HANCOCK JOHN MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV, 497, 1999-06-02

HANCOCK JOHN MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV
497, 1999-06-02

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<PAGE>

PROSPECTUS DATED MAY 3, 1999

FLEXV1

a scheduled premium variable life insurance policy
issued by

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

JOHN HANCOCK LIFE SERVICING OFFICE
----------------------------------

EXPRESS DELIVERY U.S. MAIL
---------------- ---------
529 Main Street (X-4) P.O. Box 111
Charlestown, MA 02129 Boston, MA 02117

PHONE: 1-800-732-5543 / FAX: 1-617-886-3048

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

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

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

1
<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 23.

. 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
32.

. Behind the Additional Information section are the financial
statements for John Hancock and Separate Account UV. These start on
page 45.

. Finally, there is an Alphabetical Index of Key Words and Phrases at
the back of the prospectus on page 91.

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? ............................ 4-6
.Is there a minimum amount I must invest? ......................... 6-9
.How will the value of my investment in the policy change over
time? ............................................................ 9-10
.What is the "Excess Value" of the policy and how is it
applied? ......................................................... 10-12
.What charges will John Hancock deduct from my investment in
the policy? ...................................................... 12-14
.What charges will the Trust deduct from my investment in the
policy? .......................................................... 14-15
.What other charges could John Hancock impose in the future? ...... 15
.How can I change my policy's investment allocations? ............. 15-16
.How can I access my investment in the policy? .................... 16-17
.How much will John Hancock pay when the insured person dies? ..... 17-18
.How can I change my policy's insurance coverage? ................. 18
.Can I cancel my policy after it's issued? ........................ 18-19
.Can I choose the form in which John Hancock pays out policy
proceeds? ........................................................ 19-20
.To what extent can John Hancock vary the terms and conditions
of its policies in particular cases? ............................. 20

.How will my policy be treated for income tax purposes? ........... 20
.How do I communicate with John Hancock? .......................... 21-22
</TABLE>

3
<PAGE>

WHAT IS THE POLICY?

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

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

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

. Borrow amounts you have in the investment options

. Withdraw any amount we consider to be "Excess Value" in your policy

. Change the beneficiary who will receive the death benefit

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

. Reduce the amount of insurance by surrendering part 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.

HOW CAN I INVEST MONEY IN THE POLICY?

Premium Payments

We call the investments you make in the policy "premiums" or "premium
payments". Premiums are scheduled and payable during the lifetime of the insured
person in accordance with our established rules and rates. Premiums are payable
at our Life Servicing Office on or before the due date specified in the policy.

<PAGE>

After the payment of the Minimum First Premium (see "Minimum Premium
Requirements" below) there are three scheduled due dates in the first policy
year. Due dates are the last business day in the third, sixth and ninth policy
months. In the second policy year, the scheduled due dates are the last business
day in the sixth and twelfth policy months. In the third and all later policy
years, the scheduled due date is the last business day of the policy year.

You may pay more than the Required Premium during a policy year and may ask to
be billed for an amount greater than any Required Premium. You may also pay
amounts in addition to any billed amount. However, each premium payment must be
at least $25. We reserve the right to limit premium payments above the amount of
the cumulative Required Premiums due on the policy.

The ability to pay more than the Required Premium provides you with
considerable payment flexibility in meeting the premium requirements of the
policy. Consider a policy with a $1,000 Required Premium and where you pay
$1,250 in each of the first eight policy years. If none of the additional
premium of $2,000 is applied under a Value Option (see "Value Options" on page
10), the policy will remain in force for at least ten years without any further
premium payments. During each of these ten years, the premium received ($1,250 a
year for eight years) at least equals the aggregate Required Premiums ($1,000 a
year for 10 years) on the scheduled due dates. In other words, the payment of
more than the Required Premium in a year can be relied upon to satisfy the
Required Premium requirements in later years. If, however, you were to apply
$500 of the additional premium to a Value Option, then only $1,500 would remain
to meet Required Premiums. The policy would remain in force for at least 9 years
but a payment of $500 may be necessary by the end of the tenth policy year to
keep the policy in force.

Maximum premium payments

Federal tax law limits the amount of premium payments you can make relative to
the amount of your policy's insurance coverage. We will not knowingly accept any
amount by which a premium payment exceeds the maximum. If you exceed certain
other limits, the law may impose a penalty on amounts you take out of your
policy. We'll monitor your premium payments and let you know if you're about to
exceed this limit. More discussion of these tax law requirements begins on page
40.

Also, we may refuse to accept any amount of an additional premium if that
amount of premium would increase our insurance risk exposure, and the insured
person doesn't provide us with adequate evidence that he or she continues to
meet our requirements for issuing insurance. In no event, however, will we
refuse to accept any premium necessary to prevent the policy from terminating.

Ways to pay premiums

If you pay premiums by check or money order, they must be drawn on a U.S. bank
in U.S. dollars and made payable to "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.

<PAGE>

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.

IS THERE A MINIMUM AMOUNT I MUST INVEST?

Minimum Premium Requirements

An amount of Required Premium (see "Required Premiums" below) is determined at
the start of each policy year. Generally, the full amount of Required Premium
must be paid by the last scheduled due date of the policy year. In the first and
second policy years, however, there are additional requirements.

In the first policy year, a Minimum First Premium must be received by us at
our Life Servicing Office in order for the policy to be in full force and
effect. The Minimum First Premium is equal to the greater of $150 or one-fourth
of the Required Premium. Also in the first policy year, one-half of the Required
Premium must be received on or before the last business day in the third policy
month and three-quarters of the Required Premium must be received on or before
the last business day in the sixth policy month.

In the second policy year, one-half of the Required Premium for the second
policy year must be received on or before the last business day in the sixth
policy month.

Premium requirements are met by premium payments on a cumulative basis. For
example, the premium requirement on all scheduled due dates of the first policy
year would be met if the full Required Premium for the first policy year were
paid at issue of the policy.

Generally, we count all premiums received when we determine whether the
premium requirement is met on a scheduled due date. This cumulative amount of
premiums received is reduced for this purpose by amounts withdrawn from the
premium component of Excess Value and amounts applied from the premium component
to any Value Option other than the Accumulate Option. The premium requirement
will also be deemed satisfied on the last business day of the second or any
later policy year if any Excess Value is available on the scheduled due date.
See "Value Options" on page 10.

Failure to satisfy a premium requirement on a scheduled due date may cause the
policy to terminate. See "Lapse" and "Options on Lapse".

<PAGE>

Choice of Premium Schedule

At the time of application, you can select either a Level Schedule or a
Modified Schedule as the basis for the Basic Premium on the policy. The Modified
Schedule alternative is not available if the insured person is over age 70 on
the issue date of the policy. If the Level Schedule is chosen, the Basic Premium
will never increase during the lifetime of the insured person. With the Level
Schedule, the Basic Premium is completely insulated from any adverse investment
performance. If the Modified Schedule is chosen, the Basic Premium is initially
lower than under the Level Schedule. However, a premium recalculation (described
below) must occur no later than the policy anniversary nearest the insured
person's 72nd birthday. At the time of the premium recalculation, we determine a
new Basic Premium which is payable through the remaining lifetime of the insured
person.

A comparison of the Basic Premiums at issue under the Level and Modified
Schedules for a Sum Insured at issue of $100,000 for a male is shown below:

<TABLE>
<CAPTION>
Issue
Age Level Modified
----- ----- --------
<S> <C> <C>
25 $1,113.00 $ 708.00
40 $1,954.00 $1,305.00
55 $3,869.00 $2,585.00
</TABLE>

Required Premiums

The Required Premium determined at the start of each policy year equals an
amount for the Basic Death Benefit ("Basic Premium") or $300 if the annual Basic
Premium is less than $300, plus any additional premium for extra mortality risk
or additional insurance benefits that have been purchased. The Basic Premium is
a level amount that does not change if the Level Schedule is selected. If the
Modified Schedule is selected, the Basic Premium does not change until the
premium recalculation occurs. See "Premium recalculation" on page 9.

If the account value on the business day immediately preceding the policy
anniversary, when multiplied by the Death Benefit Factor on that policy
anniversary, is equal to or greater than the Guaranteed Death Benefit, then no
Required Premium is applicable to the following policy year. This means that
even if no premium is paid during the policy year, the premium requirement will
be met on the scheduled due date at the end of the policy year. If applicable,
we will mail a written notice to you within 10 days after any policy anniversary
stating that no premium payment is required in that policy year.

Lapse

Any amount of premium required to keep the policy in force is in default if
not paid on or before its scheduled due date, but the policy provides a 61-day
grace period for the payment of each such amount. (This grace period does not
apply to the receipt of the Minimum First Premium.) The policy continues in full
force during the grace period. If the insured person dies

<PAGE>

during the grace period, we will deduct the amount in default from the death
benefit. During the grace period, you cannot make transfers among investment
options or make a partial withdrawal or policy loan.

If your policy enters a grace period, we will notify you of how much you will
need to pay to keep the policy in force. If you don't pay at least the required
amount by the end of the grace period, your policy will terminate (i.e., lapse).

Options on Lapse

If a policy lapses, we apply the surrender value on the date of lapse to one
of three options for continued insurance that does not require further payment
of premium: Variable Paid-Up Insurance, Fixed Paid-Up Insurance or Fixed
Extended Term Insurance on the life of the insured person, commencing on the
date of lapse.

Both the Variable and Fixed Paid-Up Insurance options provide an amount of
paid-up whole life insurance, determined in accordance with the policy, which
the surrender value will purchase. The amount of Variable Paid-Up Insurance may
then increase or decrease, subject to any guarantee, in response to 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 surrender value will purchase.

The Variable Paid-Up Insurance option is not available unless its initial
amount is at least $5,000. If you have elected no option before the end 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 the latter cases, Fixed Paid-Up Insurance is provided.

You may surrender a policy that is being continued under any of these options
for the option's surrender value while the insured person is living. Loans may
be available under the Variable and Fixed Paid-Up Insurance options.

Reinstatement

You can still reactivate (i.e., "reinstate") a lapsed policy within 3 years
from the beginning of the grace period, unless the surrender value has been paid
out or otherwise exhausted or the period of any Fixed Extended Term Insurance
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 minimum
amount of premium and be subject to the other terms and conditions applicable to
reinstatements, as specified in the policy.

<PAGE>

Premium recalculation

You may elect the premium recalculation applicable to any policy on a Modified
Schedule at any time after the first policy anniversary up to the policy
anniversary nearest the insured person's 72nd birthday. If elected, the premium
recalculation will be effected on the policy anniversary next following receipt
at our Life Servicing Office of satisfactory written notice. If not elected
sooner, we will be effect the premium recalculation on the policy anniversary
nearest the insured person's 72nd birthday.

The new Basic Premium resulting from a premium recalculation may be less than,
equal to or greater than the original Basic Premium but it will never exceed the
maximum Basic Premium shown in the policy. The new Basic Premium depends on the
insured person's sex and age, the Guaranteed Death Benefit under the policy and
the account value on the business day immediately preceding the date of the
premium recalculation.

A charge will be made if the new Basic Premium is below the Basic Premium on
the Level Schedule for the insured person's age at issue of the policy. The
charge (currently1 1/2%) will not exceed 3% of the amount of account value
applied by us to reduce the new Basic Premium to an amount below the Basic
Premium which would have been payable on the Level Schedule for the insured
person's age at issue. See "Guaranteed death benefit charge" on page 13.

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

From each premium payment you make, we deduct the charges described under
"Deductions from premium payments" below. We invest the rest in the investment
options you've elected.

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

The amount you've invested in the fixed investment option will earn interest
-----
at a rate we declare from time to time. We guarantee that this rate will be at
least 4%. If you want to know what the current declared rate is, just call or
write to us. The current declared rate will also appear in the annual statement
we will send you. Amounts you invest in the fixed investment option will not be
---
subject to the mortality and expense risk charge or the guaranteed death benefit
charge described on page 13. Otherwise, the charges applicable to the fixed
investment option are the same as those applicable to the variable investment
options.

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

. the amount you invested,

<PAGE>

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

. minus all charges we deduct, and

. minus all partial withdrawals of Excess Value you have made.

If you take a loan on the policy, however, your account value will be computed
somewhat differently. This is discussed beginning on page 16.

WHAT IS THE "EXCESS VALUE" OF THE POLICY AND HOW IS IT APPLIED?

Excess Value and its components

As of the last business day in each policy year, we compare the account value
of the policy against the "Benchmark Value" (described below) to determine if
any "Excess Value" exists under the policy. Excess Value is any amount of
account value greater than the Benchmark Value.

The policy statements that we send you (see "Reports that you will receive" on
pages 40-41) will specify the amount of any Excess Value at the end of the
reporting period. If you wish this information at any other time, you may
contact your John Hancock representative or telephone us at 1-800-732-5543.

Benchmark Value can be thought of as what the guaranteed cash value would be
under an otherwise comparable non-variable whole life policy. It is the amount
we deem necessary to support your policy's benefits at any time based on
accepted actuarial methods and assumptions.

The Benchmark Value depends upon the policy's Guaranteed Death Benefit, the
Required Premium, any outstanding loan, the sex and attained age of the insured
person, and any contingent deferred sales charge. The formula describing
precisely how Benchmark Value is calculated on each policy anniversary is set
forth in the policy. In general, the Benchmark Value increases as more
guarantees are provided in the policy, either in the form of higher Guaranteed
Death Benefits or lower premiums. If there is a loan outstanding, the Benchmark
Value will not be less than 110% of the outstanding loan amount. The Benchmark
Value generally increases over the life of the policy, as the attained age of
the insured person increases.

Excess Value may arise from two sources. The "premium component" is that
portion of Excess Value up to the amount by which the cumulative premiums paid
(excluding amounts from this component previously withdrawn) exceed the
cumulative amount of Required Premiums due to date. The "experience component"
is that portion of Excess Value above the premium component and arises out of
favorable investment experience or lower than maximum insurance and expense
charges.

Value Options

If Excess Value is available on a policy anniversary, any premium component
and experience component will be applied under Value Options you elect. Either
component may be

<PAGE>

applied to any available Value Option except that the premium component must be
applied to the Accumulate Option until the second policy anniversary. The
amounts to be applied will be determined in accordance with your election and in
accordance with our then current rules. A change in an election will be
effective as of the policy anniversary next following its date of receipt in
writing at our Life Servicing Office or, if subject to underwriting rules, its
date of approval. Any change in election does not affect amounts previously
applied under any Value Option.

The policy includes three Value Options:

The Accumulate Option leaves any Excess Value in the account value and does
not affect the guarantees under the policy. The Accumulate Option is available
on both premium schedules and no limit is placed on the amount that may be
applied from either the premium component or the experience component.

The Extra Death Benefit Option increases the amount of Guaranteed Death
Benefit. The Extra Death Benefit Option is available on both premium schedules.
No limit is placed on the amount that may be applied from the experience
component. The amount that may be applied from the premium component is limited
to an amount that depends upon the Sum Insured at issue and the insured person's
age at issue of the policy. Amounts applied from the premium component reduce
the cumulative amount of premiums received under the policy for purposes of
determining whether the policy will continue to remain in force. A guaranteed
death benefit charge (see "What charges will John Hancock deduct from my
investment in the policy?" on pages 12-14) is made against the account value to
cover the risk assumed by us in providing the increased Guaranteed Death
Benefit. The Extra Death Benefit Value Option may not be available if the
insured person is an extra mortality risk.

The increase in Guaranteed Death Benefit equals the amount applied less the
guaranteed death benefit charge times the Death Benefit Factor shown in the
policy. An increase in the Guaranteed Death Benefit may increase the amount at
risk under the policy which would increase the amount of the insurance charge.
See "What charges will John Hancock deduct from my investment in the policy?" on
pages 12-14. You may decrease the amount of any Extra Death Benefit on the
policy. Depending upon the amount of account value under a policy, a decrease
may result in an amount of Excess Value which you may take as a partial
withdrawal. See "Partial withdrawals of Excess Value" on page 16. Any decrease
is effective at the end of the business day in which we receive written notice
of the request.

The Basic Premium Reduction Option permanently decreases the amount of the
Basic Premium that would otherwise have to be paid in a policy year to avoid a
lapse at the end of the year. The Basic Premium Reduction Option is available
only on the Level Schedule. No limit is currently placed on the amount that may
be applied from either component except that the Basic Premium may not be
reduced below zero. Amounts applied from the premium component reduce the
cumulative amounts of premiums received under the policy for purposes of
determining whether the policy will continue to remain in force. A guaranteed
death benefit charge is made against the account value to cover the risk assumed
by us that the Guaranteed Death Benefit will remain in effect notwithstanding
the lower future premiums. The reduction in Basic Premium equals the amount
applied, less the guaranteed death benefit charge, divided

<PAGE>

by the Premium Credit Factor shown in the policy. The Premium Credit Factor
depends upon the sex and the then attained age of the insured person. The
Premium Credit Factor decreases from year to year as the attained age of the
insured person increases. For example, the Premium Credit Factor for a female
age 60 is 13.6798, and for a female age 61 is 13.3382.

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

Deductions from premium payments

. Premium processing charge - A charge, not to exceed $2, to cover premium
-------------------------
collection and processing costs. The charge is currently $2 but may be
different for payments made under special billing arrangements acceptable to
us.

. Premium tax charge - A charge to cover state premium taxes we currently
------------------
expect to pay, on average. This charge is currently 2.5% of each premium.

. Premium sales charge - A charge to help defray our sales costs. The
--------------------
charge is 5% of the premiums you pay each policy year (after deduction of the
premium processing charge). We currently waive this charge for policies with
a Sum Insured of $250,000 or higher, but continuation of that waiver is not
guaranteed.

Deductions from account value

. Issue charge - A charge to help defray our administrative costs. This
------------
charge has two parts: (1) a flat dollar charge of $240, and (2) a charge of
48c per $1,000 of Sum Insured at issue. The charge is deducted in 48 equal
monthly installments. If the policy lapses or is surrendered before the full
amount of the charge has been deducted, the remainder will be deducted from
the surrender value.

. Maintenance charge - A monthly charge to help defray our administrative
------------------
costs. This charge is also in two parts: (1) a flat dollar charge of up to
$4, and (2) a charge of 2c per $1,000 of the current Sum Insured. This charge
currently cannot exceed $6.75 per month, but this limit is not guaranteed and
may be withdrawn or modified at any time.

. Insurance charge - A monthly charge for the cost of insurance. To
----------------
determine the charge, we multiply the amount of insurance for which we are at
risk by a cost of insurance rate. The rate is derived from an actuarial
table. The table in your policy will show the maximum cost of insurance
-------
rates. The cost of insurance rates that we currently apply are generally less
than the maximum rates. We will review the cost of insurance rates at least
every 5 years and may change them from time to time. However, those rates
will never be more than rates based on the 1980 Commissioners' Standard
Ordinary Mortality Tables. The table of rates we use will depend on the
insurance risk characteristics and gender of the insured person, the current
Sum Insured and the length of time the policy has been in effect. Regardless
of the table used, cost of insurance rates generally increase each year that
you own your policy, as the insured person's attained age increases. (The
insured person's "attained age" on any date is his or her age on the birthday
nearest that date.) We will charge lower current insurance rates under a
policy with a current Sum Insured of $250,000 or more if the insured person
is over age 32 and in the standard underwriting class or is over age 34 and
in the preferred underwriting class.

<PAGE>

. Guaranteed death benefit charge - A monthly charge for our guarantee that
-------------------------------
the death benefit will never be less than the Sum Insured. This charge is
currently 1c per $1,000 of the Sum Insured at the time the charge is
deducted. We guarantee that this charge will never exceed 3c per $1,000 of
the Sum Insured at the time the charge is deducted. When an Extra Death
Benefit Value Option is exercised, we guarantee a higher Guaranteed Death
Benefit. When a Basic Premium Reduction Value Option is exercised, we provide
the same Guaranteed Death Benefit with less premiums. In either event, we
make a one-time deduction from the amount applied as compensation for making
the additional guarantee. The current charge is1 1/2% of the amount applied.
We may increase this charge, but it will never exceed 3% of the amount
applied.

. Extra mortality risk charge - An insured person who does not qualify for
---------------------------
either the preferred or standard underwriting class must pay an additional
Required Premium because of the extra mortality risk. We collect this
additional premium in two ways: up to 7.5% of the additional premium is
deducted from premiums when paid and the remainder of the additional premium
is deducted monthly from your policy's account value in equal installments.
An insured who is charged an additional Required Premium because of the extra
mortality risk may not be eligible to exercise the Extra Death Benefit Value
Option.

. M &E charge - A daily charge for mortality and expense risks we assume.
-----------
This charge is deducted from the variable investment options. It does not
apply to the fixed investment option. 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 .90%.

. Additional insurance benefits charges - An additional Required premium
-------------------------------------
must be paid if you elect to purchase any additional insurance benefit that
is added to the policy by means of a rider. We collect this additional
premium in two ways: up to 7.5% of the additional premium is deducted from
premiums when paid and the remainder of the additional premium is deducted
monthly from your policy's account value in equal installments.

. Premium recalculation charge - When a premium recalculation is effected
----------------------------
on policy on a Modified Schedule, and the new Basic Premium is less than the
Basic Premium on the Level Schedule for the insured person's age at issue of
the policy, a one-time deduction is made from the amount applied as
compensation for the additional guarantee. The current charge is1 1/2% of the
amount applied to reduce the new Basic Premium to an amount below the Basic
Premium on the Level Schedule for the insured person's age at issue. We may
increase this charge, but it will never exceed 3% of the amount applied.

. Contingent deferred sales charge ("CDSC") - A charge we deduct if the
-----------------------------------------
policy lapses or is surrendered within the first eleven policy years. We
deduct this charge to compensate us for sales expenses that we would
otherwise not recover in the event of early lapse or surrender. The CDSC is a
percentage of the lesser of (a) the total amount of premiums you have
actually paid before the date of surrender or lapse and (b) the sum of the
Modified Premiums or portions thereof due (whether or not actually paid) on
or before the date of surrender or lapse.

<PAGE>

<TABLE>
<CAPTION>
Maximum Contingent Deferred Sales
Charge as a Percentage of Modified
Premiums Due Through Effective
For Surrenders or Lapses Effective During: Date of Surrender or Lapse*
------------------------------------------ ----------------------------------
<S> <C>
Policy years 1-6 ....................................... 15.00%
Policy year 7 .......................................... 14.17%
Policy year 8 .......................................... 10.86%
Policy year 9 .......................................... 7.13%
Policy year 10 ......................................... 4.22%
Policy year 11 ......................................... 1.90%
Policy year 12 and later ............................... 0%
</TABLE>

*A slightly lower percentage than that shown applies for the last business
day of policy years 6through 11.

The amount of the CDSC is calculated on the basis of the premium under the
Modified Schedule for the attained age of the insured person at the time the
policy is issued, regardless of whether the policy uses the Level Schedule or
the Modified Schedule. At issue ages higher than 57, the maximum CDSC
percentage is reached at an earlier policy year and may be reduced to zero
over a shorter number of years.

. Partial withdrawal charge - A charge for each partial withdrawal of
-------------------------
Excess Value to compensate us for the administrative expenses of processing
the withdrawal. The charge is equal to the lesser of $25 or 2% of the amount
withdrawn.

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.

<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%
Equity Index ................... 0.14% 0.08% 0.22% 0.08%
Large Cap Value ................ 0.74% 0.07% 0.81% 0.07%
Large Cap Growth ............... 0.37% 0.05% 0.42% 0.05%
Mid Cap Value .................. 0.80% 0.05% 0.85% 0.05%
Mid Cap Growth ................. 0.85% 0.08% 0.93% 0.08%
Real Estate Equity ............. 0.60% 0.05% 0.65% 0.05%
Small/Mid Cap Growth** ......... 0.75% 0.05% 0.80% 0.05%
Small/Mid Cap CORE ............. 0.80% 0.10% 0.90% 0.23%
Small Cap Value ................ 0.80% 0.07% 0.87% 0.07%
Small Cap Growth ............... 0.75% 0.08% 0.83% 0.08%
Global Equity .................. 0.90% 0.10% 1.00% 0.50%
International Balanced ......... 0.85% 0.10% 0.95% 0.64%
International Equity Index ..... 0.17% 0.10% 0.27% 0.23%
International Opportunities .... 0.87% 0.10% 0.97% 0.32%
Emerging Markets Equity ........ 1.30% 0.10% 1.40% 0.68%
Short-Term Bond ................ 0.30% 0.05% 0.35% 0.05%
</TABLE>

<PAGE>

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

** Small/Mid Cap Growth was formerly "Diversified Mid Cap Growth" and Global
Bond was formerly "Strategic Bond."

WHAT OTHER CHARGES COULD JOHN HANCOCK IMPOSE IN THE FUTURE?

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

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

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

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 and must
equal 100% in total.

Transfers of existing account value

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

Under our current rules, you can make transfers out of any variable investment
--------
option anytime you wish. However, transfers out of the fixed investment option
-----
are currently subject to the following restrictions:

. You can only make such a transfer once a year and only during the 31 day
period following your policy anniversary.

<PAGE>

. We must receive the request for such a transfer during the period beginning
60 days prior to the policy anniversary and ending 30 days after it.

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

We reserve the right to impose a minimum amount limit on transfers out of the
fixed investment option. We also reserve the right to impose a charge of up to
$5 for each transfer among investment options of more than 12 in any policy
year.

Limitation on number of investment options

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

HOW CAN I ACCESS MY INVESTMENT IN THE POLICY?

Full surrender

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

Partial withdrawals of Excess Value

Under our current administrative rules, you may make a partial withdrawal of
your policy's Excess Value, if any, at any time after the first policy year (see
"Excess Value and its components" on page 10). Each partial withdrawal must be
at least $500. There is a charge for each partial withdrawal. We will
automatically reduce the account value of your policy by the amount of the
withdrawal and the related charge. Each investment option will be reduced in the
same proportion as the account value is then allocated among them. Unless the
Current Death Benefit exceeds the Guaranteed Death Benefit, a partial withdrawal
will not affect the death benefit payable.

Amounts withdrawn from the premium component of Excess Value reduce the
cumulative amount of premiums received for purposes of determining whether the
premium requirements of the policy have been met. On a Modified Schedule,
because the account value is reduced by a partial withdrawal, the premium that
results from the premium recalculation will be higher because of the partial
withdrawal.

Policy loans

You may borrow from your policy at any time after it has been in effect for 1
year by completing a form satisfactory to us or, if the telephone transaction
authorization form has been completed, by telephone. The minimum amount of each
loan is $300, unless the loan is used to pay premiums. The maximum amount you
can borrow is equal to 100% of that portion of your surrender value that is
attributable to the fixed investment option plus one of the following:

<PAGE>

. In policy years 2 and 3 - - 75% of that portion of your surrender
value that is attributable to the variable investment options

. In all later policy years - - 90% of that portion of your surrender
value that is attributable to the variable investment options

Interest charged on any loan will accrue daily at an effective annual rate
determined by John Hancock at the start of each policy year. This interest rate
will not exceed the greater of (1) the "Published Monthly Average" (defined
below) for the calendar month ending 2 months before the calendar month of the
policy anniversary or (2) 5%. In jurisdictions where a fixed loan rate is
applicable, we will charge interest at an effective annual rate of 6%. The
"Published Monthly Average" means Moody's Corporate Bond Yield Average--Monthly
Average Corporates, as published by Moody's Investors Service, Inc., or if the
average is no longer published, a substantially similar average established by
the insurance regulator where the policy is issued. Accrued interest will be
added to the loan daily and will bear interest at the same rate as the original
loan amount.

The amount of the loan is deducted from the investment options in the same
proportion as the account value is then allocated among them and is placed in a
special loan account. This special loan account will earn interest at a rate
that is 1% less than the loan interest rate for the first 20 Policy years and
.5% less than the loan interest rate thereafter. However, if we determine that a
loan will be treated as a taxable distribution because of the differential
between the loan interest rate and the rate being credited on the special loan
account, we reserve the right to decrease the rate credited on the special loan
account to a rate that would, in our reasonable judgement, result in the
transaction being treated as a loan under Federal tax law.

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

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

. The remainder of the repayment will be allocated among the investment
options in the same way a new premium payment would be allocated.

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

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

The death benefit payable upon the death of the insured person is the greater
of the Guaranteed Death Benefit, including any Extra Death Benefit, or the
Current Death Benefit.

Guaranteed Death Benefit. The Guaranteed Death Benefit at any time is the sum
of the Basic Death Benefit and any Extra Death Benefit. The Basic Death Benefit
at issue of the policy is the same as the Sum Insured at issue shown in the
policy. Thereafter the Basic Death Benefit may be reduced by a partial surrender
on your request. We guarantee that, regardless of the

<PAGE>

investment experience of the investment options, the death benefit will never be
less than the Guaranteed Death Benefit.

Extra Death Benefit. An Extra Death Benefit may be available from time to time
on policy anniversaries. If you exercise an Extra Death Benefit Value Option on
a policy anniversary, the amount of Extra Death Benefit produced under the
Option becomes a Guaranteed Death Benefit. The amount of any Extra Death Benefit
depends upon the account value, Benchmark Value and the sex and age of the
insured person on the policy anniversary as of which the Option is exercised.
See "Value Options" on page 10. The insured person's age on a policy anniversary
is the age of the insured person on his or her birthday nearest that date.

Current Death Benefit. The Current Death Benefit on any date is the account
value on that date times the Death Benefit Factor shown in the policy. The Death
Benefit Factor depends upon the sex and the then attained age of the insured
person. The Death Benefit Factor decreases from year to year as the attained age
of the insured person increases. For example, the Death Benefit Factor for a
male age 75 is 1.3546, and for a male age 76 is 1.3325. A complete list of Death
Benefit Factors is set forth in the policy. The Current Death Benefit is
variable - - that is it increases as the account value increases and decreases
as the account value decreases.

HOW CAN I CHANGE MY POLICY'S INSURANCE COVERAGE?

Change of Sum Insured

At any time, you may request a decrease or increase in your Sum Insured,
subject to our administrative rules in effect at the time. For any increase, we
will require evidence that the insured person still meets our requirements for
issuing coverage. This is because such a change increases our insurance risk
exposure.

Partial surrenders

You may partially surrender your policy upon submission of a written request
satisfactory to us in accordance with our rules. Currently, the policy after
partial surrender must have a Sum Insured at least as large as the minimum
amount for which we would issue a policy on the life of the insured person. The
Guaranteed Death Benefit for the policy will be adjusted to prospectively
reflect the new Sum Insured. A pro-rata portion of the account value will be
paid to you and a pro-rata portion of any contingent deferred sales charge will
be deducted. Possible alternatives to the partial surrender of the policy would
be withdrawal of some or all of your Excess Value or taking a policy loan.

Tax consequences

Please read "Tax considerations" starting on page 38 to learn about possible
tax consequences of changing your insurance coverage under the policy.

CAN I CANCEL MY POLICY AFTER IT'S ISSUED?

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

<PAGE>

. 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 us at one of the addresses shown on page 1,
or to the John Hancock representative who delivered the policy to you.

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

<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.

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

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

State law insurance requirements

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

Variations in expenses or risks

We may vary the charges and other terms of our policies where special
circumstances result in sales or administrative expenses, mortality risks or
other risks that are different from those normally associated with the policies.
These include the type of variations discussed under "Reduced charges for
eligible classes" on page 37. No variation in any charge will exceed any maximum
stated in this prospectus with respect to that charge.

HOW WILL MY POLICY BE TREATED FOR INCOME TAX PURPOSES?

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

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

For further information about the tax consequences of owning a policy, please
read "Tax considerations" beginning of page 38.

<PAGE>

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,
except as discussed below under "Telephone Transactions." They include the
following:

. loans, surrenders (including partial surrenders) or partial
withdrawals

. transfers of account value among investment options

. change of allocation among investment options for new premium
payments

. change of death benefit option

. change of beneficiary

. election of payment option for policy proceeds

. tax withholding elections

. election of telephone transaction privilege

You should mail or express these requests to the 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

<PAGE>

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.

<PAGE>

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

The following tables illustrate the changes in death benefit, account value
and surrender value of the policy under certain hypothetical circumstances that
we assume solely for this purpose. Each table separately illustrates the
operation of a policy for a specified issue age, premium payment schedule and
Sum Insured. The amounts shown are for the end of each policy year and assume
that all of the account value is invested in funds that achieve investment
returns at constant 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 Required Premiums that are
paid at the beginning of each policy year for an insured person who is a 35 year
old male standard non-smoker underwriting risk when the policy is issued.

Tables are provided for each of the three death benefit options. The tables
headed "Current Charges" assume that the current rates for all charges deducted
by John Hancock will apply in each year illustrated, including the reduction in
the monthly insurance charge after the ninth policy year and the waiver after
the tenth policy year of the sales charge deducted from premiums. The tables
headed "Maximum Charges" are the same, except that the maximum permitted rates
for all years are used for all charges. The tables do not reflect any charge
that we reserve the right to make but are not currently making.

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

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

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

<PAGE>

PLAN: SCHEDULE PREMIUM VARIABLE WHOLE LIFE
MALE, ISSUE AGE 25, STANDARD NON-SMOKER UNDERWRITING RISK
SUM INSURED AT ISSUE (GUARANTEED DEATH BENEFIT) $100,000
PREMIUM SCHEDULE--LEVEL
$1,113 BASIC PREMIUM (1)
USING CURRENT CHARGES

<TABLE>
<CAPTION>
Death Benefit Surrender Value
------------------------------ ------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest ------------------------------ ------------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- ---------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,169 $ 0 $100,000 $ 100,000 $ 364 $ 415 $ 465
2 2,396 100,000 100,000 100,000 1,013 1,157 1,307
3 3,684 100,000 100,000 100,000 1,656 1,940 2,246
4 5,037 100,000 100,000 100,000 2,293 2,763 3,292
5 6,458 100,000 100,000 100,000 2,922 3,628 4,456
6 7,949 100,000 100,000 100,000 3,575 4,574 5,790
7 9,515 100,000 100,000 100,000 4,287 5,635 7,342
8 11,160 100,000 100,000 100,000 5,050 6,806 9,121
9 12,886 100,000 100,000 100,000 5,869 8,095 11,147
10 14,699 100,000 100,000 100,000 6,672 9,432 13,371
11 16,603 100,000 100,000 100,000 7,458 10,817 15,809
12 18,602 100,000 100,000 100,000 8,227 12,253 18,487
13 20,700 100,000 100,000 100,000 8,842 13,605 21,294
14 22,904 100,000 100,000 100,000 9,434 15,009 24,392
15 25,218 100,000 100,000 100,000 10,002 16,464 27,810
16 27,647 100,000 100,000 103,099 10,546 17,974 31,578
17 30,198 100,000 100,000 112,919 11,061 19,536 35,708
18 32,877 100,000 100,000 123,251 11,547 21,155 40,231
19 35,689 100,000 100,000 134,143 12,003 22,831 45,183
20 38,643 100,000 100,000 145,628 12,427 24,567 50,602
25 55,776 100,000 100,000 213,495 14,013 34,244 86,337
30 77,644 100,000 100,000 303,575 14,430 45,834 141,778
35 105,553 100,000 111,075 424,197 12,944 59,271 226,359
40 141,173 100,000 123,220 586,610 8,445 74,301 353,721
45 186,634 100,000 134,621 805,043 0 90,471 541,023
50 244,655 100,000 145,489 1,099,519 0 107,404 811,693
55 318,706 100,000 156,019 1,497,179 0 124,219 1,192,022
</TABLE>

- ---------

(1) If premiums are paid more frequently than annually the payments would be
$556.50 semiannually, $278.25 quarterly, or $92.75 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments.
(2) The premiums accumulated at 5% interest in Column 2 are those payable if the
gross investment return is 6%.

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

<PAGE>

PLAN: SCHEDULED PREMIUM VARIABLE WHOLE LIFE
MALE, ISSUE AGE 25, STANDARD NON-SMOKER UNDERWRITING RISK
SUM INSURED AT ISSUE (GUARANTEED DEATH BENEFIT) $100,000
PREMIUM SCHEDULE AT ISSUE--MODIFIED
$708 INITIAL BASIC PREMIUM AT ISSUE (1)
USING CURRENT CHARGES

<TABLE>
<CAPTION>
Death Benefit Surrender Value
----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 743 $100,000 $100,000 $100,000 $ 0 $ 22 $ 50
2 1,524 100,000 100,000 100,000 276 353 433
3 2,344 100,000 100,000 100,000 557 703 862
4 3,204 100,000 100,000 100,000 835 1,074 1,343
5 4,108 100,000 100,000 100,000 1,109 1,464 1,883
6 5,057 100,000 100,000 100,000 1,412 1,912 2,525
7 6,053 100,000 100,000 100,000 1,776 2,451 3,309
8 7,099 100,000 100,000 100,000 2,196 3,075 4,238
9 8,197 100,000 100,000 100,000 2,675 3,789 5,322
10 9,350 100,000 100,000 100,000 3,142 4,523 6,500
11 10,561 100,000 100,000 100,000 3,594 5,275 7,779
12 11,833 100,000 100,000 100,000 4,032 6,046 9,172
13 13,168 100,000 100,000 100,000 4,319 6,701 10,554
14 14,570 100,000 100,000 100,000 4,586 7,370 12,068
15 16,042 100,000 100,000 100,000 4,832 8,054 13,728
16 17,587 100,000 100,000 100,000 5,054 8,751 15,550
17 19,210 100,000 100,000 100,000 5,250 9,458 17,547
18 20,914 100,000 100,000 100,000 5,418 10,176 19,740
19 22,703 100,000 100,000 100,000 5,557 10,902 22,148
20 24,581 100,000 100,000 100,000 5,664 11,635 24,795
25 35,480 100,000 100,000 105,465 5,663 15,374 42,650
30 49,391 100,000 100,000 151,443 4,426 18,960 70,728
35 67,144 100,000 100,000 212,845 1,078 21,630 113,578
40 89,803 100,000 100,000 295,386 0 22,168 178,115
45 118,721 100,000 100,000 406,292 0 17,479 273,046
50 181,945 100,000 100,000 552,389 12,634 26,515 407,787
55 282,446 100,000 100,000 747,760 26,940 51,261 595,351
</TABLE>

- ---------
(1) If premiums are paid more frequently than annually the payments would be
$354.00 semiannually, $177.00 quarterly, or $59.00 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments. The basic premium (annual) after a
recalculation at age 72 will be as follows: $9,973.00 for a hypothetical
gross investment return of 0%, $8,658 for a gross return of 6%, and $0 for a
gross return of 12%.
(2) The premiums accumulated at 5% interest in Column 2 are those payable if the
gross investment return is 6%.

<PAGE>

PLAN: SCHEDULED PREMIUM VARIABLE WHOLE LIFE
MALE, ISSUE AGE 40, PREFERRED UNDERWRITING RISK
SUM INSURED AT ISSUE (GUARANTEED DEATH BENEFIT) $100,000
PREMIUM SCHEDULE AT ISSUE--MODIFIED
$1,305 INITIAL BASIC PREMIUM AT ISSUE (1)
USING CURRENT CHARGES

<TABLE>
<CAPTION>
Death Benefit Surrender Value
----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,370 $100,000 $100,000 $100,000 $ 461 $ 522 $ 584
2 2,809 100,000 100,000 100,000 1,187 1,364 1,548
3 4,320 100,000 100,000 100,000 1,890 2,239 2,616
4 5,906 100,000 100,000 100,000 2,571 3,148 3,799
5 7,571 100,000 100,000 100,000 3,231 4,098 5,114
6 9,320 100,000 100,000 100,000 3,921 5,142 6,631
7 11,157 100,000 100,000 100,000 4,720 6,361 8,443
8 13,085 100,000 100,000 100,000 5,603 7,732 10,545
9 15,109 100,000 100,000 100,000 6,583 9,270 12,968
10 17,235 100,000 100,000 100,000 7,520 10,836 15,593
11 19,467 100,000 100,000 100,000 8,412 12,430 18,442
12 21,810 100,000 100,000 100,000 9,274 14,069 21,555
13 24,271 100,000 100,000 100,000 9,847 15,496 24,705
14 26,855 100,000 100,000 100,000 10,378 16,961 28,172
15 29,568 100,000 100,000 100,000 10,856 18,455 31,986
16 32,417 100,000 100,000 100,000 11,282 19,983 36,189
17 35,408 100,000 100,000 100,000 11,646 21,538 40,823
18 38,548 100,000 100,000 100,000 11,948 23,121 45,941
19 41,846 100,000 100,000 100,000 12,176 24,726 51,599
20 45,309 100,000 100,000 108,338 12,331 26,358 57,811
25 65,398 100,000 100,000 163,585 11,801 34,888 98,641
30 91,038 100,000 100,000 239,454 7,355 43,286 160,923
35 133,172 100,000 100,000 340,044 20,643 59,903 251,029
40 194,031 100,000 110,116 481,206 45,863 87,672 383,125
</TABLE>

- ---------
(1) If premiums are paid more frequently than annually the payments would be
$652.50 semiannually, $326.25 quarterly, or $108.75 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments. The basic premium (annual) after a
recalculation at age 72 will be as follows: $9,488 for a hypothetical gross
investment return of 0%, $4,148 for a gross return of 6%, and $0 for a gross
return of 12%.
(2) The premiums accumulated at 5% interest in Column 2 are those payable if the
gross investment return is 6%.

<PAGE>

PLAN: SCHEDULED PREMIUM VARIABLE WHOLE LIFE
MALE, ISSUE AGE 40, PREFERRED UNDERWRITING RISK
SUM INSURED AT ISSUE (GUARANTEED DEATH BENEFIT) $100,000
PREMIUM SCHEDULE--LEVEL
$1,954 BASIC PREMIUM (1)
USING CURRENT CHARGES

<TABLE>
<CAPTION>
Death Benefit Surrender Value
----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 2,052 $100,000 $100,000 $100,000 $ 1,055 $ 1,152 $ 1,249
2 4,206 100,000 100,000 100,000 2,368 2,653 2,950
3 6,468 100,000 100,000 100,000 3,653 4,221 4,835
4 8,843 100,000 100,000 100,000 4,909 5,857 6,923
5 11,337 100,000 100,000 100,000 6,139 7,569 9,241
6 13,955 100,000 100,000 100,000 7,394 9,414 11,872
7 16,705 100,000 100,000 100,000 8,752 11,474 14,921
8 19,592 100,000 100,000 100,000 10,190 13,729 18,395
9 22,623 100,000 100,000 100,000 11,722 16,198 22,343
10 25,806 100,000 100,000 100,000 13,207 18,744 26,664
11 29,148 100,000 100,000 100,000 14,645 21,372 31,402
12 32,657 100,000 100,000 100,000 16,051 24,100 36,616
13 36,342 100,000 100,000 100,000 17,165 26,676 42,106
14 40,211 100,000 100,000 106,045 18,236 29,354 48,161
15 44,273 100,000 100,000 117,326 19,256 32,134 54,794
16 48,538 100,000 100,000 129,284 20,225 35,022 62,063
17 53,017 100,000 100,000 141,963 21,134 38,020 70,019
18 57,719 100,000 100,000 155,418 21,984 41,138 78,725
19 62,657 100,000 100,000 169,690 22,768 44,378 88,243
20 67,841 100,000 100,000 184,869 23,485 47,753 98,649
25 97,922 100,000 110,676 277,011 25,936 66,737 167,035
30 136,313 100,000 131,571 403,732 25,186 88,421 271,325
35 185,310 100,000 153,198 582,334 19,879 113,095 429,894
40 247,845 100,000 176,714 839,265 5,622 140,696 668,204
</TABLE>

- ---------
(1) If premiums are paid more frequently than annually the payments would be
$977.00 semiannually, $488.50 quarterly, or $162.83 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments.
(2) The premiums accumulated at 5% interest in Column 2 are those payable if the
gross investment return is 6%.

<PAGE>

PLAN: SCHEDULED PREMIUM VARIABLE WHOLE LIFE
MALE, ISSUE AGE 25, STANDARD NON-SMOKER UNDERWRITING RISK
SUM INSURED AT ISSUE (GUARANTEED DEATH BENEFIT) $100,000
PREMIUM SCHEDULE--LEVEL
$1,113 BASIC PREMIUM (1)
USING MAXIMUM CHARGES

<TABLE>
<CAPTION>
Death Benefit Surrender Value
------------------------------ ------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest ------------------------------ ------------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- ---------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,169 $100,000 $100,000 $ 100,000 $ 341 $ 390 $ 440
2 2,396 100,000 100,000 100,000 966 1,107 1,254
3 3,684 100,000 100,000 100,000 1,586 1,862 2,162
4 5,037 100,000 100,000 100,000 2,200 2,657 3,173
5 6,458 100,000 100,000 100,000 2,805 3,492 4,299
6 7,949 100,000 100,000 100,000 3,436 4,407 5,591
7 9,515 100,000 100,000 100,000 4,125 5,435 7,096
8 11,160 100,000 100,000 100,000 4,866 6,572 8,822
9 12,886 100,000 100,000 100,000 5,663 7,825 10,791
10 14,699 100,000 100,000 100,000 6,445 9,124 12,950
11 16,603 100,000 100,000 100,000 7,209 10,469 15,318
12 18,602 100,000 100,000 100,000 7,956 11,863 17,916
13 20,700 100,000 100,000 100,000 8,546 13,168 20,633
14 22,904 100,000 100,000 100,000 9,115 14,522 23,630
15 25,218 100,000 100,000 100,000 9,659 15,926 26,938
16 27,647 100,000 100,000 100,000 10,177 17,379 30,586
17 30,198 100,000 100,000 109,378 10,666 18,882 34,588
18 32,877 100,000 100,000 119,394 11,127 20,438 38,972
19 35,689 100,000 100,000 129,947 11,556 22,048 43,770
20 38,643 100,000 100,000 141,078 11,954 23,714 49,021
25 55,776 100,000 100,000 206,776 13,401 32,970 83,620
30 77,644 100,000 100,000 293,842 13,652 43,982 137,233
35 105,553 100,000 106,570 410,229 11,952 56,868 218,906
40 141,173 100,000 118,197 566,603 7,134 71,272 341,656
45 186,634 100,000 129,198 777,332 0 86,827 522,401
50 244,655 100,000 139,733 1,061,754 0 103,154 783,814
55 318,706 100,000 149,937 1,445,830 0 119,377 1,151,139
</TABLE>

- ---------
(1) If premiums are paid more frequently than annually the payments would be
$556.50 semiannually, $278.25 quarterly, or $92.75 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments.
(2) The premiums accumulated at 5% interest in Column 2 are those payable if the
gross investment return is 6%.

<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 743 $100,000 $100,000 $100,000 $ 0 $ 0 $ 25
2 1,524 100,000 100,000 100,000 228 302 379
3 2,344 100,000 100,000 100,000 486 626 778
4 3,204 100,000 100,000 100,000 742 968 1,224
5 4,108 100,000 100,000 100,000 992 1,328 1,725
6 5,057 100,000 100,000 100,000 1,272 1,745 2,325
7 6,053 100,000 100,000 100,000 1,615 2,251 3,063
8 7,099 100,000 100,000 100,000 2,012 2,841 3,939
9 8,197 100,000 100,000 100,000 2,469 3,519 4,965
10 9,350 100,000 100,000 100,000 2,914 4,215 6,080
11 10,561 100,000 100,000 100,000 3,345 4,927 7,288
12 11,833 100,000 100,000 100,000 3,761 5,656 8,601
13 13,168 100,000 100,000 100,000 4,024 6,263 9,892
14 14,570 100,000 100,000 100,000 4,266 6,883 11,305
15 16,042 100,000 100,000 100,000 4,488 7,514 12,854
16 17,587 100,000 100,000 100,000 4,684 8,154 14,549
17 19,210 100,000 100,000 100,000 4,854 8,801 16,406
18 20,914 100,000 100,000 100,000 4,996 9,455 18,443
19 22,703 100,000 100,000 100,000 5,107 10,114 20,677
20 24,581 100,000 100,000 100,000 5,189 10,777 23,132
25 35,480 100,000 100,000 100,000 5,045 14,085 39,649
30 49,391 100,000 100,000 140,899 3,636 17,068 65,804
35 67,144 100,000 100,000 198,012 62 18,858 105,663
40 89,803 100,000 100,000 274,605 0 18,021 165,584
45 118,721 100,000 100,000 377,708 0 11,173 253,836
50 185,093 100,000 100,000 513,209 12,557 19,582 378,864
55 291,981 100,000 100,000 694,495 26,686 44,928 552,942
</TABLE>

- ---------
(1) If premiums are paid more frequently than annually the payments would be
$354.00 semiannually, $177.00 quarterly, or $59.00 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments. The basic premium (annual) after a
recalculation at age 72 will be as follows: $9,973 for a hypothetical gross
investment return of 0%, $9,608 for a gross return of 6%, and $0 for a gross
return of 12%.
(2) The premiums accumulated at 5% interest in Column 2 are those payable if the
gross investment return is 6%.

<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 2,052 $100,000 $100,000 $100,000 $ 898 $ 990 $ 1,082
2 4,206 100,000 100,000 100,000 2,045 2,311 2,588
3 6,468 100,000 100,000 100,000 3,155 3,678 4,244
4 8,843 100,000 100,000 100,000 4,224 5,089 6,066
5 11,337 100,000 100,000 100,000 5,253 6,552 8,076
6 13,955 100,000 100,000 100,000 6,304 8,131 10,361
7 16,705 100,000 100,000 100,000 7,442 9,894 13,011
8 19,592 100,000 100,000 100,000 8,653 11,830 16,038
9 22,623 100,000 100,000 100,000 9,949 13,954 19,485
10 25,806 100,000 100,000 100,000 11,197 16,138 23,252
11 29,148 100,000 100,000 100,000 12,395 18,383 27,378
12 32,657 100,000 100,000 100,000 13,536 20,686 31,899
13 36,342 100,000 100,000 100,000 14,369 22,800 36,614
14 40,211 100,000 100,000 100,000 15,134 24,973 41,822
15 44,273 100,000 100,000 101,859 15,825 27,202 47,571
16 48,538 100,000 100,000 112,157 16,438 29,492 53,841
17 53,017 100,000 100,000 122,996 16,967 31,843 60,664
18 57,719 100,000 100,000 134,418 17,411 34,262 68,087
19 62,657 100,000 100,000 146,454 17,765 36,753 76,159
20 67,841 100,000 100,000 159,166 18,022 39,321 84,934
25 97,922 100,000 100,000 234,323 17,403 53,439 141,295
30 136,313 100,000 104,459 334,125 11,849 70,201 224,546
35 185,310 100,000 119,929 467,654 0 88,535 345,234
40 247,845 100,000 134,755 647,075 0 107,289 515,187
</TABLE>

- ---------
(1) If premiums are paid more frequently than annually the payments would be
$977.00 semiannually, $488.50 quarterly, or $162.83 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments.
(2) The premium accumulated at 5% interest in Column 2 are those payable is the
gross investment return is 6%.

<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,370 $100,000 $100,000 $100,000 $ 303 $ 359 $ 416
2 2,809 100,000 100,000 100,000 861 1,019 1,183
3 4,320 100,000 100,000 100,000 1,387 1,689 2,019
4 5,906 100,000 100,000 100,000 1,876 2,370 2,928
5 7,571 100,000 100,000 100,000 2,330 3,062 3,925
6 9,320 100,000 100,000 100,000 2,809 3,830 5,083
7 11,157 100,000 100,000 100,000 3,379 4,739 6,478
8 13,085 100,000 100,000 100,000 4,024 5,773 8,107
9 15,109 100,000 100,000 100,000 4,755 6,947 9,995
10 17,235 100,000 100,000 100,000 5,440 8,125 12,025
11 19,467 100,000 100,000 100,000 6,076 9,306 14,209
12 21,810 100,000 100,000 100,000 6,654 10,482 16,560
13 24,271 100,000 100,000 100,000 6,921 11,401 18,845
14 26,855 100,000 100,000 100,000 7,118 12,303 21,329
15 29,568 100,000 100,000 100,000 7,234 13,178 24,031
16 32,417 100,000 100,000 100,000 7,267 14,023 26,975
17 35,408 100,000 100,000 100,000 7,207 14,828 30,191
18 38,548 100,000 100,000 100,000 7,052 15,591 33,714
19 41,846 100,000 100,000 100,000 6,795 16,305 37,583
20 45,309 100,000 100,000 100,000 6,426 16,959 41,846
25 65,398 100,000 100,000 117,184 2,323 18,774 70,661
30 91,038 100,000 100,000 169,495 0 15,792 113,908
35 147,806 100,000 100,000 232,749 12,557 25,705 171,822
40 238,359 100,000 100,000 314,514 26,686 50,296 250,409
</TABLE>

- ---------
(1) If premiums are paid more frequently than annually the payments would be
$652.50 semiannually, $326.25 quarterly, or $108.75 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments. The basic premium (annual) after a
recalculation at age 72 will be as follows: $9,973 for a hypothetical gross
investment return of 0%, $8,568 for a gross return of 6%, and $0 for a gross
return of 12%.
(2) The premiums accumulated at 5% interest in Column 2 are those payable if the
gross investment return is 6%.

<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 22.

<TABLE>
<CAPTION>
CONTENTS OF THIS SECTION PAGES TO SEE
- ------------------------ ------------
<S> <C>
Description of John Hancock....................................... 33
How we support the policy and investment options.................. 33-34
Procedures for issuance of a policy............................... 34-35
Commencement of investment performance............................ 35
How we process certain policy transactions........................ 35-36
Effects of policy loans........................................... 36
Additional information about how certain policy charges work...... 36-37
How we market the policies........................................ 37-38
Tax considerations................................................ 38-40
Reports that you will receive..................................... 40
Voting privileges that you will have.............................. 40-41
Changes that John Hancock can make as to your policy.............. 41-42
Adjustments we make to death benefits............................. 42
When we pay policy proceeds....................................... 42
Other details about exercising rights and paying benefits......... 42-43
Year 2000 Issues.................................................. 43
Legal matters..................................................... 43
Registration statement filed with the SEC......................... 43
Accounting and actuarial experts.................................. 43
Financial statements of John Hancock and the Account.............. 43
List of Directors and Executive Officers of John Hancock.......... 44
</TABLE>

<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).

Our general account

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

<PAGE>

regard to the actual investment experience of the general account.

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

PROCEDURES FOR ISSUANCE OF A POLICY

Generally, the policy is available with a minimum Sum Insured at issue of
$25,000 for insured persons with an attained age of less than 25 at the time of
policy issue, and $50,000 for insured persons with attained ages of 25 through
75 at the time of policy issue. At the time of issue, the insured person must
have an attained age of 75 or less. All insured persons must meet certain health
and other insurance risk criteria called "underwriting standards".

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

Commencement of insurance coverage

After you apply for a policy, it can sometimes take up to several weeks for us
to gather and evaluate all the information we need to decide whether to issue a
policy to you and, if so, what the insured person's rate class should be. After
we approve an application for a policy and assign an appropriate insurance rate
class, we will prepare the policy for delivery. We will not pay a death benefit
under a policy unless the policy is in effect when the insured person dies
(except for the circumstances described under "Temporary insurance coverage
prior to policy delivery" on page 35).

The policy will take effect only if all of the following conditions are
satisfied:

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

. At least the first Required Premium is received by us.

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

If all of the above conditions are satisfied, the policy will take effect on
the date shown in the policy as the "date of issue." That is the date on which
we begin to deduct monthly charges. Policy months, policy years and policy
anniversaries are all measured from the date of issue.

Backdating

In order to preserve a younger age at issue for the insured person, we can
designate a date of issue that is up to 60 days earlier than the date that would
otherwise apply. This is referred to as "backdating" and is allowed under state
insurance laws. Backdating can also be used in certain corporate-owned life
insurance cases involving multiple policies to retain a common monthly deduction
date.

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

<PAGE>

Temporary coverage prior to policy delivery

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

Monthly deduction dates

Each charge that we deduct monthly is assessed against your account value 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.

COMMENCEMENT OF INVESTMENT PERFORMANCE

All premium payments will be allocated among the investment options on the
date as of which they are processed (as discussed below).

HOW WE PROCESS CERTAIN POLICY TRANSACTIONS

Premium payments

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

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

(2) If you pay a sufficient premium to take your policy out of a grace period,
the portion of such premium that equals the overdue Required Premium will be
processed as of that Required Premium's due date.

(3) If the Minimum First Premium is not received prior to the date of issue,
we will process each premium payment received thereafter as if received on the
business day immediately preceding the date of issue until all of the Minimum
First Premium is received.

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

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

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

. The tax problem relates to modified endowment status and we receive a signed
acknowledgment from the owner prior to the refund date instructing us to
process the premium notwithstanding the tax issues involved.

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

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

Transfers among investment options

<PAGE>

at the end of the business day in which we receive at our Life Servicing Office
notice satisfactory to us.

If received on or before the policy anniversary, requests for transfer out of
the fixed investment option will be processed on the policy anniversary (or the
next business day if the policy anniversary does not occur on a business day).
If received after the policy anniversary, such a request will be processed at
the end of the business day in which we receive the request at our Life
Servicing Office. If you request a transfer out of the fixed investment option
61 days or more prior to the policy anniversary, we will not process that
portion of the reallocation, and your confirmation statement will not reflect a
transfer out of the fixed investment option as to such request. Currently, there
is no minimum amount limit on transfers into the fixed investment option, but we
reserve the right to impose such a limit in the future. We have the right to
defer transfers of amounts out of the fixed investment option for up to six
months.

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

EFFECTS OF POLICY LOANS

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

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

Whenever the outstanding loan exceeds the surrender value of the policy, 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), unless a
repayment of such excess is made within that period.

ADDITIONAL INFORMATION ABOUT HOW CERTAIN POLICY CHARGES WORK

Sales expenses and related charges

The sales charges (i.e., the premium sales charge and the CDSC) 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

<PAGE>

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" below.)

Effect of premium payment pattern

You may structure the timing and amount of premium payments to minimize the
sales charges, although doing so involves certain risks. Paying more than one
Required Premium in any policy year could reduce your total sales charges.
Accelerating the payment of Required Premiums to earlier policy years could
result in a larger CDSC and/or cause aggregate premiums paid to exceed the
policy's 7-pay premium limit and, as a result, cause the policy to become a
modified endowment, with adverse tax consequences to you upon receipt of policy
distributions. (See "Tax considerations" beginning on page 38.) On the other
hand, to pay less than the amount of Required Premiums by their due dates runs
the risk that the policy will lapse, resulting in loss of coverage and
additional charges.

Monthly charges

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

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

Reduced charges for eligible classes

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

HOW WE MARKET THE POLICIES

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.

<PAGE>

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 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 50% of the premium that would be payable under a Modified Schedule in
the first policy year, 10% of the such premiums payable in the second through
fourth policy years, and 3% of any other premiums received by us 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 are also 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
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.

The offering of the policies is intended to be continuous, but 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

<PAGE>

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

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

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

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

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

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

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

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

7-pay premium limit

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

The 7-pay limit is the total of net level premiums that would have been
payable at any time for a comparable fixed policy to be fully "paid-up" after

<PAGE>

the payment of 7 equal annual premiums. "Paid-up" means that no further premiums
would be required to continue the coverage in force indefinitely, based on
certain prescribed assumptions. If the total premiums paid at any time during
the first 7 policy years exceed the 7-pay limit, the policy will be treated as a
"modified endowment", which can have adverse tax consequences.

The owner will be taxed on distributions and loans from a "modified endowment"
to the extent of any income (gain) to the owner (on an income-first basis). The
distributions and loans affected will be those made on or after, and within the
two year period prior to, the time the policy becomes a modified endowment.
Additionally, a 10% penalty tax may be imposed on taxable portions of such
distributions or loans that are made before the owner attains age 59 1/2.

Furthermore, any time there is a "material change" in a policy (such as a Sum
Insured increase, the addition of certain other policy benefits after issue, a
change in death benefit option, or reinstatement of a lapsed policy), the policy
will have a new 7-pay limit as if it were a newly-issued policy. This is true
even for policies entered into prior to June 21, 1988. If a prescribed portion
of the policy's then account value, plus all other premiums paid within 7 years
after the material change, at any time exceed the new 7-pay limit, the policy
will become a modified endowment.

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

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

Corporate and H.R. 10 plans

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

REPORTS THAT YOU WILL RECEIVE

At least annually, we will send you a statement setting forth at least the
following information as of the end of the most recent reporting period: the Sum
Insured, the account value, the portion of the account value in each investment
option, the surrender value, premiums received and charges deducted from
premiums since the last report, and any outstanding policy loan (and interest
charged for the preceding policy year). Moreover, you also will receive
confirmations of transfers among investment options, policy loans, partial
withdrawals and certain other policy transactions. Premium payments not in
response to a billing notice are "unscheduled" and will be separately confirmed.
Therefore, if you make a premium payment that differs by more than $25 from that
billed, you will receive a separate confirmation of that premium payment.

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

<PAGE>

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

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

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

CHANGES THAT 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 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

<PAGE>

will obtain your approval of the changes and the approval of any appropriate
regulatory authority.

ADJUSTMENTS WE MAKE TO DEATH BENEFITS

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

WHEN WE PAY POLICY PROCEEDS

General

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

Delay to challenge coverage

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

Delay for check clearance

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

Delay of separate account proceeds

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

OTHER DETAILS ABOUT EXERCISING RIGHTS AND PAYING BENEFITS

Joint ownership

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

Assigning your policy

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

<PAGE>

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. In response to this challenge, 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 its 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.
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 has
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.

<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)

<CAPTION>
<S> <C>
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.

<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

<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.

<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.

<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.

<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.

<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.

<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.

<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.

<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 from 2 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% to 8 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.

<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.

<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 at 7 3/8% and are scheduled to mature on February 15, 2024. The
issuance of the surplus notes was approved by the Commonwealth of Massachusetts
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.

<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>

<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
Value Gains Losses Fair Value
--------- --------- --------- ----------
December 31, 1998 (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
========= ========= ========= =========

<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.

<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>

<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.

<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.

<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.

<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.

<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.

<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.

<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.

<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.

<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.

<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.

<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.

<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.

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

<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 & SHORT-TERM
MARKET VALUE GROWTH EQUITY INCOME MANAGED BOND
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 ............................ $47,242,706 $6,049,829 $4,916,238 $5,305,959 $267,925,840 $ 98,661,041 $496,489
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 76
M Fund Inc. ......................... -- -- -- -- -- -- --
----------- ---------- ---------- ---------- ------------ ------------ --------
Total assets ......................... 52,027,080 6,052,702 4,917,755 5,534,594 297,189,935 110,878,400 496,565
LIABILITIES
Payable to John Hancock Mutual Life
Insurance Company ................... 2,757,795 2,775 1,439 3,498 91,946 62,013 68
Asset charges payable ................ 754 98 78 88 4,593 1,724 8
----------- ---------- ---------- ---------- ------------ ------------ --------
Total liabilities .................... 2,758,549 2,873 1,517 3,586 96,539 63,737 76
----------- ---------- ---------- ---------- ------------ ------------ --------
Net assets ........................... $49,268,531 $6,049,829 $4,916,238 $5,531,008 $297,093,396 $110,814,663 $496,489
=========== ========== ========== ========== ============ ============ ========
</TABLE>

See accompanying notes.

<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.

<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.

<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.

<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.

<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.

<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.

<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.

<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.

<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.

<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.

<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.

<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.

<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.

<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.

<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.

<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 Equity 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>

<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 Equity 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.

<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 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.

<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.

<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..................... 33 modified endowment contract ........ 20
account value............... 7 Modified Schedule .................. 7
attained age ............... 12 monthly deduction date ............. 35
Basic Premium............... 7 mortality and expense risk charge .. 13
Benchmark Value............. 10 owner .............................. 4
beneficiary................. 42 partial surrender .................. 18
business day ............... 33 partial withdrawal ................. 16
charges..................... 12 partial withdrawal charge .......... 14
Code ....................... 39 payment options .................... 19
cost of insurance rates .... 12 policy anniversary ................. 36
Current Death Benefit ...... 18 policy year ........................ 7
date of issue............... 34 premium; premium payment ........... 4
death benefit............... 4 premium recalculation .............. 9
deductions ................. 12 prospectus ......................... 2
Excess Value ............... 10 receive; receipt ................... 21
exenses of the Trust ....... 14 reinstate; reinstatement ........... 8
Extra Death Benefit......... 11 Required Premium ................... 7
fixed investment option .... 9 sales and administrative charges ... 12
full surrender ............. 16 SEC ................................ 2
fund ....................... 2 Separate Account UV ................ 33
grace period ............... 8 Servicing Office ................... 1
Guaranteed Death special loan account ............... 17
Benefit ................... 17 subaccount ......................... 33
insurance charge ........... 12 Sum Insured ........................ 17
insured person ............. 4 surrender .......................... 16
investment options ......... 1 surrender value .................... 16
John Hancock ............... 33 tax considerations ................. 38
John Hancock Variable telephone transfers ................ 36
Series Trust ............. 2 transfers of account value ......... 15
lapse....................... 7 Value Options ...................... 11
Level Schedule ............. 7 variable investment options ........ 1
loan ....................... 16 we; us ............................. 33
loan interest............... 17 you; your .......................... 4
maximum premiums ........... 5
Minimum First Premium ...... 6
</TABLE>

<PAGE>

[LOGO] JOHN HANCOCK(R)

POLICIES ISSUED BY JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
JOHN HANCOCK PLACE, BOSTON, MASSACHUSETTS 02117

S8138UVNY 5/99
<PAGE>

PROSPECTUS DATED MAY 3, 1999

FLEXV1

a scheduled premium variable life insurance policy
issued by

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

JOHN HANCOCK LIFE SERVICING OFFICE
----------------------------------

EXPRESS DELIVERY U.S. MAIL
---------------- ---------
529 Main Street (X-4) P.O. Box 111
Charlestown, MA 02129 Boston, MA 02117

PHONE: 1-800-732-5543 / FAX: 1-617-886-3048

The policy provides an investment option with fixed rates of return declared
by John Hancock and the following 27 variable investment options:

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") or of M Fund, Inc. (together, the Trust
and M Fund, Inc. are referred to as the "Series Funds"). The Series Funds are
mutual funds that offer 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 one of the Series
Funds. Attached to this prospectus are prospectuses for the Series Funds that
contain detailed information about each fund offered under the policy. Be sure
to read the prospectuses for the Series Funds before selecting any of the
variable investment options shown on page 1.

GUIDE TO THIS PROSPECTUS

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 23.

. Behind the Additional Information section are the financial
statements for John Hancock and Separate Account UV. These start on
page 46.

. Finally, there is an Alphabetical Index of Key Words and Phrases at
the back of the prospectus on page 92.

After the Alphabetical Index of Key Words and Phrases, this prospectus ends
and the prospectuses for the Series Funds begin.

<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? ........................ 4-6
.Is there a minimum amount I must invest? ..................... 6-9
.How will the value of my investment in the policy change over
time? ........................................................ 9-10
.What is the "Excess Value" of the policy and how is it
applied? ..................................................... 10-12
.What charges will John Hancock deduct from my investment in
the policy? .................................................. 12-14
.What charges will the Series Funds deduct from my investment
in the policy? ............................................... 14-15
.What other charges could John Hancock impose in the future? .. 15
.How can I change my policy's investment allocations? ......... 16
.How can I access my investment in the policy? ................ 16-18
.How much will John Hancock pay when the insured person dies? . 18
.How can I change my policy's insurance coverage? ............. 18-19
.Can I cancel my policy after it's issued? .................... 19
.Can I choose the form in which John Hancock pays out policy
proceeds? .................................................... 19-20
.To what extent can John Hancock vary the terms and conditions
of its policies in particular cases? ......................... 20
.How will my policy be treated for income tax purposes? ....... 21
.How do I communicate with John Hancock? ...................... 21-22
</TABLE>

<PAGE>

WHAT IS THE POLICY?

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

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

. Borrow amounts you have in the investment options

. Withdraw any amount we consider to be "Excess Value" in your policy

. Change the beneficiary who will receive the death benefit

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

. Reduce the amount of insurance by surrendering part 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?

HOW CAN I INVEST MONEY IN THE POLICY?

Premium Payments

<PAGE>

Maximum premium payments

Ways to pay premiums

<PAGE>

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.

IS THERE A MINIMUM AMOUNT I MUST INVEST?

Minimum Premium Requirements

In the second policy year, one-half of the Required Premium for the second
policy year must be received on or before the last business day in the sixth
policy month.

Failure to satisfy a premium requirement on a scheduled due date may cause the
policy to terminate. See "Lapse" and "Options on Lapse".

<PAGE>

Choice of Premium Schedule

A comparison of the Basic Premiums at issue under the Level and Modified
Schedules for a Sum Insured at issue of $100,000 for a male is shown below:

<TABLE>
<CAPTION>
Issue
Age Level Modified
----- ----- --------
<S> <C> <C>
25 $1,113.00 $ 708.00
40 $1,954.00 $1,305.00
55 $3,869.00 $2,585.00
</TABLE>

Required Premiums

Lapse

<PAGE>

Options on Lapse

Reinstatement

<PAGE>

Premium recalculation

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

From each premium payment you make, we deduct the charges described under
"Deductions from premium payments" below. We invest the rest in the investment
options you've elected.

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

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

. the amount you invested,

<PAGE>

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

. minus all charges we deduct, and

. minus all partial withdrawals of Excess Value you have made.

If you take a loan on the policy, however, your account value will be computed
somewhat differently. This is discussed beginning on page 17.

WHAT IS THE "EXCESS VALUE" OF THE POLICY AND HOW IS IT APPLIED?

Excess Value and its components

Value Options

If Excess Value is available on a policy anniversary, any premium component
and experience component will be applied under Value Options you elect. Either
component may be

<PAGE>

The policy includes three Value Options:

The Extra Death Benefit Option increases the amount of Guaranteed Death
Benefit. The Extra Death Benefit Option is available on both premium schedules.
No limit is placed on the amount that may be applied from the experience
component. The amount that may be applied from the premium component is limited
to an amount that depends upon the Sum Insured at issue and the insured person's
age at issue of the policy. Amounts applied from the premium component reduce
the cumulative amount of premiums received under the policy for purposes of
determining whether the policy will continue to remain in force. A guaranteed
death benefit charge (see "What charges will John Hancock deduct from my
investment in the policy?" on pages 14 and 15) is made against the account value
to cover the risk assumed by us in providing the increased Guaranteed Death
Benefit. The Extra Death Benefit Value Option may not be available if the
insured person is an extra mortality risk.

The increase in Guaranteed Death Benefit equals the amount applied less the
guaranteed death benefit charge times the Death Benefit Factor shown in the
policy. An increase in the Guaranteed Death Benefit may increase the amount at
risk under the policy which would increase the amount of the insurance charge.
See "What charges will John Hancock deduct from my investment in the policy?".
You may decrease the amount of any Extra Death Benefit on the policy. Depending
upon the amount of account value under a policy, a decrease may result in an
amount of Excess Value which you may take as a partial withdrawal. See "Partial
withdrawals of Excess Value" on page 16. Any decrease is effective at the end of
the business day in which we receive written notice of the request.

<PAGE>

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

Deductions from premium payments

. Premium tax charge - A charge to cover state premium taxes we currently
------------------
expect to pay, on average. This charge is currently 2.5% of each premium.

. Premium sales charge - A charge to help defray our sales costs. The
--------------------
charge is 5% of the premiums you pay each policy year (after deduction of
the premium processing charge). We currently waive this charge for
policies with a Sum Insured of $250,000 or higher, but continuation of
that waiver is not guaranteed.

Deductions from account value

. Issue charge - A charge to help defray our administrative costs. This
------------
charge has two parts: (1) a flat dollar charge of $240, and (2) a charge
of 48c per $1,000 of Sum Insured at issue. The charge is deducted in 48
equal monthly installments. If the policy lapses or is surrendered before
the full amount of the charge has been deducted, the remainder will be
deducted from the surrender value.

. Maintenance charge - A monthly charge to help defray our administrative
------------------
costs. This charge is also in two parts: (1) a flat dollar charge of up to
$4, and (2) a charge of 2c per $1,000 of the current Sum Insured. This
charge currently cannot exceed $6.75 per month, but this limit is not
guaranteed and may be withdrawn or modified at any time.

. Insurance charge - A monthly charge for the cost of insurance. To
----------------
determine the charge, we multiply the amount of insurance for which we are
at risk by a cost of insurance rate. The rate is derived from an actuarial
table. The table in your policy will show the maximum cost of insurance
-------
rates. The cost of insurance rates that we currently apply are generally
less than the maximum rates. We will review the cost of insurance rates at
least every 5 years and may change them from time to time. However, those
rates will never be more than rates based on the 1980 Commissioners'
Standard Ordinary Mortality Tables. The table of rates we use will depend
on the insurance risk characteristics and gender of the insured person,
the current Sum Insured and the length of time the policy has been in
effect. Regardless of the table used, cost of insurance rates generally
increase each year that you own your policy, as the insured person's
attained age increases. (The insured person's "attained age" on any date
is his or her age on the birthday nearest that date.) We will charge lower
current insurance rates under a policy with a current Sum Insured of
$250,000 or more if the insured person is over age 32 and in the standard
underwriting class or is over age 34 and in the preferred underwriting
class.

<PAGE>

. Guaranteed death benefit charge - A monthly charge for our guarantee that
-------------------------------
the death benefit will never be less than the Sum Insured. This charge is
currently 1c per $1,000 of the Sum Insured at the time the charge is
deducted. We guarantee that this charge will never exceed 3c per $1,000 of
the Sum Insured at the time the charge is deducted. When an Extra Death
Benefit Value Option is exercised, we guarantee a higher Guaranteed Death
Benefit. When a Basic Premium Reduction Value Option is exercised, we
provide the same Guaranteed Death Benefit with less premiums. In either
event, we make a one-time deduction from the amount applied as
compensation for making the additional guarantee. The current charge is1
1/2% of the amount applied. We may increase this charge, but it will never
exceed 3% of the amount applied.

. Extra mortality risk charge - An insured person who does not qualify for
---------------------------
either the preferred or standard underwriting class must pay an additional
Required Premium because of the extra mortality risk. We collect this
additional premium in two ways: up to 7.5% of the additional premium is
deducted from premiums when paid and the remainder of the additional
premium is deducted monthly from your policy's account value in equal
installments. An insured who is charged an additional Required Premium
because of the extra mortality risk may not be eligible to exercise the
Extra Death Benefit Value Option.

. M &E charge - A daily charge for mortality and expense risks we assume.
-----------
This charge is deducted from the variable investment options. It does not
apply to the fixed investment option. 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 .90%.

. Additional insurance benefits charges - An additional Required premium
-------------------------------------
must be paid if you elect to purchase any additional insurance benefit
that is added to the policy by means of a rider. We collect this
additional premium in two ways: up to 7.5% of the additional premium is
deducted from premiums when paid and the remainder of the additional
premium is deducted monthly from your policy's account value in equal
installments.

. Premium recalculation charge - When a premium recalculation is effected
----------------------------
on policy on a Modified Schedule, and the new Basic Premium is less than
the Basic Premium on the Level Schedule for the insured person's age at
issue of the policy, a one-time deduction is made from the amount applied
as compensation for the additional guarantee. The current charge is 1 1/2%
of the amount applied to reduce the new Basic Premium to an amount below
the Basic Premium on the Level Schedule for the insured person's age at
issue. We may increase this charge, but it will never exceed 3% of the
amount applied.

. Contingent deferred sales charge ("CDSC") - A charge we deduct if the
-----------------------------------------
policy lapses or is surrendered within the first eleven policy years. We
deduct this charge to compensate us for sales expenses that we would
otherwise not recover in the event of early lapse or surrender. The CDSC
is a percentage of the lesser of (a) the total amount of premiums you have
actually paid before the date of surrender or lapse and (b) the sum of the
Modified Premiums or portions thereof due (whether or not actually paid)
on or before the date of surrender or lapse.

<PAGE>

<TABLE>
<CAPTION>
Maximum Contingent Deferred Sales
Charge as a Percentage of Modified
Premiums Due Through Effective
For Surrenders or Lapses Effective During: Date of Surrender or Lapse*
------------------------------------------ ----------------------------------
<S> <C>
Policy years 1-6 . . . . . . . . . . . . 15.00%
Policy year 7 . . . . . . . . . . . . . . 14.17%
Policy year 8 . . . . . . . . . . . . . . 10.86%
Policy year 9 . . . . . . . . . . . . . . 7.13%
Policy year 10 . . . . . . . . . . . . . 4.22%
Policy year 11 . . . . . . . . . . . . . 1.90%
Policy year 12 and later. . . . . . . . . 0%
</TABLE>

*A slightly lower percentage than that shown applies for the last business
day of policy years 6through 11.

The amount of the CDSC is calculated on the basis of the premium under the
Modified Schedule for the attained age of the insured person at the time
the policy is issued, regardless of whether the policy uses the Level
Schedule or the Modified Schedule. At issue ages higher than 57, the
maximum CDSC percentage is reached at an earlier policy year and may be
reduced to zero over a shorter number of years.

. Partial withdrawal charge - A charge for each partial withdrawal of
-------------------------
Excess Value to compensate us for the administrative expenses of
processing the withdrawal. The charge is equal to the lesser of $25 or 2%
of the amount withdrawn.

WHAT CHARGES WILL THE SERIES FUNDS DEDUCT FROM MY INVESTMENT IN THE POLICY?

The Series Funds must pay investment management fees and other operating
expenses. These fees and expenses are different for each fund of the Series
Funds 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 for the funds of the Trust 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.

<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%
Equity Index. . . . . . . . 0.14% 0.08% 0.22% 0.08%
Large Cap Value . . . . . . 0.74% 0.07% 0.81% 0.07%
Large Cap Growth. . . . . . 0.37% 0.05% 0.42% 0.05%
Mid Cap Value . . . . . . . 0.80% 0.05% 0.85% 0.05%
Mid Cap Growth. . . . . . . 0.85% 0.08% 0.93% 0.08%
Real Estate Equity. . . . . 0.60% 0.05% 0.65% 0.05%
Small/Mid Cap Growth**. . . 0.75% 0.05% 0.80% 0.05%
Small/Mid Cap CORE. . . . . 0.80% 0.10% 0.90% 0.23%
Small Cap Value . . . . . . 0.80% 0.07% 0.87% 0.07%
Small Cap Growth. . . . . . 0.75% 0.08% 0.83% 0.08%
Global Equity . . . . . . . 0.90% 0.10% 1.00% 0.50%
International Balanced. . . 0.85% 0.10% 0.95% 0.64%
</TABLE>

14
<PAGE>

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

The figures in the following chart for the funds of M Fund, Inc. 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
currently payable and the 1998 other operating expenses allocated to M Fund,
Inc.

<TABLE>
<CAPTION>
Other Operating
Other Total Fund Expenses
Investment Operating Operating Absent
Fund Name Management Fee Expenses Expenses Reimbursement*
- --------- -------------- ---------- ---------- ---------------
<S> <C> <C> <C> <C>
Brandes International Equity** . . . . . . . . . . . . . . . . . . . . . 1.02% 0.25% 1.27% 2.52%
Turner Core Growth . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.45% 0.25% 0.70% 2.97%
Frontier Capital Appreciation . . . . . . . . . . . . . . . . . . . . . . 0.90% 0.25% 1.15% 0.85%
Enhanced U.S. Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . 0.55% 0.25% 0.80% 1.79%
</TABLE>

* M Financial Investment Advisers, Inc. reimburses a fund when the fund's other
operating expenses exceed 0.25% of the fund's average daily net assets.
** Brandes International Equity was formerly "Edinburgh Overseas Equity."

WHAT OTHER CHARGES COULD JOHN HANCOCK IMPOSE IN THE FUTURE?

<PAGE>

HOW CAN I CHANGE MY POLICY'S INVESTMENT ALLOCATIONS?

Future premium payments

Transfers of existing account value

. You can only make such a transfer once a year and only during the 31 day
period following your policy anniversary.

. We must receive the request for such a transfer during the period
beginning 60 days prior to the policy anniversary and ending 30 days after
it.

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

Limitation on number of investment options

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

HOW CAN I ACCESS MY INVESTMENT IN THE POLICY?

Full surrender

Partial withdrawals of Excess Value

<PAGE>

amount of the withdrawal and the related charge. Each investment option will be
reduced in the same proportion as the account value is then allocated among
them. Unless the Current Death Benefit exceeds the Guaranteed Death Benefit, a
partial withdrawal will not affect the death benefit payable.

Policy loans

. In policy years 2 and 3 - - 75% of that portion of your surrender
value that is attributable to the variable investment options

. In all later policy years - - 90% of that portion of your surrender
value that is attributable to the variable investment options

Interest charged on any loan will accrue daily at an annual rate determined by
John Hancock at the start of each policy year. This interest rate will not
exceed the greater of (1) the "Published Monthly Average" (defined below) for
the calendar month ending 2 months before the calendar month of the policy
anniversary or (2) 5%. In jurisdictions where a fixed loan rate is applicable,
we will charge interest at an effective annual rate of 6%. The "Published
Monthly Average" means Moody's Corporate Bond Yield Average--Monthly Average
Corporates, as published by Moody's Investors Service, Inc., or if the average
is no longer published, a substantially similar average established by the
insurance regulator where the policy is issued. Accrued interest will be added
to the loan daily and will bear interest at the same rate as the original loan
amount.

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

<PAGE>

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

. The remainder of the repayment will be allocated among the investment
options in the same way a new premium payment would be allocated.

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

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

The death benefit payable upon the death of the insured person is the greater
of the Guaranteed Death Benefit, including any Extra Death Benefit, or the
Current Death Benefit.

HOW CAN I CHANGE MY POLICY'S INSURANCE COVERAGE?

Change of Sum Insured

<PAGE>

Partial surrenders

Tax consequences

Please read "Tax considerations" starting on page 38 to learn about possible
tax consequences of changing your insurance coverage under the policy.

CAN I CANCEL MY POLICY AFTER IT'S ISSUED?

You have the right to cancel your policy within 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.

In most states, you will receive a refund of any premiums you've paid. In some
states, the refund will be your account value on the date of cancellation plus
all charges deducted by John Hancock or the Series Funds prior to that date. 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

. 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

<PAGE>

. 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

Changing a payment option

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

Tax impact

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

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

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

State law insurance requirements

Variations in expenses or risks

<PAGE>

HOW WILL MY POLICY BE TREATED FOR INCOME TAX PURPOSES?

For further information about the tax consequences of owning a policy, please
read "Tax considerations" beginning of page 38.

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,
except as discussed below under "Telephone Transactions." They include the
following:

. loans, surrenders (including partial surrenders) or partial
withdrawals

. transfers of account value among investment options

. change of allocation among investment options for new premium
payments

. change of death benefit option

. change of beneficiary

. election of payment option for policy proceeds

. tax withholding elections

. election of telephone transaction privilege

<PAGE>

we've "received" any communication until such time as it has arrived at the
proper place and in the proper and complete form.

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.

<PAGE>

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

With respect to fees and expenses deducted from Series Fund assets, the
amounts shown in all tables reflect (1) investment management fees equivalent to
an effective annual rate of .61%, and (2) an assumed average asset charge for
all other Series Fund operating expenses equivalent to an effective annual rate
of .10%. These rates are the arithmetic average for all funds of the Series
Funds. In other words, they are based on the hypothetical assumption that policy
account values are allocated equally among the variable investment options. The
actual rates associated with any policy will vary depending upon the actual
allocation of policy values among the investment options.

<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
------------------------------ ------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest ------------------------------ ------------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- ---------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,169 $100,000 $100,000 $ 100,000 $ 364 $ 414 $ 465
2 2,396 100,000 100,000 100,000 1,012 1,156 1,306
3 3,684 100,000 100,000 100,000 1,654 1,937 2,244
4 5,037 100,000 100,000 100,000 2,290 2,758 3,287
5 6,458 100,000 100,000 100,000 2,916 3,622 4,448
6 7,949 100,000 100,000 100,000 3,567 4,564 5,779
7 9,515 100,000 100,000 100,000 4,277 5,622 7,326
8 11,160 100,000 100,000 100,000 5,037 6,789 9,098
9 12,886 100,000 100,000 100,000 5,853 8,073 11,117
10 14,699 100,000 100,000 100,000 6,653 9,404 13,331
11 16,603 100,000 100,000 100,000 7,435 10,782 15,758
12 18,602 100,000 100,000 100,000 8,200 12,211 18,422
13 20,700 100,000 100,000 100,000 8,811 13,555 21,213
14 22,904 100,000 100,000 100,000 9,398 14,949 24,290
15 25,218 100,000 100,000 100,000 9,962 16,393 27,685
16 27,647 100,000 100,000 102,602 10,501 17,890 31,426
17 30,198 100,000 100,000 112,339 11,010 19,439 35,525
18 32,877 100,000 100,000 122,580 11,491 21,043 40,012
19 35,689 100,000 100,000 133,369 11,941 22,703 44,922
20 38,643 100,000 100,000 144,739 12,359 24,420 50,293
25 55,776 100,000 100,000 211,820 13,914 33,974 85,660
30 77,644 100,000 100,000 300,628 14,296 45,374 140,402
35 105,553 100,000 109,803 419,253 12,774 58,593 223,721
40 141,173 100,000 121,624 578,591 8,240 73,338 348,885
45 186,634 100,000 132,666 792,375 0 89,157 532,510
50 244,655 100,000 143,140 1,079,908 0 105,669 797,216
55 318,706 100,000 153,241 1,467,295 0 122,007 1,168,228
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 743 $100,000 $100,000 $100,000 $ 0 $ 22 $ 50
2 1,524 100,000 100,000 100,000 275 352 432
3 2,344 100,000 100,000 100,000 556 702 861
4 3,204 100,000 100,000 100,000 834 1,071 1,341
5 4,108 100,000 100,000 100,000 1,106 1,461 1,879
6 5,057 100,000 100,000 100,000 1,408 1,907 2,519
7 6,053 100,000 100,000 100,000 1,771 2,445 3,301
8 7,099 100,000 100,000 100,000 2,190 3,067 4,227
9 8,197 100,000 100,000 100,000 2,667 3,778 5,307
10 9,350 100,000 100,000 100,000 3,132 4,509 6,480
11 10,561 100,000 100,000 100,000 3,582 5,258 7,754
12 11,833 100,000 100,000 100,000 4,019 6,025 9,140
13 13,168 100,000 100,000 100,000 4,304 6,675 10,513
14 14,570 100,000 100,000 100,000 4,569 7,340 12,017
15 16,042 100,000 100,000 100,000 4,812 8,018 13,666
16 17,587 100,000 100,000 100,000 5,032 8,709 15,473
17 19,210 100,000 100,000 100,000 5,225 9,410 17,454
18 20,914 100,000 100,000 100,000 5,390 10,120 19,628
19 22,703 100,000 100,000 100,000 5,526 10,838 22,014
20 24,581 100,000 100,000 100,000 5,630 11,563 24,635
25 35,480 100,000 100,000 104,566 5,616 15,243 42,286
30 49,391 100,000 100,000 149,887 4,367 18,741 70,002
35 67,144 100,000 100,000 210,260 1,011 21,282 112,199
40 89,803 100,000 100,000 291,220 0 21,623 175,603
45 118,721 100,000 100,000 399,738 0 16,621 268,641
50 182,200 100,000 100,000 542,277 12,617 25,539 400,322
55 283,218 100,000 100,000 732,402 26,840 50,233 583,123
</TABLE>

- ---------
(1) If premiums are paid more frequently than annually the payments would be
$354.00 semiannually, $177.00 quarterly, or $59.00 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments. The basic premium (annual) after a
recalculation at age 72 will be as follows: $9,973 for a hypothetical gross
investment return of 0%, $8,761 for a gross return of 6%, and $0 for a gross
return of 12%.
(2) The premiums accumulated at 5% interest in Column 2 are those payable if the
gross investment return is 6%.

<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,370 $100,000 $100,000 $100,000 $ 461 $ 522 $ 583
2 2,809 100,000 100,000 100,000 1,185 1,362 1,547
3 4,320 100,000 100,000 100,000 1,888 2,236 2,613
4 5,906 100,000 100,000 100,000 2,567 3,143 3,793
5 7,571 100,000 100,000 100,000 3,224 4,090 5,105
6 9,320 100,000 100,000 100,000 3,912 5,130 6,617
7 11,157 100,000 100,000 100,000 4,708 6,345 8,424
8 13,085 100,000 100,000 100,000 5,587 7,711 10,517
9 15,109 100,000 100,000 100,000 6,564 9,243 12,931
10 17,235 100,000 100,000 100,000 7,497 10,802 15,545
11 19,467 100,000 100,000 100,000 8,385 12,389 18,380
12 21,810 100,000 100,000 100,000 9,242 14,019 21,477
13 24,271 100,000 100,000 100,000 9,810 15,436 24,607
14 26,855 100,000 100,000 100,000 10,336 16,889 28,050
15 29,568 100,000 100,000 100,000 10,809 18,371 31,836
16 32,417 100,000 100,000 100,000 11,230 19,885 36,006
17 35,408 100,000 100,000 100,000 11,588 21,424 40,600
18 38,548 100,000 100,000 100,000 11,883 22,989 45,672
19 41,846 100,000 100,000 100,000 12,105 24,576 51,276
20 45,309 100,000 100,000 107,626 12,254 26,186 57,431
25 65,398 100,000 100,000 162,234 11,692 34,572 97,826
30 91,038 100,000 100,000 237,039 7,214 42,735 159,300
35 133,344 100,000 100,000 335,891 20,512 59,235 247,964
40 194,553 100,000 109,306 474,247 45,703 87,027 377,585
</TABLE>

- ---------
(1) If premiums are paid more frequently than annually the payments would be
$652.50 semiannually, $326.25 quarterly, or $108.75 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments. The basic premium (annual) after a
recalculation at age 72 will be as follows: $9,504 for a hypothetical gross
investment return of 0%, $4,217 for a gross return of 6%, and $0 for a gross
return of 12%.
(2) The premiums accumulated at 5% interest in Column 2 are those payable if the
gross investment return is 6%.

<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 2,052 $100,000 $100,000 $100,000 $ 1,054 $ 1,151 $ 1,248
2 4,206 100,000 100,000 100,000 2,366 2,651 2,947
3 6,468 100,000 100,000 100,000 3,648 4,216 4,829
4 8,843 100,000 100,000 100,000 4,902 5,848 6,913
5 11,337 100,000 100,000 100,000 6,128 7,556 9,226
6 13,955 100,000 100,000 100,000 7,378 9,395 11,849
7 16,705 100,000 100,000 100,000 8,732 11,448 14,888
8 19,592 100,000 100,000 100,000 10,164 13,695 18,350
9 22,623 100,000 100,000 100,000 11,690 16,154 22,282
10 25,806 100,000 100,000 100,000 13,168 18,689 26,585
11 29,148 100,000 100,000 100,000 14,599 21,303 31,299
12 32,657 100,000 100,000 100,000 15,997 24,016 36,485
13 36,342 100,000 100,000 100,000 17,103 26,575 41,942
14 40,211 100,000 100,000 105,599 18,165 29,234 47,958
15 44,273 100,000 100,000 116,797 19,175 31,991 54,547
16 48,538 100,000 100,000 128,660 20,134 34,855 61,764
17 53,017 100,000 100,000 141,232 21,033 37,826 69,658
18 57,719 100,000 100,000 154,568 21,873 40,914 78,294
19 62,657 100,000 100,000 168,706 22,645 44,120 87,730
20 67,841 100,000 100,000 183,734 23,350 47,458 98,043
25 97,922 100,000 109,816 274,819 25,737 66,218 165,713
30 136,313 100,000 130,359 399,779 24,909 87,607 268,669
35 185,310 100,000 151,555 575,492 19,511 111,882 424,843
40 247,845 100,000 174,538 827,707 5,135 138,963 659,002
</TABLE>

<PAGE>

PLAN: SCHEDULED PREMIUM VARIABLE WHOLE LIFE
MALE, ISSUE AGE 25, STANDARD NON-SMOKER UNDERWRITING RISK
SUM INSURED AT ISSUE (GUARANTEED DEATH BENEFIT) $100,000
PREMIUM SCHEDULE--LEVEL
$1,113 BASIC PREMIUM (1)
USING MAXIMUM CHARGES

<TABLE>
<CAPTION>
Death Benefit Surrender Value
------------------------------- --------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest ------------------------------- --------------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- --------- ---------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,169 $100,000 $100,000 $ 100,000 $ 340 $ 390 $ 440
2 2,396 100,000 100,000 100,000 964 1,105 1,253
3 3,684 100,000 100,000 100,000 1,583 1,860 2,159
4 5,037 100,000 100,000 100,000 2,196 2,653 3,168
5 6,458 100,000 100,000 100,000 2,800 3,486 4,291
6 7,949 100,000 100,000 100,000 3,428 4,398 5,580
7 9,515 100,000 100,000 100,000 4,115 5,423 7,080
8 11,160 100,000 100,000 100,000 4,854 6,556 8,801
9 12,886 100,000 100,000 100,000 5,648 7,804 10,762
10 14,699 100,000 100,000 100,000 6,426 9,097 12,912
11 16,603 100,000 100,000 100,000 7,187 10,436 15,268
12 18,602 100,000 100,000 100,000 7,930 11,822 17,853
13 20,700 100,000 100,000 100,000 8,516 13,119 20,554
14 22,904 100,000 100,000 100,000 9,080 14,464 23,532
15 25,218 100,000 100,000 100,000 9,620 15,857 26,816
16 27,647 100,000 100,000 100,000 10,132 17,298 30,437
17 30,198 100,000 100,000 108,815 10,617 18,788 34,410
18 32,877 100,000 100,000 118,741 11,072 20,330 38,759
19 35,689 100,000 100,000 129,194 11,496 21,923 43,516
20 38,643 100,000 100,000 140,213 11,888 23,572 48,721
25 55,776 100,000 100,000 205,150 13,305 32,709 82,963
30 77,644 100,000 100,000 290,986 13,523 43,536 135,898
35 105,553 100,000 105,305 405,443 11,789 56,193 216,352
40 141,173 100,000 116,622 558,851 6,939 70,322 336,982
45 186,634 100,000 127,277 765,094 0 85,536 514,176
50 244,655 100,000 137,432 1,042,809 0 101,456 769,828
55 318,706 100,000 147,223 1,416,961 0 117,216 1,128,154
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 743 $100,000 $100,000 $100,000 $ 0 $ 0 $ 25
2 1,524 100,000 100,000 100,000 228 301 379
3 2,344 100,000 100,000 100,000 485 624 776
4 3,204 100,000 100,000 100,000 740 965 1,222
5 4,108 100,000 100,000 100,000 990 1,325 1,722
6 5,057 100,000 100,000 100,000 1,269 1,741 2,320
7 6,053 100,000 100,000 100,000 1,610 2,245 3,055
8 7,099 100,000 100,000 100,000 2,006 2,833 3,928
9 8,197 100,000 100,000 100,000 2,462 3,509 4,951
10 9,350 100,000 100,000 100,000 2,905 4,202 6,061
11 10,561 100,000 100,000 100,000 3,334 4,911 7,264
12 11,833 100,000 100,000 100,000 3,748 5,636 8,571
13 13,168 100,000 100,000 100,000 4,009 6,239 9,853
14 14,570 100,000 100,000 100,000 4,250 6,855 11,257
15 16,042 100,000 100,000 100,000 4,469 7,481 12,795
16 17,587 100,000 100,000 100,000 4,663 8,115 14,477
17 19,210 100,000 100,000 100,000 4,830 8,756 16,319
18 20,914 100,000 100,000 100,000 4,970 9,403 18,337
19 22,703 100,000 100,000 100,000 5,079 10,054 20,550
20 24,581 100,000 100,000 100,000 5,158 10,709 22,980
25 35,480 100,000 100,000 100,000 5,002 13,963 39,302
30 49,391 100,000 100,000 139,424 3,582 16,866 65,115
35 67,144 100,000 100,000 195,572 2 18,537 104,361
40 89,803 100,000 100,000 270,686 0 17,523 163,221
45 118,721 100,000 100,000 371,555 0 10,397 249,701
50 185,318 100,000 100,000 503,728 12,540 18,712 371,865
55 292,663 100,000 100,000 680,109 26,587 44,025 541,488
</TABLE>

- ---------
(1) If premiums are paid more frequently than annually the payments would be
$354.00 semiannually, $177.00 quarterly, or $59.00 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments. The basic premium (annual) after a
recalculation at age 72 will be as follows: $9,973 for a hypothetical gross
investment return of 0%, $9,700 for a gross return of 6%, and $0 for a gross
return of 12%.
(2) The premiums accumulated at 5% interest in Column 2 are those payable if the
gross investment return is 6%.

<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 2,052 $100,000 $100,000 $100,000 $ 897 $ 989 $ 1,081
2 4,206 100,000 100,000 100,000 2,043 2,309 2,585
3 6,468 100,000 100,000 100,000 3,150 3,673 4,239
4 8,843 100,000 100,000 100,000 4,217 5,082 6,057
5 11,337 100,000 100,000 100,000 5,243 6,540 8,062
6 13,955 100,000 100,000 100,000 6,290 8,114 10,341
7 16,705 100,000 100,000 100,000 7,424 9,871 12,982
8 19,592 100,000 100,000 100,000 8,630 11,799 15,997
9 22,623 100,000 100,000 100,000 9,921 13,915 19,430
10 25,806 100,000 100,000 100,000 11,163 16,088 23,181
11 29,148 100,000 100,000 100,000 12,354 18,321 27,286
12 32,657 100,000 100,000 100,000 13,489 20,611 31,782
13 36,342 100,000 100,000 100,000 14,314 22,710 36,466
14 40,211 100,000 100,000 100,000 15,072 24,866 41,639
15 44,273 100,000 100,000 101,379 15,754 27,076 47,347
16 48,538 100,000 100,000 111,596 16,359 29,344 53,572
17 53,017 100,000 100,000 122,344 16,879 31,671 60,343
18 57,719 100,000 100,000 133,664 17,314 34,063 67,705
19 62,657 100,000 100,000 145,587 17,659 36,524 75,708
20 67,841 100,000 100,000 158,173 17,906 39,059 84,404
25 97,922 100,000 100,000 232,464 17,234 52,944 140,174
30 136,313 100,000 103,245 330,868 11,622 69,385 222,357
35 185,310 100,000 118,407 462,205 0 87,411 341,211
40 247,845 100,000 132,881 638,259 0 105,797 508,168
</TABLE>

- ---------
(1) If premiums are paid more frequently than annually the payments would be
$977.00 semiannually, $488.50 quarterly, or $162.83 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments.
(2) The premium accumulated at 5% interest in Column 2 are those payable is the
gross investment return is 6%.

<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,370 $100,000 $100,000 $100,000 $ 303 $ 359 $ 415
2 2,809 100,000 100,000 100,000 860 1,017 1,181
3 4,320 100,000 100,000 100,000 1,384 1,687 2,016
4 5,906 100,000 100,000 100,000 1,872 2,365 2,923
5 7,571 100,000 100,000 100,000 2,324 3,055 3,917
6 9,320 100,000 100,000 100,000 2,802 3,820 5,071
7 11,157 100,000 100,000 100,000 3,369 4,726 6,462
8 13,085 100,000 100,000 100,000 4,011 5,756 8,084
9 15,109 100,000 100,000 100,000 4,740 6,925 9,965
10 17,235 100,000 100,000 100,000 5,422 8,098 11,985
11 19,467 100,000 100,000 100,000 6,054 9,273 14,158
12 21,810 100,000 100,000 100,000 6,628 10,442 16,496
13 24,271 100,000 100,000 100,000 6,892 11,353 18,765
14 26,855 100,000 100,000 100,000 7,085 12,246 21,230
15 29,568 100,000 100,000 100,000 7,198 13,112 23,909
16 32,417 100,000 100,000 100,000 7,227 13,945 26,827
17 35,408 100,000 100,000 100,000 7,163 14,739 30,011
18 38,548 100,000 100,000 100,000 7,004 15,489 33,497
19 41,846 100,000 100,000 100,000 6,743 16,188 37,323
20 45,309 100,000 100,000 100,000 6,370 16,827 41,534
25 65,398 100,000 100,000 116,058 2,252 18,538 69,982
30 91,038 100,000 100,000 167,597 0 15,392 112,632
35 147,925 100,000 100,000 229,656 12,540 25,224 169,538
40 238,720 100,000 100,000 309,621 26,587 49,704 246,514
</TABLE>

- ---------
(1) If premiums are paid more frequently than annually the payments would be
$652.50 semiannually, $326.25 quarterly, or $108.75 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments. The basic premium (annual) after a
recalculation at age 72 will be as follows: $9,973 for a hypothetical gross
investment return of 0%, $8,617 for a gross return of 6%, and $0 for a gross
return of 12%.
(2) The premiums accumulated at 5% interest in Column 2 are those payable if the
gross investment return is 6%.

<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 22.

<TABLE>
<CAPTION>
CONTENTS OF THIS SECTION PAGES TO SEE
- ------------------------ ------------
<S> <C>
Description of John Hancock ..................................... 33
How we support the policy and investment options ................ 33-34
Procedures for issuance of a policy ............................. 34-35
Commencement of investment performance .......................... 35
How we process certain policy transactions ...................... 35-36
Effects of policy loans ......................................... 36-37
Additional information about how certain policy charges work .... 37
How we market the policies ...................................... 38-39
Tax considerations .............................................. 39-40
Reports that you will receive ................................... 40-41
Voting privileges that you will have ............................ 41
Changes that John Hancock can make as to your policy ............ 41-42
Adjustments we make to death benefits ........................... 42
When we pay policy proceeds ..................................... 42
Other details about exercising rights and paying benefits ....... 42-43
Year 2000 Issues ................................................ 43
Legal matters ................................................... 43
Registration statement filed with the SEC ....................... 43
Accounting and actuarial experts ................................ 43-44
Financial statements of John Hancock and the Account ............ 44
List of Directors and Executive Officers of John Hancock ........ 45
</TABLE>

<PAGE>

DESCRIPTION OF JOHN HANCOCK

HOW WE SUPPORT THE POLICY AND INVESTMENT OPTIONS

Separate Account UV

The assets in each subaccount are invested in the corresponding fund of one of
the Series Funds, 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 Series Funds and made available to
policy owners. Existing subaccounts may be deleted if existing funds are deleted
from the Series Funds.

We will purchase and redeem Series Fund shares for the Account at their net
asset value without any sales or redemption charges. Shares of a Series Fund
represent an interest in one of the funds of the Series Fund 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.

Our general account

<PAGE>

to the fixed investment option will accrue interest daily at an effective annual
rate of at least 4% without regard to the actual investment experience of the
general account.

PROCEDURES FOR ISSUANCE OF A POLICY

Commencement of insurance coverage

The policy will take effect only if all of the following conditions are
satisfied:

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

. At least the first Required Premium is received by us.

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

If all of the above conditions are satisfied, the policy will take effect on the
date shown in the policy as the "date of issue." That is the date on which we
begin to deduct monthly charges. Policy months, policy years and policy
anniversaries are all measured from the date of issue.

Backdating

<PAGE>

monthly charges will be deducted as soon as we receive premiums sufficient to
pay them.

Temporary coverage prior to policy delivery

Monthly deduction dates

COMMENCEMENT OF INVESTMENT PERFORMANCE

All premium payments will be allocated among the investment options on the
date as of which they are processed (as discussed below).

HOW WE PROCESS CERTAIN POLICY TRANSACTIONS

Premium payments

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

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

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

. The tax problem relates to modified endowment status and we receive a
signed acknowledgment from the owner prior to the refund date instructing
us to process the premium notwithstanding the tax issues involved.

<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 account 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

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

EFFECTS OF POLICY LOANS

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

ADDITIONAL INFORMATION ABOUT HOW CERTAIN POLICY CHARGES WORK

Sales expenses and related charges

The sales charges (i.e., the premium sales charge and the CDSC) help to
compensate us for the cost of

<PAGE>

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" below.)

Effect of premium payment pattern

Monthly charges

Reduced charges for eligible classes

HOW WE MARKET THE POLICIES

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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.

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.

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

TAX CONSIDERATIONS

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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.

It is possible that, despite our monitoring, a policy might fail to qualify as
life insurance under Section 7702 of the Code. This could happen, for example,
if we inadvertently failed to return to you any premium payments that were in
excess of permitted amounts, or if a Series Fund 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 proceeds would lose their non-taxable status.

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.

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7-pay premium limit

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

Corporate and H.R. 10 plans

REPORTS THAT YOU WILL RECEIVE

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from that billed, you will receive a separate confirmation of that premium
payment.

Semiannually we will send you a report containing the financial statements of
each Series Fund, 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 Series Funds. We will vote the shares of each of
the funds of the Series Funds which are deemed attributable to variable life
insurance policies at regular and special meetings of the Series Funds'
shareholders in accordance with instructions received from owners of such
policies. Shares of the Series Funds held in the Account which are not
attributable to such policies, as well as shares for which instructions from
owners are not received, will be represented by us at the meeting. We will vote
such shares for and against each matter in the same proportions as the votes
based upon the instructions received from the owners of such policies.

We determine the number of a fund's shares held in a subaccount attributable
to each owner by dividing the amount of a policy's account value held in the
subaccount by the net asset value of one share in the fund. Fractional votes
will be counted. We determine the number of shares as to which the owner may
give instructions as of the record date for the Series Fund's meeting. Owners of
policies may give instructions regarding the election of the Board of Trustees
or Board of Directors of the Series Fund, ratification of the selection of
independent auditors, approval of Series Fund 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.

CHANGES THAT JOHN HANCOCK CAN MAKE AS TO YOUR POLICY

Changes relating to a Series Fund or the Account

Other permissible changes

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. 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

WHEN WE PAY POLICY PROCEEDS

General

Delay to challenge coverage

Delay for check clearance

Delay of separate account proceeds

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.

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Assigning your 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

LEGAL MATTERS

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

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been examined by Deborah A. Poppel, F.S.A., an Actuary of John Hancock.