  . . . . . . . . . . . . .      (214.5)         58.6
  Valuation reserve changes--Note 1  . . . . . . .         0.0           1.4
  Prior years' federal income taxes  . . . . . . .       (25.5)        (35.6)
  Other reserves and adjustments, net  . . . . . .      (136.9)       (100.2)
                                                     ---------    ----------
        NET INCREASE IN POLICYHOLDERS' CONTINGENCY
         RESERVES. . . . . . . . . . . . . . . . .       230.9         301.7
Policyholders' contingency reserves at beginning of
 year. . . . . . . . . . . . . . . . . . . . . . .     3,157.8       2,856.1
                                                     ---------    ----------
POLICYHOLDERS' CONTINGENCY RESERVES AT END OF YEAR   $ 3,388.7     $ 3,157.8
                                                     =========    ==========
</TABLE>



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

                                       39

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                     Year ended December 31
                                                     -----------------------
                                                        1998          1997
                                                     -----------  -------------
                                                          (In millions)
<S>                                                  <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Insurance premiums, annuity considerations and
    deposits . . . . . . . . . . . . . . . . . . .   $  8,945.5    $  7,518.8
  Net investment income  . . . . . . . . . . . . .      2,952.8       2,988.7
  Benefits to policyholders and beneficiaries  . .     (9,190.4)     (9,030.3)
  Dividends paid to policyholders  . . . . . . . .       (396.6)       (394.0)
  Insurance expenses and taxes . . . . . . . . . .       (874.4)       (828.6)
  Net transfers from separate accounts . . . . . .        131.1         832.7
  Other, net . . . . . . . . . . . . . . . . . . .       (181.7)       (720.9)
                                                     ----------   -----------
     NET CASH PROVIDED FROM OPERATIONS . . . . . .      1,386.3         366.4
                                                     ----------   -----------
CASH FLOWS USED IN INVESTING ACTIVITIES:
  Bond purchases . . . . . . . . . . . . . . . . .    (12,403.6)    (18,003.6)
  Bond sales . . . . . . . . . . . . . . . . . . .      8,447.8      13,541.1
  Bond maturities and scheduled redemptions  . . .      2,537.7       2,927.6
  Bond prepayments . . . . . . . . . . . . . . . .      1,202.7       1,096.3
  Stock purchases  . . . . . . . . . . . . . . . .       (623.2)     (1,125.7)
  Proceeds from stock sales  . . . . . . . . . . .        378.4         921.7
  Real estate purchases  . . . . . . . . . . . . .       (147.6)       (243.0)
  Real estate sales  . . . . . . . . . . . . . . .        630.5         444.5
  Other invested assets purchases  . . . . . . . .       (185.3)       (171.1)
  Proceeds from the sale of other invested assets         120.5         109.3
  Mortgage loans issued  . . . . . . . . . . . . .     (1,978.5)     (1,165.8)
  Mortgage loan repayments . . . . . . . . . . . .      1,575.6       1,176.9
  Other, net . . . . . . . . . . . . . . . . . . .        (38.6)       (333.8)
                                                     ----------   -----------
     NET CASH USED IN INVESTING ACTIVITIES . . . .       (483.6)       (825.6)
                                                     ----------   -----------
CASH FLOWS USED IN FINANCING ACTIVITIES:
  Net decrease in short-term note payable  . . . .        (75.0)        (16.4)
  Repayment of REMIC notes payable . . . . . . . .       (203.6)       (216.3)
                                                     ----------   -----------
     NET CASH USED IN FINANCING ACTIVITIES . . . .       (278.6)       (232.7)
                                                     ----------   -----------
INCREASE (DECREASE) IN CASH AND TEMPORARY CASH
 INVESTMENTS . . . . . . . . . . . . . . . . . . .        624.1        (691.9)
Cash and temporary cash investments at beginning of
 year. . . . . . . . . . . . . . . . . . . . . . .        724.8       1,416.7
                                                     ----------   -----------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR   $  1,348.9    $    724.8
                                                     ==========   ===========
</TABLE>



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

                                       40

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

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, subject to the completion of a closing
audit, were transferred to UNICARE in connection with the sale. The gain from
operations was not significant. The insurance business sold was transferred to
UNICARE through a 100% coinsurance agreement. The Company remains liable to its
policyholders to the extent that UNICARE does not meet its contractual
obligations under the 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 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 Company distributes its individual products
in North America primarily through a career agency system. The career agency
system is composed of company-owned, unionized branch offices and independent
general agencies. The Company also distributes its individual products through
several alternative distribution channels, including banks, brokers/ dealers and
direct marketing efforts.

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

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

                                       41

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

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; (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 the
codification of statutory accounting practices, which is effective in 2001.
Codification will likely change, to some extent, prescribed statutory accounting
practices and may result in changes to the accounting practices that the Company
uses to prepare its statutory-basis financial statements. Codification will
require adoption by the various states before it becomes the prescribed
statutory basis of accounting for insurance companies domesticated within those
states. Accordingly, before codification becomes effective for the Company, the
Massachusetts Division of Insurance must adopt codification as the prescribed
basis of accounting on which domestic insurers must report their statutory-basis
results to the Division of Insurance. 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.

                                       42

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

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 $533.8 million were sold in 1998,
  and an additional $1.1 billion of real estate is expected to be sold in 1999.
  Net gains on the properties sold in 1998 amounted to $64.3 million. Those
  properties to be sold subsequent to December 31, 1998 are carried at the lower
  of depreciated cost at the date a determination to sell was made or fair
  value. Accumulated depreciation amounted to $370.0 million and $470.5 million
  at December 31, 1998 and 1997, 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.

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. During 1998, in connection with
the Company's plans to dispose of certain real estate holdings, additional
contributions were recorded that resulted in the AVR exceeding the prescribed
maximum reserve level by $111.3 million. 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.

                                       43

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

The Company also records the NAIC prescribed Interest Maintenance Reserve (IMR)
that represents that portion of the after tax net accumulated unamortized
realized capital gains and losses on sales of fixed income securities,
principally bonds and mortgage loans, attributable to changes in the general
level of interest rates. Such gains and losses are deferred and amortized into
income over the remaining expected lives of the investments sold. At December
31, 1998, the IMR, net of 1998 amortization of $34.9 million, amounted to $261.6
million which is included in other policy obligations. The corresponding 1997
amounts were $25.2 million and $165.6 million, respectively.

Property and Equipment: Data processing equipment, which amounted to $31.4
million in 1998 and $30.0 million in 1997 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 $20.1 million in 1998 and $21.8 million
in 1997.

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 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.

                                       44

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

  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, 1998. 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 from2 1/2% to 6%, and using principally the net
level premium method for policies issued prior to 1978 and a modified
preliminary term method for policies issued in 1979 and later. Annuity and
supplementary contracts with life contingency reserves are based principally on
modifications of the 1937 Standard Annuity Table, the Group Annuity Mortality
Tables for 1951, 1971 and 1983, the 1971 Individual Annuity Mortality Table and
the a-1983 Individual Annuity Mortality Table, with interest rates generally
ranging from 2% to8 3/4%.

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

                                       45

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

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


<TABLE>
<CAPTION>
                                    December 31, 1998     December 31, 1997
                                   --------------------  --------------------
                                   Statement    Fair     Statement     Fair
                                     Value      Value      Value       Value
                                   ---------  ---------  ---------  -----------
                                                 (In millions)
<S>                                <C>        <C>        <C>        <C>
Guaranteed investment contracts    $12,666.9  $12,599.7  $11,499.4   $11,516.8
Fixed-rate deferred and immediate
 annuities . . . . . . . . . . .     4,375.0    4,412.2    4,289.1     4,290.4
Supplementary contracts without
 life contingencies  . . . . . .        42.7       44.7       40.9        42.1
                                   ---------  ---------  ---------  ----------
                                   $17,084.6  $17,056.6  $15,829.4   $15,849.3
                                   =========  =========  =========  ==========
</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 DER is set by the Internal Revenue Service 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 $74.9 million in 1998 and $146.4
million in 1997.

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. During 1997, the Company refined certain actuarial
assumptions inherent in the calculation of reserves related to guaranteed
investment contracts and AIDS claims under individual insurance policies
resulting in a net $1.4 million increase in policyholders' contingency reserves
at December 31, 1997. No additional refinements were made during 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.

                                       46

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

Guaranty Fund Assessments: Guaranty fund assessments are accrued when the
Company receives notice that an amount is payable to a guaranty fund.

Reclassification: Certain 1997 amounts have been reclassified to conform to the
1998 presentation.

NOTE 2--SURPLUS NOTES

On February 25, 1994, the Company issued $450 million of surplus notes that bear
interest at7 3/8% and are scheduled to mature on February 15, 2024. The issuance
of the surplus notes was approved by the Commonwealth of Massachusetts Division
of Insurance and any payment of interest on and principal of the notes may be
made only with the prior approval of the Commissioner of the Commonwealth of
Massachusetts Division of Insurance. Surplus notes are reported as part of
policyholders' contingency reserves rather than liabilities. Interest of $33.2
million was paid on the notes during 1998 and 1997.

NOTE 3--BORROWED MONEY

At December 31, 1998, the Company had a $500 million syndicated line of credit.
There are 26 banks that are part of the syndicate which is under the leadership
of Morgan Guaranty Trust Company of New York. The banks will commit, when
requested, to loan funds at prevailing interest rates as determined in
accordance with the line of credit agreement, which terminates on June 30, 2001.
The agreement does not contain a material adverse change clause. Under the terms
of the agreement, the Company is required to maintain certain minimum levels of
net worth and comply with certain other covenants. As of December 31, 1998,
these covenants were met; however, no amounts had been borrowed under this
agreement.

In 1995, the Company issued $213.1 million of debt through a Real Estate
Mortgage Investment Conduit (REMIC). As collateral to the debt, the Company
pledged $1,065.8 million of commercial mortgages to the REMIC Trust. In
addition, the Company guaranteed the timely payment of principal and interest on
the debt. The debt was issued in two notes of equal amounts. The interest rates
on the class A1 and A2 notes are calculated on a floating basis, based on the
monthly LIBOR rates plus 22 and 27 basis points, respectively. The LIBOR rates
were 5.06% and 5.72%, respectively, at December 31, 1998 and 1997. The class A1
notes were fully repaid on March 25, 1997 and the class A2 notes were fully
repaid on June 25, 1998. The outstanding balances of the notes totaled $42.6
million at December 31, 1997 and are included in other general account
obligations.

In 1996, the Company issued $292.0 million of additional debt through a REMIC
(REMIC II). As collateral to the debt, the Company pledged $1,455.4 million of
commercial mortgages to the REMIC II Trust. The debt was issued in two notes.
The interest rates on the class A1 and A2 notes are calculated on a floating
basis, based on the monthly LIBOR rate plus 5 and 19 basis points, respectively.
The class A1 notes were fully repaid on December 26, 1997 and the class A2 notes
were fully repaid on December 28, 1998. The outstanding balances of the notes
totaled $161.0 million at December 31, 1997 and are included in other general
account obligations.

At December 31, 1997, the Company had a short-term note of $75.0 million payable
to an affiliate at a variable rate of interest. The note, which is included in
other general account obligations, was repaid on January 5, 1998.

Interest paid on borrowed money was $6.6 million and $21.2 million during 1998
and 1997, respectively.

                                       47

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

Investment income has been reduced by the following amounts:


<TABLE>
<CAPTION>
                                                                1998     1997
                                                               ------  --------
                                                               (In millions)
<S>                                                            <C>     <C>
Investment expenses  . . . . . . . . . . . . . . . . . . . .   $317.5   $339.6
Interest expense . . . . . . . . . . . . . . . . . . . . . .     44.3     57.9
Depreciation on real estate and other invested assets  . . .     41.6     76.6
Real estate and other investment taxes . . . . . . . . . . .     60.1     61.5
                                                               ------  -------
                                                               $463.5   $535.6
                                                               ======  =======
</TABLE>



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

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


<TABLE>
<CAPTION>
                                                              1998      1997
                                                            --------  ---------
                                                             (In millions)
<S>                                                         <C>       <C>
Net gains from asset sales and foreclosures . . . . . . .   $ 303.3    $ 63.4
Capital gains tax . . . . . . . . . . . . . . . . . . . .    (171.7)    (84.1)
Net capital gains transferred to the IMR  . . . . . . . .    (130.9)    (69.1)
                                                            -------   -------
  Net Realized Capital Gains (Losses) . . . . . . . . . .   $   0.7    $(89.8)
                                                            =======   =======
</TABLE>



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


<TABLE>
<CAPTION>
                                                            1998        1997
                                                           --------  ----------
                                                             (In millions)
<S>                                                        <C>       <C>
Net (losses) gains from changes in security values and
 book value adjustments  . . . . . . . . . . . . . . . .   $ (90.6)   $ 159.5
Increase in asset valuation reserve  . . . . . . . . . .    (123.9)    (100.9)
                                                           -------    -------
  Net Unrealized Capital (Losses) Gains and Other
    Adjustments. . . . . . . . . . . . . . . . . . . . .   $(214.5)   $  58.6
                                                           =======    =======
</TABLE>



                                       48

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

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


<TABLE>
<CAPTION>
                                             Gross       Gross
                                Statement  Unrealized  Unrealized
      December 31, 1998           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 . . . . . . . . . .   $   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>


<TABLE>
<CAPTION>
          December 31, 1997
          -----------------
<S>                                    <C>        <C>       <C>     <C>
U.S. Treasury securities and
 obligations of U.S. government
 corporations and agencies . . . . .   $   258.9  $    9.3  $  0.0   $   268.2
Obligations of states and political
 subdivisions. . . . . . . . . . .         149.6      16.3     0.0       165.9
Debt securities issued by foreign
 governments. . . . . . . . . . . .        259.7      53.2     0.1       312.8
Corporate securities . . . . . . . .    17,336.1   1,485.9   113.4    18,708.6
Mortgage-backed securities . . . . .     4,981.7     115.9    28.3     5,069.3
                                       ---------  --------  ------  ----------
  Total bonds. . . . . . . . . . .     $22,986.0  $1,680.6  $141.8   $24,524.8
                                       =========  ========  ======  ==========
</TABLE>


The statement value and fair value of bonds at December 31, 1998, by contractual
maturity, are shown below. Maturities will differ from contractual maturities
because eligible borrowers may exercise their right to call or prepay
obligations with or without call or prepayment penalties.


<TABLE>
<CAPTION>
                                                          Statement     Fair
                                                            Value       Value
                                                          ---------  -----------
                                                             (In millions)
<S>                                                       <C>        <C>
Due in one year or less . . . . . . . . . . . . . . . .   $ 1,569.1   $ 1,622.2
Due after one year through five years . . . . . . . . .     5,597.3     5,922.5
Due after five years through ten years  . . . . . . . .     5,335.6     5,666.5
Due after ten years . . . . . . . . . . . . . . . . . .     6,127.6     6,728.7
                                                          ---------  ----------
                                                           18,629.6    19,939.9
Mortgage-backed securities  . . . . . . . . . . . . . .     4,723.4     4,899.4
                                                          ---------  ----------
                                                          $23,353.0   $24,839.3
                                                          =========  ==========
</TABLE>


Gross gains of $126.4 million in 1998 and $61.5 million in 1997 and gross losses
of $62.3 million in 1998 and $86.6 million in 1997 were realized from the sale
of bonds.

At December 31, 1998, bonds with an admitted asset value of $18.9 million were
on deposit with state insurance departments to satisfy regulatory requirements.

                                       49

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

The cost of common stocks was $258.4 million and $148.0 million at December 31,
1998 and 1997, respectively. At December 31, 1998, gross unrealized appreciation
on common stocks totaled $64.9 million, and gross unrealized depreciation
totaled $54.0 million. The fair value of preferred stock totaled $832.4 million
at December 31, 1998 and $695.8 million at December 31, 1997.

The Company participates in a security lending program for the purpose of
enhancing income on securities held. At December 31, 1998 and 1997, $421.5
million and $217.0 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 $56.4 million, bonds with
amortized cost of $105.1 million and real estate with depreciated cost of $14.6
million were non-income producing for the twelve months ended December 31, 1998.

Restructured commercial mortgage loans aggregated $230.5 million and $314.3
million as of December 31, 1998 and 1997, 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
                                               ------------------------------
                                                        1998             1997
                                               -----------------------  -------
                                                       (In millions)
<S>                                            <C>                      <C>
Expected . . . . . . . . . . . . . . . . . .   $22.5                     $33.8
Actual . . . . . . . . . . . . . . . . . . .    11.6                      24.9
</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, 1998, the mortgage loan portfolio was diversified by geographic
region and specific collateral property type as displayed below. The Company
controls credit risk through credit approvals, limits and monitoring procedures.


<TABLE>
<CAPTION>
                           Statement          Geographic           Statement
     Property Type           Value          Concentration            Value
    --------------       -------------      -------------       ---------------
                         (In millions)                           (In millions)
<S>                      <C>            <C>                     <C>
Apartments . . . . . .     $1,722.7     East North Central  .      $1,164.3
Hotels . . . . . . . .        283.2     East South Central  .         137.1
Industrial . . . . . .        894.9     Middle Atlantic . . .       1,408.5
Office buildings . . .      2,094.0     Mountain  . . . . . .         345.0
Retail . . . . . . . .      1,589.6     New England . . . . .         791.1
1-4 Family . . . . . .          6.4     Pacific . . . . . . .       1,848.7
Agricultural . . . . .      1,298.3     South Atlantic  . . .       1,531.3
Other  . . . . . . . .        334.6     West North Central  .         287.5
                                        West South Central  .         602.2
                                        Other . . . . . . . .         108.0
                         -------------                          -------------
                           $8,223.7                                $8,223.7
                         =============                          =============
</TABLE>



                                       50

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

At December 31, 1998, the fair values of the commercial and agricultural
mortgage loan portfolios were $7.3 billion and $1.3 billion, respectively. The
corresponding amounts as of December 31, 1997 were approximately $6.7 billion
and $1.5 billion, respectively.

The maximum and minimum lending rates for mortgage loans during 1998 were 9.68%
and 6.82% for agricultural loans, 9.25% and 6.73% for other properties, and 7.5%
and 6.65% 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 1998 were
$784.0 million, $310.0 million, and $7.7 million, respectively. The
corresponding amounts in 1997 were $787.1 million, $386.6 million, and $7.5
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 1998 were $873.9 million,
$772.5 million and $712.2 million, respectively. The corresponding amounts in
1997 were $801.8 million, $767.9 million and $594.9 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 $458.2 million, $481.2 million, and $238.6 million, respectively, at
December 31, 1998. The corresponding amounts in 1997 were $487.4 million, $503.3
million, and $247.9 million, respectively.

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


<TABLE>
<CAPTION>
                                                             December 31
                                                            --------------
                                                             1998     1997
                                                            ------  --------
                                                            (In millions)
<S>                                                         <C>     <C>
     Reinsurance recoverables . . . . . . . . . . . . . .   $18.6    $12.5
     Funds withheld from reinsurers . . . . . . . . . . .    49.5     35.1
</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 $251.1 million at December 31, 1998 and $236.3
million at December 31, 1997.

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 1998 issues of flexible premium variable life
insurance and scheduled premium variable life insurance policies. In connection
with this agreement, the Company transferred $4.9 million and $22.0 million of
cash for tax, commission, and expense allowances to Variable Life, which
decreased the Company's net gain from operations by $22.2 million and $10.1
million in 1998 and 1997, respectively.

                                       51

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 7--REINSURANCE--CONTINUED

Variable Life also has a modified coinsurance agreement with the Company to
reinsure 50% of Variable Life's 1995 through 1998 issues of certain retail
annuity contracts (Independence Preferred and Declaration). In connection with
this agreement, the Company made a net cash payment of $12.7 million in 1998 and
received a net cash payment of $1.1 million in 1997 of cash for surrender
benefits, tax, reserve increase, commission, expense allowances and premium.
This agreement decreased the Company's net gain from operations by $8.4 million
and $9.8 million in 1998 and 1997, 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 1998 and 1997 for all policies that are not reinsured under any other
indemnity agreement. In connection with the agreement, the Company received $1.0
million and transferred $2.4 million of cash for mortality claims to Variable
Life, which increased by $0.5 million and decreased by $1.3 million the
Company's net gain from operations in 1998 and 1997, respectively.

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

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

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

NOTE 8--BENEFITS PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS

The Company provides retirement benefits to substantially all employees and
general agency personnel. These benefits are provided through both defined
benefit and defined contribution pension plans. Pension benefits under the
defined benefit plans are based on years of service and average compensation
generally during the five years prior to retirement. 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 $92.6 million in 1998 and
$89.7 million in 1997.

The Company's funding policy for qualified defined benefit plans is to
contribute annually an amount in excess of the minimum annual contribution
required under the Employee Retirement Income Security Act (ERISA). This amount
is limited by the maximum amount that can be deducted for federal income tax
purposes. The funding policy for nonqualified defined benefit plans is to
contribute the amount of the benefit payments made during the year. Plan assets
consist principally of listed equity securities, corporate obligations and U.S.
government securities.

                                       52

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 8--BENEFITS PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS--CONTINUED

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 pretax 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 $8.1 million and $6.2 million in
1998 and 1997, 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.

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

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

Since 1993, the Company has funded a portion of the postretirement obligation.
The Company's policy is to fund postretirement benefits for non-union employees
to the maximum amount that can be deducted for federal income tax purposes and
to fund the benefits for union employees, which are fully tax qualified, at
sufficient amounts so that the total accrued liability related to postretirement
benefits is approximately zero. As of December 31, 1998, plan assets related to
non-union employees were comprised of an irrevocable health insurance contract
to provide future health benefits to retirees while plan assets related to union
employees were comprised of approximately 70% equity securities and 30% fixed
income investments.

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

                                       53

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


<TABLE>
<CAPTION>
                                      Year ended December 31
                            -------------------------------------------
                               Pension Benefits        Other Benefits
                            -----------------------   -----------------
                               1998         1997       1998      1997
                            -----------  -----------  --------  --------
                                           (In millions)
<S>                         <C>          <C>          <C>       <C>
Change in benefit
 obligation:
Benefit obligation at
 beginning of year  . . .    $1,704.0     $1,582.3    $ 381.0   $ 400.5
Service cost  . . . . . .        32.8         30.7        6.8       8.5
Interest cost . . . . . .       115.5        109.3       24.4      25.5
Actuarial loss/(gain) . .        55.5         77.5      (16.8)    (22.2)
Benefits paid . . . . . .       (99.4)       (95.8)     (28.5)    (31.3)
Benefit obligation at end
 of year  . . . . . . . .     1,808.4      1,704.0      366.9     381.0


Change in plan assets:
Fair value of plan assets
 at beginning of year . .     1,995.5      1,787.6      172.7     132.4
Actual return of plan
 assets . . . . . . . . .       296.1        295.5       39.9      31.0
Employer contribution . .        10.0          8.2        2.6       9.3
Benefits paid . . . . . .       (99.4)       (95.8)       0.0       0.0
Fair value of plan assets
 at end of year . . . . .     2,202.2      1,995.5      215.2     172.7

Funded status . . . . . .       393.8        291.5     (151.7)   (208.3)
Unrecognized actuarial
 loss . . . . . . . . . .      (292.0)      (219.6)    (163.0)   (127.1)
Unrecognized prior service
 cost . . . . . . . . . .        23.1         29.6       17.8      19.7
Unrecognized net
 transition (asset)
 obligation . . . . . . .       (23.9)       (35.5)     294.3     315.2
                            ---------    ---------    -------   -------
Net amount recognized . .    $  101.0     $   66.0    $  (2.6)  $  (0.5)
                            =========    =========    =======   =======
</TABLE>



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


<TABLE>
<CAPTION>
                                        Year ended December 31
                              ----------------------------------------
                                  Pension Benefits       Other Benefits
                              -----------------------   ---------------
                                 1998         1997       1998     1997
                              -----------  -----------  -------  -------
<S>                           <C>          <C>          <C>      <C>
Discount rate . . . . . . .      6.75%        7.00%      6.75%    7.00%
Expected return on plan
 assets . . . . . . . . . .      8.50%        8.50%      8.50%    8.50%
Rate of compensation
 increase . . . . . . . . .      4.56%        4.77%      4.00%    4.00%
</TABLE>



For measurement purposes, a 5.75 percent annual rate of increase in the per
capita cost of covered health care benefits was assumed for 1999. The rate was
assumed to decrease gradually to 5.00 percent in 2001 and remain at that level
thereafter.

                                       54

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 8--BENEFITS PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS--CONTINUED

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


<TABLE>
<CAPTION>
                                             Year Ended December 31
                                   -----------------------------------------
                                      Pension Benefits       Other Benefits
                                   ------------------------  ---------------
                                      1998         1997       1998      1997
                                   -----------  -----------  -------  ---------
                                                 (in millions)
<S>                                <C>          <C>          <C>      <C>
Service cost . . . . . . . . . .    $  32.7      $  30.7     $  6.8    $  8.5
Interest cost  . . . . . . . . .      115.5        109.3       24.4      25.5
Expected return on plan assets .     (165.5)      (147.9)     (39.9)    (31.0)
Amortization of transition
 (asset) obligation  . . . . . .      (11.6)       (11.7)      20.9      20.9
Amortization of prior service
 cost. . . . . . . . . . . . . .        6.5          6.6        1.9       1.9
Recognized actuarial (gain) loss       (2.6)        (1.0)      19.0      15.0
                                   --------     --------     ------   -------
   Net periodic benefit (credit)
    cost . . . . . . . . . . . .    $ (25.0)     $ (14.0)    $ 33.1    $ 40.8
                                   ========     ========     ======   =======
</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              $ (2.5)
Effect on postretirement benefit
 obligations. . . . . . . . . .          28.7               (25.9)
</TABLE>


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
services entities.

Total assets of unconsolidated majority-owned affiliates amounted to $13.8
billion at December 31, 1998 and $12.4 billion at December 31, 1997; total
liabilities amounted to $12.5 billion at December 31, 1998 and $11.1 billion at
December 31, 1997; and total net income was $148.5 million in 1998 and $184.8
million in 1997.

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 $62.2 million and $65.9 million in 1998 and
1997, respectively, from unconsolidated affiliates.

                                       55

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
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>
                         Number of Contracts/             Assets (Liabilities)
                           Notional Amounts              1998                 1997
                        ---------------------   ---------------------   ----------------
                                                 Carrying     Fair      Carrying   Fair
                           1998        1997       Value       Value      Value    Value
                        ----------  ----------  ----------  ----------  --------  -------
                                                 ($ In millions)
<S>                     <C>         <C>         <C>         <C>         <C>       <C>
Futures contracts to
 sell securities  . .    $ 11,286    $  3,733     $(3.1)     $  (3.1)   $ (2.5)   $ (2.5)
Futures contracts to
 acquire securities .       1,464       1,359      (0.3)        (0.3)      1.2       1.2
Interest rate swap
 agreements . . . . .     7,684.0     7,254.7        --       (159.1)       --     (58.3)
Interest rate cap
 agreements . . . . .       115.0       115.0       0.4          0.4       0.6       0.6
Interest rate floor
 agreements . . . . .       125.0       125.0       0.7          0.7       0.4       0.4
Interest rate swaption
 agreements . . . . .         0.0        34.2        --          0.0        --       0.0
Currency rate swap
 agreements . . . . .     2,881.5       221.5        --         16.2        --      (9.7)
Equity collar
 agreements . . . . .          --          --      28.6         28.6     (14.1)    (14.1)
</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 1999.

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.

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 1999 to 2028. The interest rate cap
and floor agreements expire in 2000 to 2007. Interest rate swaption agreements
expire in 2025. The currency rate swap agreements expire in 1999 to 2018. The
equity collar agreements expire in 2003.

The Company's exposure to credit risk is the risk of loss from a counterparty
failing to perform to the terms of the contract. The Company continually
monitors its position and the credit ratings of the counterparties to these
derivative instruments. To limit exposure associated with counterparty
nonperformance on interest rate 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.

                                       56

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
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 $26.2 million in 1998 and $27.4 million in 1997.
Future minimum rental commitments under noncancellable operating leases for
office space and furniture and equipment are as follows:


<TABLE>
<CAPTION>
                                                             December 31, 1998
                                                            -------------------
                                                               (In millions)
<S>                                                         <C>
1999. . . . . . . . . . . . . . . . . . . . . . . . . . .          $19.0
2000. . . . . . . . . . . . . . . . . . . . . . . . . . .           16.5
2001. . . . . . . . . . . . . . . . . . . . . . . . . . .           13.5
2002. . . . . . . . . . . . . . . . . . . . . . . . . . .           10.0
2003. . . . . . . . . . . . . . . . . . . . . . . . . . .            5.9
Thereafter. . . . . . . . . . . . . . . . . . . . . . . .            7.5
                                                                   -----
Total minimum payments  . . . . . . . . . . . . . . . . .          $72.4
                                                                   =====
</TABLE>


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, 1998   Percent
                                                   -----------------  ---------
                                                     (In millions)
<S>                                                <C>                <C>
Subject to discretionary withdrawal (with
 adjustment):
   With market value adjustment  . . . . . . . .      $   792.0          2.0%
   At book value less surrender charge . . . . .        2,773.8          7.1
                                                      ---------        -----
      Total with adjustment  . . . . . . . . . .        3,565.8          9.1
   Subject to discretionary withdrawal (without
    adjustment) at book value  . . . . . . . . .        3,782.8          9.8
   Subject to discretionary withdrawal--separate
    accounts . . . . . . . . . . . . . . . . . .       14,809.7         38.1
Not subject to discretionary withdrawal:
   General account . . . . . . . . . . . . . . .       15,375.2         39.6
   Separate accounts . . . . . . . . . . . . . .        1,301.5          3.4
                                                      ---------        -----
Total annuity reserves, deposit fund liabilities
 and separate accounts--before reinsurance . . .       38,835.0        100.0%
                                                                       =====
Less reinsurance ceded . . . . . . . . . . . . .           (0.1)
                                                      ---------
Net annuity reserves, deposit fund liabilities
 and separate accounts . . . . . . . . . . . . .      $38,834.9
                                                      =========
</TABLE>

Any liquidation costs associated with the $14.8 billion of separate accounts
subject to discretionary withdrawal are sustained by the separate account
contractholders and not by the general account.

                                       57

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
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 $329.1 million, $72.0 million, $214.1 million and $471.4 million,
respectively, at December 31, 1998. 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 $1.1 billion at December 31, 1998. The majority
of these commitments expire in 1999.

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, 1998, the aggregate
outstanding principal balance of all the remaining pools of loans from 1991,
1993, and 1996 was $602.8 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
1998 and 1997 amounted to $4.6 million and $4.1 million, respectively.

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, 1998, the
aggregate outstanding principal balance of the pools of loans was $445.8
million. There were no mortgage loans buy-backs in 1998 and 1997.

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, 1998 were $411.7 million for short-term borrowings
and $173.4 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, 1998. 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.

                                       58

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 13--COMMITMENTS AND CONTINGENCIES--CONTINUED

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 Company has established a litigation
reserve in connection with the settlement to provide for relief to class members
and for legal and administrative costs associated with the settlement. The
reserve has been charged, net of the related tax effect, directly to
policyholders' contingency reserves of the Company. Given the uncertainties
associated with estimating the reserve, it is possible that the final cost of
the settlement could be different from the amounts presently provided for by the
Company. However, the Company does not believe that the ultimate resolution of
the settlement will have a material adverse effect on the Company's financial
position.

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
                          ---------------------------------------------
                                   1998                    1997
                          ---------------------   ---------------------
                           Carrying     Fair       Carrying     Fair
                            Amount      Value       Amount      Value
                          ----------  ----------  ----------  ----------
                                          (In millions)
<S>                       <C>         <C>         <C>         <C>
Assets
   Bonds--Note 6  . . .   $23,353.0   $24,839.3   $22,986.0   $24,524.8
   Preferred
    stocks--Note 6  . .       844.7       832.4       640.6       695.8
   Common stocks--Note 6      269.3       269.3       256.9       256.9
   Mortgage loans on
    real estate--Note 6     8,223.7     8,619.7     7,851.2     8,215.9
   Policy loans--Note 1     1,573.8     1,573.8     1,577.3     1,577.3
   Cash and cash
    equivalents--Note 1     1,348.9     1,348.9       724.8       724.8
Liabilities
   Guaranteed investment
    contracts--Note 1 .    12,666.9    12,599.7    11,499.4    11,516.8
   Fixed rate deferred
    and immediate
    annuities--Note 1 .     4,375.0     4,412.2     4,289.1     4,290.4
   Supplementary
    contracts without
    life contingencies--
    Note 1  . . . . . .        42.7        44.7        40.9        42.1
Derivatives assets
 (liabilities) relating
 to:--Note 10
Futures contracts . . .        (3.4)       (3.4)       (1.3)       (1.3)
Interest rate swaps . .          --      (159.1)         --       (58.3)
Currency rate swaps . .          --        16.2          --        (9.7)
Interest rate caps  . .         0.4         0.4         0.6         0.6
Interest rate floors  .         0.7         0.7         0.4         0.4
Equity collar agreements       28.6        28.6       (14.1)      (14.1)
Commitments--Note 13  .          --     1,114.2          --     1,332.3
</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.

                                       59

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 15--IMPACT OF YEAR 2000 (UNAUDITED)

The Company is executing its plan to address the impact of the Year 2000 issues
that result from computer programs being written using two digits to reflect the
year rather than four to define the applicable year and century. historically,
the first two digits were hardcoded to save memory.

Many of the Company's computer programs that have date-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in an information technology (IT) system failure or miscalculations
causing disruptions of operations, including, among other things, a temporary
inability to process transactions, send invoices or engage in similar normal
business activities. In addition, non-IT systems including, but not limited to,
security alarms, elevators and telephones are subject to malfunction due to
their dependence on embedded technology such as microcontrollers for proper
operation. As described, the Year 2000 project presents a number of challenges
for financial institutions since the correction of Year 2000 issues in IT and
non-IT systems will be complex and costly for the entire industry.

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

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

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

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

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

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

                                       60

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 15--IMPACT OF YEAR 2000 (UNAUDITED)--CONTINUED

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

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

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

                                       61

<PAGE>

               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Policyholders John Hancock Mutual Variable Life Insurance Account UV
of John Hancock Mutual Life Insurance Company

  We have audited the accompanying statement of assets and liabilities of John
Hancock Mutual Variable Life Insurance Account UV (the Account) (comprising,
respectively, the Large Cap Growth, Sovereign Bond, International Equity Index
(formerly, International Equities), Small Cap Growth, International Balanced,
Mid Cap Growth, Large Cap Value, Money Market, Mid Cap Value, Diversified Mid
Cap Growth (formerly, Special Opportunities), Real Estate Equity, Growth &
Income, Managed, Short-Term Bond (formerly, Short-Term U.S. Government), Small
Cap Value, International Opportunities, Equity Index, Strategic Bond, Turner
Core Growth, Brandes International Equity (formerly, Edinburgh International
Equity) Frontier Capital Appreciation, Emerging Markets Equity, Global Equity,
Bond Index, Small/Mid Cap CORE and High-Yield Bond Subaccounts) as of December
31, 1998, and the related statements of operations and statements of changes in
net assets for each of 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

  In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of each of the respective
subaccounts constituting John Hancock Mutual Variable Life Insurance Account UV
at December 31, 1998, the results of their operations and changes in their net
assets for each of the periods indicated, in conformity with generally accepted
accounting principles.


                                                               ERNST & YOUNG LLP
Boston, Massachusetts
February 10, 1999
                                       62

<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENT OF ASSETS AND LIABILITIES

                               DECEMBER 31, 1998


<TABLE>
<CAPTION>
                                     LARGE CAP    SOVEREIGN   INTERNATIONAL  SMALL CAP   INTERNATIONAL     MID CAP      LARGE CAP
                                      GROWTH        BOND      EQUITY INDEX     GROWTH       BALANCED        GROWTH        VALUE
                                    SUBACCOUNT   SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT     SUBACCOUNT    SUBACCOUNT
                                    -----------  -----------  -------------  ----------  --------------  ------------  ------------
<S>                                 <C>          <C>          <C>            <C>         <C>             <C>           <C>
ASSETS
Investments in shares of
 portfolios of John Hancock
 Variable Series Trust I, at value  $29,089,283  $67,185,725   $4,843,434    $1,802,291  $      210,332  $  1,473,582   $3,774,075
Investments in shares of
 portfolios of M Fund Inc., at
 value. . . . . . . . . . . . . .            --           --           --            --              --            --           --
Policy loans and accrued interest
 receivable . . . . . . . . . . .     1,968,975    9,925,170      263,940            --              --            --           --
Receivable from:
 John Hancock Variable Series
  Trust I . . . . . . . . . . . .        21,267        7,561          763         2,331           1,855         2,479        8,037
 M Fund Inc.  . . . . . . . . . .            --           --           --            --              --            --           --
                                    -----------  -----------   ----------    ----------  --------------  ------------   ----------
Total assets  . . . . . . . . . .    31,079,525   77,118,456    5,108,137     1,804,622         212,187     1,476,061    3,782,112
LIABILITIES
Payable to John Hancock Mutual
 Life Insurance Company . . . . .        20,777        6,369          683         2,302           1,852         2,456        7,975
Asset charges payable . . . . . .           490        1,192           80            29               3            23           62
                                    -----------  -----------   ----------    ----------  --------------  ------------   ----------
Total liabilities . . . . . . . .        21,267        7,561          763         2,331           1,855         2,479        8,037
                                    -----------  -----------   ----------    ----------  --------------  ------------   ----------
Net assets  . . . . . . . . . . .   $31,058,258  $77,110,895   $5,107,374    $1,802,291  $      210,332  $  1,473,582   $3,774,075
                                    ===========  ===========   ==========    ==========  ==============  ============   ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                  DIVERSIFIED
                                            MONEY      MID CAP      MID CAP    REAL ESTATE    GROWTH &
                                           MARKET       VALUE       GROWTH       EQUITY        INCOME       MANAGED
                                         SUBACCOUNT   SUBACCOUNT  SUBACCOUNT   SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
                                         -----------  ----------  -----------  -----------  ------------  ------------
<S>                                      <C>          <C>         <C>          <C>          <C>           <C>
ASSETS
Investments in shares of portfolios of
 John Hancock Variable Series Trust I,
 at value  . . . . . . . . . . . . . .   $47,242,706  $6,049,829  $4,916,238   $5,305,959   $267,925,840  $ 98,661,041
Investments in shares of portfolios of
 M Fund Inc., at value . . . . . . . .            --          --          --           --             --            --
Policy loans and accrued interest
 receivable. . . . . . . . . . . . . .     2,027,110          --          --      225,050     29,167,555    12,154,307
Receivable from:
 John Hancock Variable Series
  Trust I  . . . . . . . . . . . . . .     2,757,264       2,873       1,517        3,585         96,540        63,052
 M Fund Inc. . . . . . . . . . . . . .            --          --          --           --             --            --
                                         -----------  ----------  ----------   ----------   ------------  ------------
Total assets . . . . . . . . . . . . .    52,027,080   6,052,702   4,917,755    5,534,594    297,189,935   110,878,400
LIABILITIES
Payable to John Hancock Mutual Life
 Insurance Company . . . . . . . . . .     2,757,795       2,775       1,439        3,498         91,946        62,013
Asset charges payable  . . . . . . . .           754          98          78           88          4,593         1,724
                                         -----------  ----------  ----------   ----------   ------------  ------------
Total liabilities  . . . . . . . . . .     2,758,549       2,873       1,517        3,586         96,539        63,737
                                         -----------  ----------  ----------   ----------   ------------  ------------
Net assets . . . . . . . . . . . . . .   $49,268,531  $6,049,829  $4,916,238   $5,531,008   $297,093,396  $110,814,663
                                         ===========  ==========  ==========   ==========   ============  ============
<CAPTION>

                                          SHORT-TERM
                                             BOND
                                          SUBACCOUNT
                                         ------------
<S>                                      <C>
ASSETS
Investments in shares of portfolios of     $496,489
 John Hancock Variable Series Trust I,
 at value  . . . . . . . . . . . . . .
Investments in shares of portfolios of           --
 M Fund Inc., at value . . . . . . . .
Policy loans and accrued interest                --
 receivable. . . . . . . . . . . . . .
Receivable from:
 John Hancock Variable Series                    76
  Trust I  . . . . . . . . . . . . . .
 M Fund Inc. . . . . . . . . . . . . .           --
                                           --------
Total assets . . . . . . . . . . . . .      496,565
LIABILITIES
Payable to John Hancock Mutual Life              68
 Insurance Company . . . . . . . . . .
Asset charges payable  . . . . . . . .            8
                                           --------
Total liabilities  . . . . . . . . . .           76
                                           --------
Net assets . . . . . . . . . . . . . .     $496,489
                                           ========
</TABLE>



See accompanying notes.

                                       63

<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 1998


<TABLE>
<CAPTION>
                                                                             TURNER        BRANDES
                        SMALL CAP   INTERNATIONAL    EQUITY    STRATEGIC      CORE      INTERNATIONAL
                          VALUE     OPPORTUNITIES    INDEX        BOND       GROWTH        EQUITY
                        SUBACCOUNT   SUBACCOUNT    SUBACCOUNT  SUBACCOUNT  SUBACCOUNT    SUBACCOUNT
                        ----------  -------------  ----------  ----------  ----------  ---------------
<S>                     <C>         <C>            <C>         <C>         <C>         <C>
ASSETS
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value. . . . . . . .   $2,550,502   $4,181,723    $7,247,833   $470,424    $     --      $     --
Investments in shares
 of portfolios of M
 Fund Inc.,
 at value . . . . . .           --           --            --         --     125,007       255,755
Policy loans and
 accrued interest
 receivable . . . . .           --           --            --         --          --            --
Receivable from:
 John Hancock Variable
  Series Trust I  . .        4,417        2,936        13,979      4,071           2             4
 M Fund Inc.  . . . .           --           --            --         --          --            --
                        ----------   ----------    ----------   --------    --------      --------
Total assets  . . . .    2,554,919    4,184,659     7,261,812    474,495     125,009       255,759
LIABILITIES
Payable to John
 Hancock Mutual Life
 Insurance
 Company  . . . . . .        4,376        2,867        13,860      4,063          --            --
Asset charges payable           41           68           119          8           2             4
                        ----------   ----------    ----------   --------    --------      --------
Total liabilities . .        4,417        2,935        13,979      4,071           2             4
                        ----------   ----------    ----------   --------    --------      --------
Net assets  . . . . .   $2,550,502   $4,181,724    $7,247,833   $470,424    $125,007      $255,755
                        ==========   ==========    ==========   ========    ========      ========
</TABLE>




<TABLE>
<CAPTION>
                          FRONTIER     EMERGING                             SMALL/
                          CAPITAL      MARKETS      GLOBAL       BOND      MID CAP     HIGH YIELD
                        APPRECIATION    EQUITY      EQUITY      INDEX        CORE         BOND
                         SUBACCOUNT   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT   SUBACCOUNT
                        ------------  ----------  ----------  ----------  ----------  ------------
<S>                     <C>           <C>         <C>         <C>         <C>         <C>
ASSETS
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value. . . . . . . .    $       --      $729      $16,495     $14,549     $32,699       $5,453
Investments in shares
 of portfolios of M
 Fund Inc.,
 at value . . . . . .     2,533,128        --           --          --          --           --
Policy loans and
 accrued interest
 receivable . . . . .            --        --           --          --          --           --
Receivable from:
 John Hancock Variable
  Series Trust I  . .            41        --           --          --           1           --
 M Fund Inc.  . . . .            --        --           --          --          --           --
                         ----------      ----      -------     -------     -------       ------
Total assets  . . . .     2,533,169       729       16,495      14,549      32,700        5,453
LIABILITIES
Payable to John
 Hancock Mutual Life
 Insurance
 Company  . . . . . .            --        --           --          --          --           --
Asset charges payable            41        --           --          --           1           --
                         ----------      ----      -------     -------     -------       ------
Total liabilities . .            41         0            0           0           1            0
                         ----------      ----      -------     -------     -------       ------
Net assets  . . . . .    $2,533,128      $729      $16,495     $14,549     $32,699       $5,453
                         ==========      ====      =======     =======     =======       ======
</TABLE>



See accompanying notes.

                                       64

<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                            STATEMENTS OF OPERATIONS

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                 LARGE CAP GROWTH                      SOVEREIGN BOND
                                    SUBACCOUNT                           SUBACCOUNT
                        ----------------------------------  -------------------------------------
                           1998        1997        1996        1998         1997          1996
                        ----------  ----------  ----------  -----------  -----------  --------------
<S>                     <C>         <C>         <C>         <C>          <C>          <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $2,836,032  $1,686,429  $1,905,476  $5,266,576   $4,454,173    $ 3,765,421
  M Fund Inc. . . . .           --          --          --          --           --             --
 Interest income on
  policy loans  . . .      128,186     103,747      83,974     727,807      696,074        678,580
                        ----------  ----------  ----------  ----------   ----------    -----------
Total investment
 income . . . . . . .    2,964,218   1,790,176   1,989,450   5,994,383    5,150,247      4,444,001
Expenses:
 Mortality and expense
  risks . . . . . . .      143,859      99,710      69,829     415,570      370,612        325,346
                        ----------  ----------  ----------  ----------   ----------    -----------
Net investment income    2,820,359   1,690,466   1,919,621   5,578,813    4,779,635      4,118,655
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain
  (loss). . . . . . .      433,509     292,430     145,304    (142,628)    (230,607)      (169,158)
 Net unrealized
  appreciation
  (depreciation)
  during the period .    4,558,660   2,142,494       3,756    (102,600)   1,277,686     (1,418,707)
                        ----------  ----------  ----------  ----------   ----------    -----------
Net realized and
 unrealized gain
 (loss) on investments   4,992,169   2,434,924     149,060    (245,228)   1,047,079     (1,587,865)
                        ----------  ----------  ----------  ----------   ----------    -----------
Net increase in net
 assets resulting from
 operations . . . . .   $7,812,528  $4,125,390  $2,068,681  $5,333,585   $5,826,714    $ 2,530,790
                        ==========  ==========  ==========  ==========   ==========    ===========
</TABLE>


<TABLE>
<CAPTION>
                             INTERNATIONAL EQUITY             SMALL CAP GROWTH
                                  SUBACCOUNT                     SUBACCOUNT
                        ------------------------------  ----------------------------
                          1998      1997        1996      1998      1997       1996*
                        --------  ----------  --------  ---------  --------  ----------
<S>                     <C>       <C>         <C>       <C>        <C>       <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $743,339  $ 195,240   $ 42,110  $     --   $   436    $   160
  M Fund Inc. . . . .         --         --         --        --        --         --
 Interest income on
  policy loans  . . .     17,802     15,746     13,158        --        --         --
                        --------  ---------   --------  --------   -------    -------
Total investment
 income . . . . . . .    761,141    210,986     55,268        --       436        160
Expenses:
 Mortality and expense
  risks . . . . . . .     26,542     24,261     19,834     8,233     4,231        538
                        --------  ---------   --------  --------   -------    -------
Net investment income
 (loss) . . . . . . .    734,599    186,725     35,434    (8,233)   (3,795)      (378)
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain
  (loss). . . . . . .     52,891     50,829     25,854    21,741     6,475       (690)
 Net unrealized
  appreciation
  (depreciation)
  during the period .     13,239   (463,778)   217,574   204,674    92,108     (5,174)
                        --------  ---------   --------  --------   -------    -------
Net realized and
 unrealized gain
 (loss) on investments    66,130   (412,949)   243,428   226,415    98,583     (5,864)
                        --------  ---------   --------  --------   -------    -------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $800,729  $(226,224)  $278,862  $218,182   $94,788    $(6,242)
                        ========  =========   ========  ========   =======    =======
</TABLE>



- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

                                       65

<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                          INTERNATIONAL BALANCED                 MID CAP GROWTH
                                SUBACCOUNT                         SUBACCOUNT
                        ---------------------------  -------------------------------------
                          1998      1997     1996*       1998        1997         1996*
                        --------  ---------  ------  ------------  ---------  ---------------
<S>                     <C>       <C>        <C>     <C>           <C>        <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $ 12,240  $  3,972   $  734  $    130,303  $     --    $        411
  M Fund Inc. . . . .         --        --       --            --        --              --
 Interest income on
  policy loans  . . .         --        --       --            --        --              --
                        --------  --------   ------  ------------  --------    ------------
Total investment
 income . . . . . . .     12,240     3,972      734       130,303        --             411
Expenses:
 Mortality and expense
  risks . . . . . . .        826       392       81         5,242     2,164             292
                        --------  --------   ------  ------------  --------    ------------
Net investment income
 (loss) . . . . . . .     11,414     3,580      653       125,061    (2,164)            199
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain
  (loss). . . . . . .      1,050       429        9        26,192     5,866             (17)
 Net unrealized
  appreciation
  (depreciation)
  during the period .     12,294    (4,312)     899       193,946    66,874           1,684
                        --------  --------   ------  ------------  --------    ------------
Net realized and
 unrealized gain
 (loss) on investments    13,344    (3,883)     908       220,138    72,740           1,667
                        --------  --------   ------  ------------  --------    ------------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $ 24,758  $   (303)  $1,561  $    345,199  $ 70,576    $      1,786
                        ========  ========   ======  ============  ========    ============
</TABLE>




<TABLE>
<CAPTION>
                             LARGE CAP VALUE                  MONEY MARKET
                                SUBACCOUNT                     SUBACCOUNT
                        --------------------------  --------------------------------
                          1998      1997    1996*      1998       1997        1996
                        --------  --------  ------  ----------  --------  ------------
<S>                     <C>       <C>       <C>     <C>         <C>       <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $185,232  $ 57,265  $2,056  $2,249,510  $641,356   $1,073,915
  M Fund Inc. . . . .         --        --      --          --        --           --
 Interest income on
  policy loans  . . .         --        --      --     154,162   148,802      160,206
                        --------  --------  ------  ----------  --------   ----------
Total investment
 income . . . . . . .    185,232    57,265   2,056   2,403,672   790,158    1,234,121
Expenses:
 Mortality and expense
  risks . . . . . . .     15,356     3,303     218     263,735    81,437      134,461
                        --------  --------  ------  ----------  --------   ----------
Net investment income    169,876    53,962   1,838   2,139,937   708,721    1,099,660
Net realized and
 unrealized gain on
 investments:
 Net realized gain  .     68,953    17,858     588          --        --           --
 Net unrealized
  appreciation during
  the period  . . . .     64,132    80,036   4,787          --        --           --
                        --------  --------  ------  ----------  --------   ----------
Net realized and
 unrealized gain on
 investments. . . . .    133,085    97,894   5,375          --        --           --
                        --------  --------  ------  ----------  --------   ----------
Net increase in net
 assets resulting from
 operations . . . . .   $302,961  $151,856  $7,213  $2,139,937  $708,721   $1,099,660
                        ========  ========  ======  ==========  ========   ==========
</TABLE>



- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

                                       66

<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                           MID CAP VALUE                         DIVERSIFIED MID CAP
                                                            SUBACCOUNT                                  GROWTH
                                                 ----------------------------------  --------------------------------------------
                                                     1998          1997     1996*        1998           1997             1996
                                                 --------------  --------  --------  -------------  --------------  ---------------
<S>                                              <C>             <C>       <C>       <C>            <C>             <C>
Investment income:
 Distributions received from:
  John Hancock Variable Series Trust I . . . .   $      53,920   $150,951  $  5,010  $      93,281  $     407,765    $     114,600
  M Fund Inc.  . . . . . . . . . . . . . . . .              --         --        --             --             --               --
 Interest income on policy loans . . . . . . .              --         --        --             --             --               --
                                                 -------------   --------  --------  -------------  -------------    -------------
Total investment income  . . . . . . . . . . .          53,920    150,951     5,010         93,281        407,765          114,600
Expenses:
 Mortality and expense risks . . . . . . . . .          34,857      7,632       572         26,942         22,030           10,841
                                                 -------------   --------  --------  -------------  -------------    -------------
Net investment income  . . . . . . . . . . . .          19,063    143,319     4,438         66,339        385,735          103,759
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain . . . . . . . . . . . . . .          74,634     10,646     8,413         33,249        276,956           81,916
 Net unrealized appreciation (depreciation)
  during the period  . . . . . . . . . . . . .        (944,401)   145,409    14,211        126,465       (477,912)         264,010
                                                 -------------   --------  --------  -------------  -------------    -------------
Net realized and unrealized gain (loss) on
 investments . . . . . . . . . . . . . . . . .        (869,767)   156,055    22,624        159,714       (200,956)         345,926
                                                 -------------   --------  --------  -------------  -------------    -------------
Net increase (decrease) in net assets resulting
 from
 operations  . . . . . . . . . . . . . . . . .   $    (850,704)  $299,374  $ 27,062  $     226,053  $     184,779    $     449,685
                                                 =============   ========  ========  =============  =============    =============
</TABLE>




<TABLE>
<CAPTION>
                              REAL ESTATE EQUITY                     GROWTH & INCOME
                                  SUBACCOUNT                           SUBACCOUNT
                        --------------------------------  -------------------------------------
                           1998         1997      1996       1998         1997          1996
                        ------------  --------  --------  -----------  -----------  -------------
<S>                     <C>           <C>       <C>       <C>          <C>          <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $   343,976   $330,296  $177,243  $26,306,209  $25,377,474   $18,406,284
  M Fund Inc. . . . .            --         --        --           --           --            --
 Interest income on
  policy loans  . . .        17,260     15,261    13,041    1,996,131    1,728,054     1,562,266
                        -----------   --------  --------  -----------  -----------   -----------
Total investment
 income . . . . . . .       361,236    345,557   190,284   28,302,340   27,105,528    19,968,550
Expenses:
 Mortality and expense
  risks . . . . . . .        33,890     25,420    16,931    1,466,469    1,136,268       842,055
                        -----------   --------  --------  -----------  -----------   -----------
Net investment income       327,346    320,137   173,353   26,835,871   25,969,260    19,126,495
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain  .       158,205    181,015    39,891    3,223,935    1,982,518       820,430
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (1,546,717)   165,392   637,301   32,918,552   18,247,212     4,555,481
                        -----------   --------  --------  -----------  -----------   -----------
Net realized and
 unrealized gain
 (loss) on investments   (1,388,512)   346,407   677,192   36,142,487   20,229,730     5,375,911
                        -----------   --------  --------  -----------  -----------   -----------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $(1,061,166)  $666,544  $850,545  $62,978,358  $46,198,990   $24,502,406
                        ===========   ========  ========  ===========  ===========   ===========
</TABLE>



- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

                                       67

<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                       MANAGED                          SHORT-TERM BOND
                                      SUBACCOUNT                           SUBACCOUNT
                        -------------------------------------   --------------------------------
                           1998         1997         1996         1998        1997         1996
                        -----------  -----------  ------------  ---------  -----------  ----------
<S>                     <C>          <C>          <C>           <C>        <C>          <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $ 9,347,788  $ 7,891,222  $ 8,705,892   $ 27,350   $1,036,747    $201,830
  M Fund Inc. . . . .            --           --           --         --           --          --
 Interest income on
  policy loans  . . .       854,487      768,231      705,413         --           --          --
                        -----------  -----------  -----------   --------   ----------    --------
Total investment
 income . . . . . . .    10,202,275    8,659,453    9,411,305     27,350    1,036,747     201,830
Expenses:
 Mortality and expense
  risks . . . . . . .       577,276      497,030      426,946      2,680      121,572      15,305
                        -----------  -----------  -----------   --------   ----------    --------
Net investment income     9,624,999    8,162,423    8,984,359     24,670      915,175     186,525
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain
  (loss). . . . . . .       791,245      437,661      230,806        265      (27,616)        577
 Net unrealized
  appreciation
  (depreciation)
  during the
  period  . . . . . .     6,629,458    4,941,061   (2,103,918)    (4,247)     226,435     225,129
                        -----------  -----------  -----------   --------   ----------    --------
Net realized and
 unrealized gain
 (loss) on investments    7,420,703    5,378,722   (1,873,112)    (3,982)     198,819     225,706
                        -----------  -----------  -----------   --------   ----------    --------
Net increase in net
 assets resulting from
 operations . . . . .   $17,045,702  $13,541,145  $ 7,111,247   $ 20,688   $1,113,994    $412,231
                        ===========  ===========  ===========   ========   ==========    ========
</TABLE>

<TABLE>
<CAPTION>
                              SMALL CAP VALUE           INTERNATIONAL OPPORTUNITIES
                                 SUBACCOUNT                      SUBACCOUNT
                        -----------------------------  -----------------------------
                          1998        1997     1996*     1998       1997        1996*
                        ----------  ---------  ------  ---------  ----------  ---------
<S>                     <C>         <C>        <C>     <C>        <C>         <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $  12,675   $ 95,844   $1,653  $ 33,443   $  5,284     $  482
  M Fund Inc. . . . .          --         --       --        --         --         --
 Interest income on
  policy loans  . . .          --         --       --        --         --         --
                        ---------   --------   ------  --------   --------     ------
Total investment
 income . . . . . . .      12,675     95,844    1,653    33,443      5,284        482
Expenses:
 Mortality and expense
  risks . . . . . . .      11,853      3,270      128    21,581      1,697        295
                        ---------   --------   ------  --------   --------     ------
Net investment income         822     92,574    1,525    11,862      3,587        187
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain  .      29,257     19,812       11    33,474      3,191         57
 Net unrealized
  appreciation
  (depreciation)
  during the
  period  . . . . . .    (105,331)   (12,804)   2,702   272,314    (12,223)     7,271
                        ---------   --------   ------  --------   --------     ------
Net realized and
 unrealized gain
 (loss) on investments    (76,074)     7,008    2,713   305,788     (9,032)     7,328
                        ---------   --------   ------  --------   --------     ------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $ (75,252)  $ 99,582   $4,238  $317,650   $ (5,445)    $7,515
                        =========   ========   ======  ========   ========     ======
</TABLE>



- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

                                       68

<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                EQUITY INDEX                STRATEGIC BOND
                                 SUBACCOUNT                   SUBACCOUNT
                        -----------------------------  ------------------------
                           1998       1997     1996*    1998     1997     1996*
                        ----------  --------  -------  -------  -------  --------
<S>                     <C>         <C>       <C>      <C>      <C>      <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $  185,267  $ 54,601  $ 4,958  $19,628  $ 9,400   $  539
  M Fund Inc. . . . .                     --       --       --       --       --
 Interest income on
  policy loans  . . .           --        --       --       --       --       --
                        ----------  --------  -------  -------  -------   ------
Total investment
 income . . . . . . .      185,267    54,601    4,958   19,628    9,400      539
Expenses:
 Mortality and expense
  risks . . . . . . .       27,141     5,346      287    1,979      658       30
                        ----------  --------  -------  -------  -------   ------
Net investment income      158,126    49,255    4,671   17,649    8,742      509
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain
  (loss). . . . . . .      443,879    14,525      620    3,991      348       36
 Net unrealized
  appreciation
  (depreciation)
  during the period .      585,673   146,714    6,278    4,308    1,260        8
                        ----------  --------  -------  -------  -------   ------
Net realized and
 unrealized gain
 (loss) on investments   1,029,552   161,239    6,898    8,299    1,608       44
                        ----------  --------  -------  -------  -------   ------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $1,187,678  $210,494  $11,569  $25,948  $10,350   $  553
                        ==========  ========  =======  =======  =======   ======
</TABLE>


<TABLE>
<CAPTION>
                           TURNER CORE GROWTH      BRANDES INTERNATIONAL EQUITY
                               SUBACCOUNT                   SUBACCOUNT
                        ------------------------  -----------------------------
                         1998     1997    1996*     1998      1997       1996*
                        -------  -------  ------  --------  ---------  -----------
<S>                     <C>      <C>      <C>     <C>       <C>        <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I . . . . . .  $    --  $    --  $   --  $    --   $    --     $    --
  M Fund Inc. . . . .     2,231    6,373     958   14,444     1,796         510
 Interest income on
  policy loans . . . .       --       --      --       --        --          --
                        -------  -------  ------  -------   -------     -------
Total investment
 income. . . . . . .      2,231    6,373     958   14,444     1,796         510
Expenses:
 Mortality and expense
  risks. . . . . . .        565      301      83    1,158       684         173
                        -------  -------  ------  -------   -------     -------
Net investment income     1,666    6,072     875   13,286     1,112         337
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain
  (loss). . . . . . .     2,780      839      48      600       888         (91)
 Net unrealized
  appreciation
  (depreciation)
  during the period .    22,686    6,487     784    8,581    (1,473)     (1,056)
                        -------  -------  ------  -------   -------     -------
Net realized and
 unrealized gain
 (loss) on investments   25,466    7,326     832    9,181      (585)     (1,147)
                        -------  -------  ------  -------   -------     -------
Net increase
 (decrease) in net
 assets resulting from
 operations. . . . .    $27,132  $13,398  $1,707  $22,467   $   527     $  (810)
                        =======  =======  ======  =======   =======     =======
</TABLE>

- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

                                       69
<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                                        EMERGING                             SMALL/        HIGH
                                                                        MARKETS      GLOBAL       BOND      MID CAP       YIELD
                                      FRONTIER CAPITAL APPRECIATION      EQUITY      EQUITY      INDEX        CORE         BOND
                                               SUBACCOUNT              SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT   SUBACCOUNT
                                     ------------------------------    ----------  ----------  ----------  ----------  ------------
                                       1998        1997      1996*       1998**      1998**      1998**      1998**       1998**
                                     ----------  ---------  ---------  ----------  ----------  ----------  ----------  ------------
<S>                                  <C>         <C>        <C>        <C>         <C>         <C>         <C>         <C>
Investment income:
 Distributions received from:
  John Hancock Variable Series
   Trust I . . . . . . . . . . . .    $    --     $    --    $   --      $  1        $ 117       $ 296      $    --       $  50
  M Fund Inc.  . . . . . . . . . .     12,832       6,463        --        --           --          --           --          --
 Interest income on policy loans .         --          --        --        --           --          --           --          --
                                      -------     -------    ------      ----        -----       -----      -------       -----
Total investment income  . . . . .     12,832       6,463        --         1          117         296           --          50
Expenses:
 Mortality and expense risks . . .     13,446       1,409       477         0           60          11           48           2
                                      -------     -------    ------      ----        -----       -----      -------       -----
Net investment income  . . . . . .       (614)      5,054      (477)        1           57         285          (48)         48
Net realized and unrealized gain
 (loss) on investments:
 Net realized gain (loss)  . . . .     23,061       8,970     6,683        (1)         (16)        (26)      (1,957)       (108)
 Net unrealized appreciation
  (depreciation) during the period       (840)     32,469     1,317       (48)        (303)       (147)       1,888         (19)
                                      -------     -------    ------      ----        -----       -----      -------       -----
Net realized and unrealized gain
 (loss) on investments . . . . . .     22,221      41,439     8,000       (48)        (319)       (173)         (69)       (127)
                                      -------     -------    ------      ----        -----       -----      -------       -----
Net increase (decrease) in net
 assets resulting from operations     $21,607     $46,493    $7,523      $(48)       $(262)      $ 112      $  (117)      $ (79)
                                      =======     =======    ======      ====        =====       =====      =======       =====
</TABLE>



- ---------
 * From May 1, 1996 (commencement of operations).
** From May 1, 1998 (commencement of operations).

See accompanying notes.

                                       70

<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF CHANGES IN NET ASSETS

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                          LARGE CAP GROWTH                           SOVEREIGN BOND
                                                             SUBACCOUNT                                SUBACCOUNT
                                               ---------------------------------------   ---------------------------------------
                                                  1998          1997          1996          1998          1997           1996
                                               ------------  ------------  ------------  ------------  ------------  --------------
<S>                                            <C>           <C>           <C>           <C>           <C>           <C>
Increase (decrease) in net assets from
 operations:
 Net investment income (loss)  . . . . . . .   $ 2,820,359   $ 1,690,466   $ 1,919,621   $ 5,578,813   $ 4,779,635    $ 4,118,655
 Net realized gain (loss)  . . . . . . . . .       433,509       292,430       145,304      (142,628)     (230,607)      (169,158)
 Net unrealized appreciation (depreciation)
  during the period  . . . . . . . . . . . .     4,558,660     2,142,494         3,756      (102,600)    1,277,686     (1,418,707)
                                               -----------   -----------   -----------   -----------   -----------    -----------
Net increase (decrease) in net assets
 resulting from operations . . . . . . . . .     7,812,528     4,125,390     2,068,681     5,333,585     5,826,714      2,530,790
From policyholder transactions:
 Net premiums from policyholders . . . . . .     6,922,934     5,387,401     4,588,842    10,038,753    10,001,325     12,282,665
 Net benefits to policyholders . . . . . . .    (4,268,727)   (3,728,476)   (3,100,493)   (8,215,396)   (8,526,521)    (8,373,358)
 Net increase in policy loans  . . . . . . .       399,407       326,883       174,445       241,068       474,983        344,564
                                               -----------   -----------   -----------   -----------   -----------    -----------
Net increase in net assets resulting from
 policyholder transactions . . . . . . . . .     3,053,614     1,985,808     1,662,794     2,064,425     1,949,787      4,253,871
                                               -----------   -----------   -----------   -----------   -----------    -----------
Net increase in net assets . . . . . . . . .    10,866,142     6,111,198     3,731,475     7,398,010     7,776,501      6,784,661
Net assets at beginning of period  . . . . .    20,192,116    14,080,918    10,349,443    69,712,885    61,936,384     55,151,723
                                               -----------   -----------   -----------   -----------   -----------    -----------
Net assets at end of period  . . . . . . . .   $31,058,258   $20,192,116   $14,080,918   $77,110,895   $69,712,885    $61,936,384
                                               ===========   ===========   ===========   ===========   ===========    ===========
</TABLE>

<TABLE>
<CAPTION>
                                 INTERNATIONAL EQUITY                     SMALL CAP GROWTH
                                      SUBACCOUNT                             SUBACCOUNT
                        ---------------------------------------   ---------------------------------
                           1998          1997          1996          1998        1997        1996*
                        ------------  ------------  ------------  -----------  ----------  -----------
<S>                     <C>           <C>           <C>           <C>          <C>         <C>
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss). . . . . . .   $   734,599   $   186,725   $    35,434   $   (8,233)  $  (3,795)   $   (378)
 Net realized gain
  (loss). . . . . . .        52,891        50,829        25,854       21,741       6,475        (690)
 Net unrealized
  appreciation
  (depreciation)
  during the period .        13,239      (463,778)      217,574      204,674      92,108      (5,174)
                        -----------   -----------   -----------   ----------   ---------    --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .       800,729      (226,224)      278,862      218,182      94,788      (6,242)
From policyholder
 transactions:
 Net premiums from
  policyholders . . .     1,489,281     1,504,962     1,691,043      891,480     809,492     276,720
 Net benefits to
  policyholders . . .    (1,389,338)   (1,091,126)   (1,137,159)    (269,586)   (199,118)    (13,425)
 Net increase in
  policy loans  . . .        42,026        13,761        47,823           --          --          --
                        -----------   -----------   -----------   ----------   ---------    --------
Net increase in net
 assets resulting from
 policyholder
 transactions . . . .       141,969       427,597       601,707      621,894     610,374     263,295
                        -----------   -----------   -----------   ----------   ---------    --------
Net increase in net
 assets . . . . . . .       942,698       201,373       880,569      840,076     705,162     257,053
Net assets at
 beginning of period      4,164,676     3,963,303     3,082,734      962,215     257,053           0
                        -----------   -----------   -----------   ----------   ---------    --------
Net assets at end of
 period . . . . . . .   $ 5,107,374   $ 4,164,676   $ 3,963,303   $1,802,291   $ 962,215    $257,053
                        ===========   ===========   ===========   ==========   =========    ========
</TABLE>



- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

                                       71

<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                   INTERNATIONAL BALANCED                          MID CAP GROWTH
                                                         SUBACCOUNT                                  SUBACCOUNT
                                           --------------------------------------   --------------------------------------------
                                               1998           1997        1996*        1998           1997             1996*
                                           -------------  -------------  ---------  ------------  --------------  -----------------
<S>                                        <C>            <C>            <C>        <C>           <C>             <C>
Increase (decrease) in net assets from
 operations:
 Net investment income (loss)  . . . . .   $     11,414   $      3,580   $    653   $   125,061   $      (2,164)   $          119
 Net realized gain (loss)  . . . . . . .          1,050            429          9        26,192           5,866               (17)
 Net unrealized appreciation
  (depreciation) during the period . . .         12,294         (4,312)       899       193,946          66,874             1,684
                                           ------------   ------------   --------   -----------   -------------    --------------
Net increase (decrease) in net assets
 resulting from operations . . . . . . .         24,758           (303)     1,561       345,199          70,576             1,786
From policyholder transactions:
 Net premiums from policyholders . . . .        150,466         62,380     32,725       722,359         457,341           172,848
 Net benefits to policyholders . . . . .        (50,204)        (9,531)    (1,520)     (211,806)       (125,239)           (9,482)
 Net increase in policy loans  . . . . .             --             --         --            --              --                --
                                           ------------   ------------   --------   -----------   -------------    --------------
Net increase in net assets resulting from
 policyholder transactions . . . . . . .        100,262         52,849     31,205       560,553         332,102           163,366
                                           ------------   ------------   --------   -----------   -------------    --------------
Net increase in net assets . . . . . . .        125,020         52,546     32,766       905,752         402,678           165,152
Net assets at beginning of period  . . .         85,312         32,766          0       567,830         165,152                 0
                                           ------------   ------------   --------   -----------   -------------    --------------
Net assets at end of period  . . . . . .   $    210,322   $     85,312   $ 32,766   $ 1,473,582   $     567,830    $      165,152
                                           ============   ============   ========   ===========   =============    ==============
</TABLE>


<TABLE>
<CAPTION>
                                                           LARGE CAP VALUE                           MONEY MARKET
                                                              SUBACCOUNT                              SUBACCOUNT
                                                  ----------------------------------   -----------------------------------------
                                                     1998         1997       1996*         1998          1997            1996
                                                  -----------  -----------  ---------  -------------  ------------  ---------------
<S>                                               <C>          <C>          <C>        <C>            <C>           <C>
Increase in net assets from operations:
 Net investment income (loss) . . . . . . . . .   $  169,876   $   53,962   $  1,838   $  2,139,937   $   708,721    $  1,099,660
 Net realized gain (loss) . . . . . . . . . . .       68,953       17,858        588             --            --              --
 Net unrealized appreciation (depreciation)
  during the period . . . . . . . . . . . . . .       64,132       80,036      4,787             --            --              --
                                                  ----------   ----------   --------   ------------   -----------    ------------
Net increase (decrease) in net assets resulting
 from operations  . . . . . . . . . . . . . . .      302,961      151,856      7,213      2,139,937       708,721       1,099,660
From policyholder transactions:
 Net premiums from policyholders  . . . . . . .    2,321,441    1,506,756    107,940     55,692,824    11,210,536      34,216,886
 Net benefits to policyholders  . . . . . . . .     (528,449)     (85,021)   (10,621)   (22,850,788)   (9,620,370)    (44,096,427)
 Net increase (decrease) in policy loans  . . .           --           --         --       (198,682)      103,247        (134,332)
                                                  ----------   ----------   --------   ------------   -----------    ------------
Net increase (decrease) in net assets resulting
 from policyholder transactions . . . . . . . .    1,792,991    1,421,735     97,319     32,643,354     1,693,413     (10,013,873)
                                                  ----------   ----------   --------   ------------   -----------    ------------
Net increase (decrease) in net assets . . . . .    2,095,952    1,573,591    104,532     34,783,291     2,402,134      (8,914,213)
Net assets at beginning of period . . . . . . .    1,678,123      104,532          0     14,485,240    12,083,106      20,997,319
                                                  ----------   ----------   --------   ------------   -----------    ------------
Net assets at end of period . . . . . . . . . .   $3,774,075   $1,678,123   $104,532   $ 49,268,531   $14,485,240    $ 12,083,106
                                                  ==========   ==========   ========   ============   ===========    ============
</TABLE>


- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

                                       72

<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                        MID CAP VALUE                         DIVERSIFIED MID CAP GROWTH
                                                         SUBACCOUNT                                   SUBACCOUNT
                                          -----------------------------------------   ------------------------------------------
                                             1998          1997           1996*           1998           1997            1996
                                          ------------  ------------  --------------  -------------  -------------  ---------------
<S>                                       <C>           <C>           <C>             <C>            <C>            <C>
Increase (decrease) in net assets from
 operations:
 Net investment income  . . . . . . . .   $    19,063   $   143,319   $       4,438   $     66,339   $    385,735    $    103,759
 Net realized gain  . . . . . . . . . .        74,634        10,646           8,413         33,249        276,956          81,916
 Net unrealized appreciation
  (depreciation) during the period  . .      (944,401)      145,409          14,211        126,465       (477,912)        264,010
                                          -----------   -----------   -------------   ------------   ------------    ------------
Net increase (decrease) in net assets
 resulting from operations  . . . . . .      (850,704)      299,374          27,062        226,053        184,779         449,685
From policyholder transactions:
 Net premiums from policyholders  . . .     5,639,732     1,620,752         284,225      1,812,711      2,554,133       2,077,582
 Net benefits to policyholders  . . . .      (775,357)     (112,395)        (82,860)    (1,214,489)    (1,628,677)       (497,713)
 Net increase in policy loans . . . . .            --            --              --             --             --              --
                                          -----------   -----------   -------------   ------------   ------------    ------------
Net increase in net assets resulting
 from policyholder transactions . . . .     4,864,375     1,508,357         201,365        598,224        925,456       1,579,869
                                          -----------   -----------   -------------   ------------   ------------    ------------
Net increase in net assets  . . . . . .     4,013,671     1,807,731         228,427        824,277      1,110,235       2,029,554
Net assets at beginning of period . . .     2,036,158       228,427               0      4,091,961      2,981,726         952,172
                                          -----------   -----------   -------------   ------------   ------------    ------------
Net assets at end of period . . . . . .   $ 6,049,829   $ 2,036,158   $     228,427   $  4,916,238   $  4,091,961    $  2,981,726
                                          ===========   ===========   =============   ============   ============    ============
</TABLE>




<TABLE>
<CAPTION>
                                                      REAL ESTATE EQUITY                           GROWTH & INCOME
                                                          SUBACCOUNT                                  SUBACCOUNT
                                            ---------------------------------------   ------------------------------------------
                                               1998          1997          1996           1998           1997            1996
                                            ------------  ------------  ------------  -------------  -------------  ---------------
                                            ---------------------------------------------------------------------------------------
<S>                                         <C>           <C>           <C>           <C>            <C>            <C>
Increase (decrease) in net assets from
 operations:
 Net investment income  . . . . . . . . .   $   327,346   $   320,137   $   173,353   $ 26,835,871   $ 25,969,260    $ 19,126,495
 Net realized gain (loss) . . . . . . . .       158,205       181,015        39,891      3,223,935      1,982,518         820,430
 Net unrealized appreciation
  (depreciation) during the period  . . .    (1,546,717)      165,392       637,301     32,918,552     18,247,212       4,555,481
                                            -----------   -----------   -----------   ------------   ------------    ------------
Net increase in net assets resulting from
 operations . . . . . . . . . . . . . . .    (1,061,166)      666,544       850,545     62,978,358     46,198,990      24,502,406
From policyholder transactions:
 Net premiums from policyholders  . . . .     3,382,263     1,748,132     1,161,434     35,108,834     30,351,780      32,903,369
 Net benefits to policyholders  . . . . .    (1,663,696)   (1,218,783)   (1,008,266)   (29,649,984)   (24,619,851)    (21,130,764)
 Net increase in policy loans . . . . . .        (1,103)       34,311        33,973      3,672,137      3,346,307       1,965,133
                                            -----------   -----------   -----------   ------------   ------------    ------------
Net increase in net assets resulting from
 policyholder transactions  . . . . . . .     1,717,464       563,660       187,141      9,130,987      9,078,236      13,737,738
                                            -----------   -----------   -----------   ------------   ------------    ------------
Net increase in net assets  . . . . . . .       656,298     1,230,204     1,037,686     72,109,345     55,277,226      38,240,144
Net assets at beginning of period . . . .     4,874,710     3,644,506     2,606,820    224,984,051    169,706,825     131,466,681
                                            -----------   -----------   -----------   ------------   ------------    ------------
Net assets at end of period . . . . . . .   $ 5,531,008   $ 4,874,710   $ 3,644,506   $297,093,396   $224,984,051    $169,706,825
                                            ===========   ===========   ===========   ============   ============    ============
</TABLE>
- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

                                       73

<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                           MANAGED                                  SHORT-TERM BOND
                                                          SUBACCOUNT                                  SUBACCOUNT
                                          ------------------------------------------   -----------------------------------------
                                              1998           1997           1996           1998           1997           1996
                                          -------------  -------------  -------------  -------------  -------------  --------------
                                          -----------------------------------------------------------------------------------------
<S>                                       <C>            <C>            <C>            <C>            <C>            <C>
Increase (decrease) in net assets from
 operations:
 Net investment income  . . . . . . . .   $  9,624,999   $  8,162,423   $  8,984,359   $     24,670   $    915,175    $   186,525
 Net realized gain (loss) . . . . . . .        791,245        437,661        230,806            265        (27,616)           577
 Net unrealized appreciation
  (depreciation) during the period  . .      6,629,458      4,941,061     (2,103,918)        (4,247)       226,435        225,129
                                          ------------   ------------   ------------   ------------   ------------    -----------
Net increase in net assets resulting
 from
 operations . . . . . . . . . . . . . .     17,045,702     13,541,145      7,111,247         20,688      1,113,994        412,231
From policyholder transactions:
 Net premiums from policyholders  . . .     13,116,210     13,194,907     14,481,195        420,697        116,602     24,721,092
 Net benefits to policyholders  . . . .    (14,539,301)   (14,539,295)   (12,942,967)       (71,999)   (26,168,835)      (147,655)
 Net increase in policy loans . . . . .      1,134,137      1,257,640        719,880             --             --             --
                                          ------------   ------------   ------------   ------------   ------------    -----------
Net increase (decrease) in net assets
 resulting from policyholder
 transactions . . . . . . . . . . . . .       (288,954)       (86,748)     2,258,108        348,698    (26,052,233)    24,573,437
                                          ------------   ------------   ------------   ------------   ------------    -----------
Net increase (decrease) in net assets .     16,756,748     13,454,397      9,369,355        369,386    (24,938,239)    24,985,668
Net assets at beginning of period . . .     94,057,915     80,603,518     71,234,163        127,103     25,065,342         79,674
                                          ------------   ------------   ------------   ------------   ------------    -----------
Net assets at end of period . . . . . .   $110,814,663   $ 94,057,915   $ 80,603,518   $    496,489   $    127,103    $25,065,342
                                          ============   ============   ============   ============   ============    ===========
</TABLE>

<TABLE>
<CAPTION>
                                 SMALL CAP VALUE              INTERNATIONAL OPPORTUNITIES
                                   SUBACCOUNT                          SUBACCOUNT
                        ---------------------------------   --------------------------------
                           1998         1997       1996*       1998        1997       1996*
                        -----------  -----------  --------  -----------  ---------  -----------
                        -----------------------------------------------------------------------
<S>                     <C>          <C>          <C>       <C>          <C>        <C>
Increase (decrease) in
 net assets from
 operations:
 Net investment income  $      822   $   92,574   $ 1,525   $   11,862   $  3,587    $    187
 Net realized gain  .       29,257       19,812        11       33,474      3,191          57
 Net unrealized
  appreciation
  (depreciation)
  during the period .     (105,331)     (12,804)    2,702      272,314    (12,223)      7,271
                        ----------   ----------   -------   ----------   --------    --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .      (75,252)      99,582     4,238      317,650     (5,445)      7,515
From policyholder
 transactions:
 Net premiums from
  policyholders . . .    1,644,666    1,224,547    63,825    3,814,201    295,915     141,907
 Net benefits to
  policyholders . . .     (270,585)    (137,364)   (3,155)    (339,134)   (46,736)     (4,149)
 Net increase in
  policy loans  . . .           --           --        --           --         --          --
                        ----------   ----------   -------   ----------   --------    --------
Net increase in net
 assets resulting from
 policyholder
 transactions . . . .    1,374,081    1,087,183    60,670    3,475,067    249,179     137,758
                        ----------   ----------   -------   ----------   --------    --------
Net increase in net
 assets . . . . . . .    1,298,829    1,186,765    64,908    3,792,717    243,734     145,273
Net assets at
 beginning of period     1,251,673       64,908         0      389,007    145,273           0
                        ----------   ----------   -------   ----------   --------    --------
Net assets at end of
 period . . . . . . .   $2,550,502   $1,251,673   $64,908   $4,181,724   $389,007    $145,273
                        ==========   ==========   =======   ==========   ========    ========
</TABLE>



- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

                                       74

<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                   EQUITY INDEX                     STRATEGIC BOND
                                    SUBACCOUNT                        SUBACCOUNT
                        ----------------------------------   -----------------------------
                           1998         1997       1996*       1998       1997       1996*
                        -----------  -----------  ---------  ---------  ---------  ----------
                        ---------------------------------------------------------------------
<S>                     <C>          <C>          <C>        <C>        <C>        <C>
Increase in net assets
 from operations:
 Net investment income  $  158,126   $   49,255   $  4,671   $ 17,649   $  8,742    $   509
 Net realized gain  .      443,879       14,525        620      3,991        348         36
 Net unrealized
  appreciation during
  the period  . . . .      585,673      146,714      6,278      4,308      1,260          8
                        ----------   ----------   --------   --------   --------    -------
Net increase in net
 assets resulting from
 operations . . . . .    1,187,678      210,494     11,569     25,948     10,350        553
From policyholder
 transactions:
 Net premiums from
  policyholders . . .    4,822,053    1,827,052    234,122    381,024    161,548     13,347
 Net benefits to
  policyholders . . .     (885,493)    (149,826)    (9,816)   (83,865)   (37,799)      (682)
 Net increase in
  policy loans  . . .           --           --         --         --         --         --
                        ----------   ----------   --------   --------   --------    -------
Net increase in net
 assets resulting from
 policyholder
 transactions . . . .    3,936,560    1,677,226    224,306    297,159    123,749     12,665
                        ----------   ----------   --------   --------   --------    -------
Net increase in net
 assets . . . . . . .    5,124,238    1,887,720    235,875    323,107    134,099     13,218
Net assets at
 beginning of period     2,123,595      235,875          0    147,317     13,218          0
                        ----------   ----------   --------   --------   --------    -------
Net assets at end of
 period . . . . . . .   $7,247,833   $2,123,595   $235,875   $470,424   $147,317    $13,218
                        ==========   ==========   ========   ========   ========    =======
</TABLE>




<TABLE>
<CAPTION>
                             TURNER CORE GROWTH        BRANDES INTERNATIONAL EQUITY
                                 SUBACCOUNT                     SUBACCOUNT
                        ----------------------------   -----------------------------
                          1998      1997      1996*      1998       1997       1996*
                        ---------  --------  --------  ---------  ---------  ----------
                        ---------------------------------------------------------------
<S>                     <C>        <C>       <C>       <C>        <C>        <C>
Increase (decrease) in
 net assets from
 operations:
 Net investment income  $  1,666   $ 6,072   $   875   $ 13,286   $  1,112    $   337
 Net realized gain
  (loss). . . . . . .      2,780       839        48        600        888        (91)
 Net unrealized
  appreciation
  (depreciation)
  during the period .     22,686     6,487       784      8,581     (1,473)    (1,056)
                        --------   -------   -------   --------   --------    -------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .     27,132    13,398     1,707     22,467        527       (810)
From policyholder
 transactions:
 Net premiums from
  policyholders . . .     39,069    33,658    28,147    141,892     82,259     91,573
 Net benefits to
  policyholders . . .     (9,834)   (7,208)   (1,062)   (34,941)   (45,350)    (1,860)
 Net increase in
  policy loans  . . .         --        --        --         --         --         --
                        --------   -------   -------   --------   --------    -------
Net increase in net
 assets resulting from
 policyholder
 transactions . . . .     29,235    26,450    27,085    106,951     36,909     89,713
                        --------   -------   -------   --------   --------    -------
Net increase in net
 assets . . . . . . .     56,367    39,848    28,792    129,418     37,436     88,903
Net assets at
 beginning of period      68,640    28,792         0    126,339     88,903          0
                        --------   -------   -------   --------   --------    -------
Net assets at end of
 period . . . . . . .   $125,007   $68,640   $28,792   $255,755   $126,339    $88,903
                        ========   =======   =======   ========   ========    =======
</TABLE>



- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

                                       75

<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                                        EMERGING                             SMALL/        HIGH
                                                                        MARKETS      GLOBAL       BOND      MID CAP       YIELD
                                     FRONTIER CAPITAL APPRECIATION       EQUITY      EQUITY      INDEX        CORE         BOND
                                               SUBACCOUNT              SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT   SUBACCOUNT
                                    --------------------------------   ----------  ----------  ----------  ----------  ------------
                                       1998        1997      1996*       1998**      1998**      1998**      1998**       1998**
                                    -----------  ---------  ---------  ----------  ----------  ----------  ----------  ------------
<S>                                 <C>          <C>        <C>        <C>         <C>         <C>         <C>         <C>
Increase (decrease) in net assets
 from operations:
 Net investment income (loss) . .   $     (614)  $  5,054   $   (477)    $  1       $    57     $   285    $    (48)    $      48
 Net realized gain (loss) . . . .       23,061      8,970      6,683       (1)          (16)        (26)     (1,957)         (108)
 Net unrealized appreciation
  (depreciation) during the period        (840)    32,469      1,317      (48)         (303)       (147)      1,888           (19)
                                    ----------   --------   --------     ----       -------     -------    --------     ---------
Net increase (decrease) in net
 assets resulting from operations       21,607     46,493      7,523      (48)         (262)        112        (117)          (79)
From policyholder transactions:
 Net premiums from policyholders     2,465,299    138,553    230,461      784        17,519      16,730      52,673       108,274
 Net benefits to policyholders  .     (227,386)   (70,647)   (78,775)      (7)         (762)     (2,293)    (19,857)     (102,742)
 Net increase in policy loans . .           --         --         --       --            --          --          --            --
                                    ----------   --------   --------     ----       -------     -------    --------     ---------
Net increase in net assets
 resulting from policyholder
 transactions . . . . . . . . . .    2,237,913     67,906    151,686      777        16,757      14,437      32,816         5,532
                                    ----------   --------   --------     ----       -------     -------    --------     ---------
Net increase in net assets  . . .    2,259,520    114,399    159,209      729        16,495      14,549      32,699         5,453
Net assets at beginning of period      273,608    159,209          0        0             0           0           0             0
                                    ----------   --------   --------     ----       -------     -------    --------     ---------
Net assets at end of period . . .   $2,533,128   $273,608   $159,209     $729       $16,495     $14,549    $ 32,699     $   5,453
                                    ==========   ========   ========     ====       =======     =======    ========     =========
</TABLE>



- ---------
 * From May 1, 1996 (commencement of operations).
** From May 1, 1998 (commencement of operations).

See accompanying notes.

                                       76

<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                         NOTES TO FINANCIAL STATEMENTS

                               DECEMBER 31, 1998

1. ORGANIZATION

  John Hancock Mutual Variable Life Insurance Account UV (the Account) is a
separate investment account of John Hancock Mutual Life Insurance Company
(JHMLICO or John Hancock). John Hancock Mutual Variable Life Insurance Account
UV was formed to fund variable life insurance policies (Policies) issued by
JHMLICO. The Account is operated as a unit investment trust registered under the
Investment Company Act of 1940, as amended, and currently consists of twenty-six
subaccounts. The assets of each subaccount are invested exclusively in shares of
a corresponding Portfolio of John Hancock Variable Series Trust I (the Fund) or
of M Fund Inc. (M Fund). New subaccounts may be added as new Portfolios are
added to the Fund or to M Fund, or as other investment options are developed,
and made available to policyholders. The twenty-six Portfolios of the Fund and M
Fund which are currently available are the Large Cap Growth, Sovereign Bond,
International Equity Index (formerly, International Equities), Small Cap Growth,
International Balanced, Mid Cap Growth, Large Cap Value, Money Market, Mid Cap
Value, Diversified Mid Cap Growth (formerly, Special Opportunities), Real Estate
Equity, Growth & Income, Managed, Short-Term Bond (formerly, Short-Term U.S.
Government), Small Cap Value, International Opportunities, Equity Index,
Strategic Bond, Turner Core Growth, Brandes International Equity (formerly,
Edinburgh International Equity) Frontier Capital Appreciation, Emerging Markets
Equity, Global Equity, Bond Index, Small/Mid Cap CORE and High Yield Bond
Portfolios. Each Portfolio has a different investment objective.

  The net assets of the Account may not be less than the amount required under
state insurance law to provide for death benefits (without regard to the minimum
death benefit guarantee) and other policy benefits. Additional assets are held
in JHMLICO's general account to cover the contingency that the guaranteed
minimum death benefit might exceed the death benefit which would have been
payable in the absence of such guarantee.

  The assets of the Account are the property of JHMLICO. The portion of the
Account's assets applicable to the policies 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 and of M Fund are valued at the reported net
asset values 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 respective Portfolio 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
provision for federal income taxes, attributable to the operations of the
Account or to the Policies funded in the Account. Currently, JHMLICO does not
make a charge for income or other taxes. Charges for state and local taxes, if
any, attributable to the Account may also be made.

                                       77

<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

 Expenses

  JHMLICO assumes mortality and expense risks of the variable life insurance
policies for which asset charges are deducted at various rates ranging from .50%
to .625%, depending on the type of policy, of net assets (excluding policy
loans) of the Account. Additionally, a monthly charge at varying levels for the
cost of extra insurance is deducted from the net assets of the Account.

  JHMLICO makes certain deductions for administrative expenses and state premium
taxes from premium payments before amounts are transferred to the Account.

 Policy Loans

  Policy loans represent outstanding loans plus accrued interest. Interest is
accrued (net of a charge for policy loan administration determined at an annual
rate of .75% of the aggregate amount of policyholder indebtedness) and
compounded daily.

3. TRANSACTIONS WITH AFFILIATES

  JHMLICO 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.

                                       78

<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

4. DETAILS OF INVESTMENTS

  The details of the shares owned and cost and value of investments in the
Portfolios of the Fund and of M Fund at December 31, 1998 were as follows:


<TABLE>
<CAPTION>
                SUBACCOUNT            SHARES OWNED      COST          VALUE
                ----------            ------------  ------------  --------------
      --------------------------------------------------------------------------
      <S>                             <C>           <C>           <C>
      Large Cap Growth  . . . . . .     1,110,523   $ 21,789,053   $ 29,089,283
      Sovereign Bond  . . . . . . .     6,771,659     67,673,435     67,185,725
      International Equities Index        311,263      5,008,102      4,843,434
      Small Cap Growth  . . . . . .       138,771      1,510,683      1,802,291
      International Balanced  . . .        18,907        201,451        210,332
      Mid Cap Growth  . . . . . . .        97,488      1,211,077      1,473,582
      Large Cap Value . . . . . . .       269,187      3,625,121      3,774,075
      Money Market  . . . . . . . .     4,724,271     47,242,706     47,242,706
      Mid Cap Value . . . . . . . .       496,463      6,834,611      6,049,829
      Diversified Mid Cap Growth  .       308,429      4,879,083      4,916,238
      Real Estate Equity  . . . . .       425,847      6,005,341      5,305,959
      Growth & Income . . . . . . .    13,745,190    204,200,346    267,925,840
      Managed . . . . . . . . . . .     6,309,777     86,765,615     98,661,041
      Short-Term Bond . . . . . . .        49,410        500,882        496,489
      Small Cap Value . . . . . . .       220,083      2,665,935      2,550,502
      International Opportunities .       342,354      3,914,392      4,181,723
      Equity Index  . . . . . . . .       409,419      6,509,168      7,247,833
      Strategic Bond  . . . . . . .        44,382        464,847        470,424
      Turner Core Growth  . . . . .         7,007         95,050        125,007
      Brandes International Equity         23,594        249,703        255,755
      Frontier Capital Appreciation       167,868      2,500,182      2,533,128
      Emerging Markets  . . . . . .           103            777            729
      Global Equity . . . . . . . .         1,681         16,798         16,495
      Bond Index  . . . . . . . . .         1,428         14,696         14,549
      Small/Mid Cap CORE  . . . . .         3,626         30,811         32,699
      High Yield Bond . . . . . . .           591          5,472          5,453
</TABLE>

                                       79

<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

  Purchases, including reinvestment of dividend distributions and proceeds from
the sales of shares in the Portfolios of the Fund and of M Fund during 1998,
were as follows:


<TABLE>
<CAPTION>
                     SUBACCOUNT                  PURCHASES       SALES
                     ----------                 -----------  -------------
      --------------------------------------------------------------------
      <S>                                       <C>          <C>
      Large Cap Growth  . . . . . . . . . . .   $ 6,774,969   $ 1,312,334
      Sovereign Bond  . . . . . . . . . . . .    11,567,936     4,169,838
      International Equities Index  . . . . .     1,784,110       951,538
      Small Cap Growth  . . . . . . . . . . .       806,640       192,979
      International Balanced  . . . . . . . .       126,798        15,122
      Mid Cap Growth  . . . . . . . . . . . .       807,563       121,950
      Large Cap Value . . . . . . . . . . . .     2,359,015       396,146
      Money Market  . . . . . . . . . . . . .    56,538,955    21,551,247
      Mid Cap Value . . . . . . . . . . . . .     5,537,800       654,362
      Diversified Mid Cap Growth  . . . . . .     1,324,819       660,257
      Real Estate Equity  . . . . . . . . . .     2,869,843       824,508
      Growth & Income . . . . . . . . . . . .    42,879,493    10,719,822
      Managed . . . . . . . . . . . . . . . .    14,154,576     5,992,753
      Short-Term Bond . . . . . . . . . . . .       447,882        74,515
      Small Cap Value . . . . . . . . . . . .     1,649,871       274,967
      International Opportunities . . . . . .     3,882,937       396,009
      Equity Index  . . . . . . . . . . . . .     6,624,974     2,530,288
      Strategic Bond  . . . . . . . . . . . .       394,527        79,721
      Turner Core Growth  . . . . . . . . . .        42,112        11,211
      Brandes International Equity  . . . . .       151,328        31,092
      Frontier Capital Appreciation . . . . .     2,487,618       250,320
      Emerging Markets  . . . . . . . . . . .           785             7
      Global Equity . . . . . . . . . . . . .        17,047           233
      Bond Index  . . . . . . . . . . . . . .        17,026         2,304
      Small/Mid Cap CORE  . . . . . . . . . .        41,751         8,983
      High Yield Bond . . . . . . . . . . . .         6,547           967
</TABLE>



5. IMPACT OF YEAR 2000 (UNAUDITED)

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

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

                                       80
<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

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

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

  The validation phase consists of the compliance testing of renovated systems.
The validation phase is expected to be complete by mid 1999, after renovation is
accomplished. John Hancock will use its testing facilities through the remainder
of 1999 to perform special functional testing. Special functional testing
includes testing, as required, with material third parties and industry groups
and to perform reviews of "dry run" of year-end activities. Scheduled testing of
John Hancock's material relationships with third parties is underway. It is
anticipated that testing with material business partners will continue through
much of 1999.

  Finally, the implementation phase involves the actual implementation of
converted or replaced platforms, applications, databases, utilities, interfaces,
and contingency planning. John Hancock is concurrently performing implementation
during the renovation phase and plans to complete this phase before the end of
the second quarter of 1999.

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

                                       81

<PAGE>

             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

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

                                       82

<PAGE>

                   ALPHABETICAL INDEX OF KEY WORDS AND PHRASES


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

<TABLE>
<CAPTION>
 KEY WORD OR PHRASE       PAGE        KEY WORD OR PHRASE                  PAGE
<S>                      <C>          <C>                                <C>

Account. . . . . . . .      28        mortality and expense risk charge     9
attained age . . . . .       9        optional benefits................     8
beneficiary. . . . . .      34        owner............................     4
business day . . . . .      28        Paid-Up Whole Life...............     6
cash value . . . . . .       7        partial surrender................    11
charges. . . . . . . .       8        payment options..................    13
Code . . . . . . . . .      31        policy anniversary...............    28
cost of insurance rates      9        policy year......................    28
date of issue. . . . .      28        Premium; premium payment.........     5
death benefit. . . . .       4        prospectus.......................     2
deductions . . . . . .       8        receive; receipt.................    15
dividends  . . . . . .       7        reinstate; reinstatement.........     5
expenses of the Trust.       9        SEC..............................     2
Fixed Extended Term. .       6        Separate Account U...............    28
full surrender . . . .      11        Servicing Office.................     1
fund . . . . . . . . .       2        special loan account.............    11
grace period . . . . .       5        subaccount.......................    28
guaranteed minimum
 death benefit . . . .      12        surrender........................    11
insurance charge . . .       9        surrender value..................    11
insured person . . . .       4        tax considerations...............    31
investment options . .       1        telephone transfers..............    15
John Hancock . . . . .      28        transfers of cash value..........    10
John Hancock Variable
 Series Trust  . . . .       2        variable investment options......     1
lapse. . . . . . . . .       5        Variable Sum Insured.............    12
loan . . . . . . . . .      11        we; us...........................    28
loan interest. . . . .      11        you; your........................     4

monthly deduction date      28
</TABLE>


                                       83
<PAGE>

                      [LOGO OF JOHN HANCOCK APPEARS HERE]

        Policies Issued by John Hancock Mutual Life Insurance Company
                John Hancock Place, Boston, Massachusetts 02117


H6001UVNY 5/99


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