HANCOCK JOHN MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV, S-6, 2000-07-27

HANCOCK JOHN MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV
S-6, 2000-07-27

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<PAGE>

As filed with the Securities and Exchange Commission on July 27, 2000.
File Nos. 333-_____
811-7766
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-6

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [X]

PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. [ ]

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT UV
(Exact Name of Registrant)

JOHN HANCOCK LIFE INSURANCE COMPANY
(Name of Depositor)

JOHN HANCOCK PLACE, BOSTON, MA 02117
(Address Of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, Including Area Code: (617) 572-9196

RONALD J. BOCAGE, ESQUIRE
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
JOHN HANCOCK PLACE
BOSTON, MA 02117
(Name and Address of Agent for Service)

Copy to:
THOMAS C. LAUERMAN, ESQ.
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W.
Washington D.C. 20036

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

Title and amount of securities being registered: interests under flexible
premium universal life contracts.

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

Prospectus dated October 1, 2000

--------------------------------------------------------------------------------
MAJESTIC VARIABLE UNIVERSAL LIFE 98
--------------------------------------------------------------------------------

a flexible premium variable life insurance policy
issued by
JOHN HANCOCK LIFE INSURANCE COMPANY
("John Hancock")

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

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
Variable Investment Option Managed By
-------------------------- ----------
<S> <C>
Managed............................... Independence Investment Associates, Inc.
Growth & Income....................... Independence Investment Associates, Inc.
Fidelity VIP Contrafund(R)............ Fidelity Management and Research Company
Equity Index.......................... State Street Global Advisors
Large Cap Value....................... T. Rowe Price Associates, Inc.
Large Cap Growth...................... Independence Investment Associates, Inc.
Large Cap Aggressive Growth........... Alliance Capital Management L.P.
Fidelity VIP Growth................... Fidelity Management and Research Company
AIM V.I. Value........................ A I M Advisors, Inc.
Mid Cap Value......................... Neuberger Berman, LLC
Fundamental Mid Cap Growth............ OppenheimerFunds, Inc.
Mid Cap Growth........................ Janus Capital Corporation
Real Estate Equity.................... Independence Investment Associates, Inc.
Small/Mid Cap CORE.................... Goldman Sachs Asset Management
Small/Mid Cap Growth.................. Wellington Management Company, LLP
Small Cap Value....................... INVESCO Management & Research, Inc.
Small Cap Growth...................... John Hancock Advisers, Inc.
MFS New Discovery..................... MFS Investment Management(R)
Global Balanced....................... Brinson Partners, Inc.
Templeton International Securities.... Templeton Investment Counsel, Inc.
International Equity Index............ Independence International Associates, Inc.
International Opportunities........... Rowe Price-Fleming International, Inc.
Emerging Markets Equity............... Morgan Stanley Dean Witter Investment Management, Inc.
Short-Term Bond....................... Independence Investment Associates, Inc.
Bond Index............................ Mellon Bond Associates, LLP
Active Bond........................... John Hancock Advisers, Inc.
Global Bond........................... J.P. Morgan Investment Management, Inc.
High Yield Bond....................... Wellington Management Company, LLP
Money Market.......................... John Hancock Life Insurance Company
Brandes International Equity.......... Brandes Investment Partners, L.P.
Turner Core Growth.................... Turner Investment Partners, Inc.
Frontier Capital Appreciation......... Frontier Capital Management Company, LLC
Clifton Enhanced U.S. Equity.......... The Clifton Group
----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

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

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

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

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

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

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

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: 1-800-521-1234

Fax: 1-617-572-6956

2
<PAGE>

GUIDE TO THIS PROSPECTUS

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

This prospectus is arranged in the following way:

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

. Behind the Basic Information section are illustrations of
hypothetical policy benefits that help clarify how the policy works.
These start on page 20.

. 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 31.

. Behind the Additional Information section are the financial
statements for John Hancock and Separate Account UV. These start on
page 44.

. Finally, there is an Alphabetical Index of Key Words and Phrases at
the back of the prospectus on page 93.

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

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

3
<PAGE>

BASIC INFORMATION

This part of the prospectus provides answers to commonly asked questions
about the policy. Here are the page numbers where the questions and answers
appear:

<TABLE>
<CAPTION>
Question Beginning on page
-------- -----------------
<S> <C>
.What is the policy?................................................................................ 5
.Who owns the policy?............................................................................... 5
.How can I invest money in the policy?.............................................................. 5
.Is there a minimum amount I must invest?........................................................... 6
.How will the value of my investment in the policy change over time?................................ 7
.What charges will John Hancock deduct from my investment in the policy?............................ 8
.What charges will the Trusts deduct from my investment in the policy?.............................. 9
.What other charges could John Hancock impose in the future?........................................ 11
.How can I change my policy's investment allocations?............................................... 12
.How can I access my investment in the policy?...................................................... 12
.How much will John Hancock pay when the insured person dies?....................................... 14
.How can I change my policy's insurance coverage?................................................... 15
.Can I cancel my policy after it's issued?.......................................................... 16
.Can I choose the form in which John Hancock pays out policy proceeds?.............................. 16
.To what extent can John Hancock vary the terms and conditions of its policies in particular cases?. 17
.How will my policy be treated for income tax purposes?............................................. 18
.How do I communicate with John Hancock?............................................................ 18
</TABLE>

4
<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. If the life insurance
protection described in this prospectus is provided under a master group policy,
the term "policy" as used in this prospectus refers to the certificate you will
be issued and not to the master group 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 or withdraw amounts you have in the investment options

. Change the beneficiary who will receive the death benefit

. Change the amount of insurance

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

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

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

Who owns the policy?

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

How can I invest money in the policy?

Premium Payments

We call the investments you make in the policy "premiums" or "premium
payments". The amount we require as your first premium depends upon the
-----
specifics of your policy and the insured person. Except as noted below, you can
make any other premium payments you wish at any time. That's why the policy is
called a "flexible premium" policy.

5
<PAGE>

Minimum premium payment

Each premium payment must be at least $100.

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
38. 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 Life Insurance Company."
Premiums after the first must be sent to the John Hancock Life Servicing Office
at the appropriate address shown on page 2 of this prospectus.

We will also accept premiums:

. by wire or by exchange from another insurance company, 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?

Planned Premiums

The Policy Specifications page of your policy will show the "Planned
Premium" for the policy. You choose this amount in the policy application. The
premium reminder notice we send you is based on this amount. You will also
choose how often to pay premiums -- annually, semi-annually, quarterly or
monthly. The date on which such a payment is "due" is referred to in the policy
as a "modal processing date." However, payment of Planned Premiums is not
necessarily required. You need only invest enough to keep the policy in force
(see "Lapse and reinstatement" below).

6
<PAGE>

Lapse and reinstatement

Your policy can terminate (i.e., "lapse") for failure to pay charges due
under the policy. If the policy's surrender value is not sufficient to pay the
charges on a monthly deduction date, we will notify you of how much you will
need to pay to keep the policy in force. You will have a 61 day "grace period"
to make that payment. If you don't pay at least the required amount by the end
of the grace period, your policy will lapse. If your policy lapses, all coverage
under the policy will cease. Even if the policy terminates in this way, you can
still reactivate (i.e., "reinstate") it within 1 year from the beginning of the
grace period. You will have to provide evidence that the insured person still
meets our requirements for issuing coverage. You will also have to pay a minimum
amount of premium and be subject to the other terms and conditions applicable to
reinstatements, as specified in the policy. If the insured person dies during
the grace period, we will deduct any unpaid monthly charges from the death
benefit. During such a grace period, you cannot make a partial withdrawal or
policy loan.

How will the value of my investment in the policy change over time?

From each premium payment you make, we deduct the charges described under
"Deductions from premium payments" below. We invest the rest in the investment
options you've elected. Special investment rules apply to premiums processed
prior to the 20th day after your policy becomes effective. (See "Commencement of
investment performance" beginning on page 34.)

Over time, the amount you've invested in any variable investment option
will increase or decrease the same as if you had invested the same amount
directly in the corresponding fund of one of the Trusts and had reinvested all
fund dividends and distributions in additional fund shares; except that we will
deduct certain additional charges which will reduce your account value. We
describe these charges under "What charges will 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 described on page
---
9. Otherwise, the charges applicable to the fixed investment option are the same
as those applicable to the variable investment options.

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

. the amount you invested,

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

. minus all charges we deduct, and

7
<PAGE>

. minus all withdrawals you have made.

If you take a loan on the policy, however, your account value will be computed
somewhat differently. This is discussed beginning on page 13.

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 2.35% of each premium.

. DAC tax charge - A charge to cover the increased Federal income tax
--------------
burden that we currently expect will result from receipt of premiums. This
charge is currently 1.25% of each premium.

. Premium processing charge - A charge to help defray our administrative
-------------------------
costs. This charge is 1.25% of each premium.

. Sales charge - A charge to help defray our sales costs. The charge is 30%
------------
of premiums paid in the first policy year up to the Target Premium, 10% of
premiums received in each of policy years 2 through 10 up to the Target
Premium, 4% of premiums received in each policy year after policy year 10
up to the Target Premium, and 3.5% of premiums received in any policy year
in excess of the Target Premium. If premium received in the first policy
year is less than the Target Premium, then premium received in the second
policy year will be treated as if received in the first policy year until
first year premiums equal the Target Premium. The "Target Premium" is
determined at the time the policy is issued and will appear in the "Policy
Specifications" section of the policy.

. Optional enhanced cash value rider charge - A charge imposed if you elect
-----------------------------------------
this rider. It is deducted only from premiums received in the first two
policy years. The charge is 2% of premiums received in the first two
policy years until the total charges deducted equal 2% of one year's
Target Premium.

Deductions from account value

. Issue charge - A monthly charge to help defray our administrative costs.
------------
This is a charge per $1,000 of Sum Insured at issue that varies by age and
that is deducted only during the first ten policy years. The charge will
appear in the "Policy Specifications" section of the policy. As an
example, the monthly charge for a 45 year old is 10c per $1,000 of Sum
Insured. The monthly charge will be at least $5 and is guaranteed not to
exceed $200.

. Administrative charge - A monthly charge to help defray our administrative
---------------------
costs. This is a flat dollar charge of up to $10 (currently $5).

. 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

8
<PAGE>

insurance rates at least every 5 years and may change them from time to
time. However, those rates will never be more than the maximum rates shown
in the policy. The table of rates we use will depend on the insurance risk
characteristics and (usually) gender of the insured person, the 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.) Higher current insurance rates are generally
applicable to policies issued on a "guaranteed issue" basis, where only
very limited underwriting information is obtained. This is often the case
with policies issued to trustees, employers and similar entities.

. Extra mortality charge - A monthly charge specified in your policy for
----------------------
additional mortality risk if the insured person is subject to certain
types of special insurance risk.

. M & E charge - A 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 .20% of the value of the assets in each variable
investment option. We guarantee that this charge will never exceed an
effective annual rate of .60%.

. Optional benefits charge - Monthly charges for any optional insurance
------------------------
benefits added to the policy by means of a rider (other than the optional
enhanced cash value rider).

. Partial withdrawal charge - A charge for each partial withdrawal of
-------------------------
account value to compensate us for the administrative expenses of
processing the withdrawal. The charge is equal to the lesser of $20 or 2%
of the withdrawal amount.

What charges will the Trusts deduct from my investment in the policy?

The Trusts must pay investment management fees and other operating
expenses. These fees and expenses are different for each fund and reduce the
investment return of each fund. Therefore, they also indirectly reduce the
return you will earn on any variable investment options you select.

The following figures for the funds are based on historical fund expenses,
as a percentage (rounded to two decimal places) of each fund's average daily net
assets for 1999, except as indicated in the Notes appearing at the end of this
table. Expenses of the funds are not fixed or specified under the terms of the
policy, and those expenses may vary from year to year.

9
<PAGE>

<TABLE>
<CAPTION>
Investment Distribution and Other Operating Total Fund Other Operating
Management Service Expenses With Operating Expenses Absent
Fund Name Fee (12b-1) Fees Reimbursement Expenses Reimbursement
--------- ---------- ---------------- --------------- ---------- -----------------
<S> <C> <C> <C> <C> <C>
John Hancock Variable Series Trust I
(Note 1):
Managed................................. 0.32% N/A 0.03% 0.35% 0.03%
Growth & Income......................... 0.25% N/A 0.03% 0.28% 0.03%
Equity Index............................ 0.14% N/A 0.00% 0.14% 0.08%
Large Cap Value......................... 0.74% N/A 0.10% 0.84% 0.11%
Large Cap Growth........................ 0.36% N/A 0.03% 0.39% 0.03%
Large Cap Aggressive Growth............. 0.98% N/A 0.10% 1.08% 0.19%
Mid Cap Value........................... 0.80% N/A 0.10% 0.90% 0.12%
Mid Cap Growth.......................... 0.82% N/A 0.10% 0.92% 0.11%
Fundamental Mid Cap Growth.............. 0.85% N/A 0.10% 0.95% 0.24%
Real Estate Equity...................... 0.60% N/A 0.10% 0.70% 0.10%
Small/Mid Cap CORE...................... 0.80% N/A 0.10% 0.90% 0.66%
Small/Mid Cap Growth.................... 0.75% N/A 0.10% 0.85% 0.10%
Small Cap Value......................... 0.80% N/A 0.10% 0.90% 0.16%
Small Cap Growth........................ 0.75% N/A 0.10% 0.85% 0.14%
Global Balanced *....................... 0.85% N/A 0.10% 0.95% 0.46%
International Equity Index.............. 0.16% N/A 0.10% 0.26% 0.22%
International Opportunities............. 0.87% N/A 0.10% 0.97% 0.29%
Emerging Markets Equity................. 1.27% N/A 0.10% 1.37% 2.17%
Short-Term Bond......................... 0.30% N/A 0.10% 0.40% 0.13%
Bond Index.............................. 0.15% N/A 0.10% 0.25% 0.20%
Active Bond *........................... 0.25% N/A 0.03% 0.28% 0.03%
Global Bond............................. 0.69% N/A 0.10% 0.79% 0.15%
High Yield Bond......................... 0.65% N/A 0.10% 0.75% 0.39%
Money Market............................ 0.25% N/A 0.06% 0.31% 0.06%

AIM Variable Insurance Funds, Inc.:
AIM V.I. Value.......................... 0.61% N/A 0.15% 0.76% 0.15%

Variable Insurance Products Fund -
Service Class (Note 2):
Fidelity VIP Growth..................... 0.58% 0.10% 0.07% 0.75% 0.09%

Variable Insurance Products Fund II -
Service Class (Note 2):
Fidelity VIP Contrafund(R).............. 0.58% 0.10% 0.07% 0.75% 0.10%

Franklin Templeton Variable Insurance
Products Trust - Class 2 Shares (Note 3):
Templeton International Securities...... 0.69% 0.25% 0.19% 1.13% 0.19%

MFS Variable Insurance Trust
(Note 4):
MFS New Discovery....................... 0.90% N/A 0.17% 1.07% 1.59%

M Fund, Inc. (Note 5):
Brandes International Equity............ 0.96% N/A 0.25% 1.21% 0.97%
Turner Core Growth...................... 0.45% N/A 0.25% 0.70% 0.95%
Frontier Capital Appreciation........... 0.90% N/A 0.25% 1.15% 0.57%
Clifton Enhanced U.S. Equity**.......... 0.55% N/A 0.25% 0.80% 1.08%
</TABLE>

<PAGE>

Notes to Fund Expense Table
(1) John Hancock Variable Series Trust I funds' percentages reflect
management fees and other fund expenses based on the allocation
methodology and expense reimbursement policy adopted April 23, 1999.
Under the policy, John Hancock Life Insurance Company voluntarily
reimburses a fund when the fund's "other fund expenses" exceed 0.10%
of the fund's average daily net assets (0.00% for Equity Index).

* Global Balanced was formerly "International Balanced" and Active Bond
was formerly "Sovereign Bond".

(2) A portion of the brokerage commissions that certain of the Fidelity VIP
funds pay was used to reduce fund expenses. In addition, through
arrangements with certain funds' custodian, credits realized as a
result of uninvested cash balances were used to reduce a portion of
each applicable fund's expenses. Without these reductions, the
operating expenses of the funds would have been higher, as shown in the
last column of this table.

(3) On February 8, 2000, shareholders of each fund approved a merger and
reorganization that combined the Templeton International Equity Fund
with the Templeton International Securities Fund, effective May 1,
2000. Shareholders of the Templeton International Securities Fund had
approved new management fees, which apply to the combined funds
effective May 1, 2000. The table shows restated total expenses for the
fund based on the new fees and the assets, as of December 31, 1999, of
the Templeton International Securities Fund. However, if the table
reflected both the new fees and the combined assets of the Templeton
International Equity Fund and the Templeton International Securities
Fund, the estimated expenses for the two funds combined after May 1,
2000 would be: Management Fees 0.65%, Distribution and Service Fees
0.25%, Other Expenses 0.20%, and Total Fund Operating Expenses 1.10%.

(4) MFS Variable Insurance Trust funds have an expense offset arrangement
which reduces each fund's custodian fee based upon the amount of cash
maintained by the fund with its custodian and dividend disbursing
agent. Each fund may enter into other such arrangements and directed
brokerage arrangements, which would also have the effect of reducing
the fund's expenses. Expenses do not take into account these expense
reductions, and are therefore higher than the actual expenses of the
fund. MFS Investment Management(R) (also doing business as
Massachusetts Financial Services Company) has contractually agreed to
bear expense for the New Discovery Fund, subject to reimbursement by
the fund, such that such fund's "other fund expenses" shall not exceed
0.15% of the average daily net assets of the fund during the current
fiscal year.

(5) M Fund, Inc. funds' percentages reflect the investment management fees
currently payable and other fund expenses allocated in 1999. M
Financial Advisers, Inc. reimburses a fund when the fund's other
operating expenses exceed 0.25% of that fund's average daily net
assets.

** Clifton Enhanced U.S. Equity was formerly "Enhanced U.S. Equity".

What other charges could John Hancock impose in the future?

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

<PAGE>

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.

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.

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
total 100%.

Transfers of existing account value

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

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.

. 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 limits on the
number and frequency of transfers out of the variable investment options.

How can I access my investment in the policy?

Full surrender

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

<PAGE>

Partial withdrawals

You may make a partial withdrawal of your surrender value at any time. Each
partial withdrawal must be at least $1,000. There is a charge (usually $20) for
each partial withdrawal. We will automatically reduce the account value of your
policy by the amount of the withdrawal and the related charge. Each investment
option will be reduced in the same proportion as the account value is then
allocated among them. We will not permit a partial withdrawal if it would cause
your account value to fall below 3 months' worth of monthly charges (see
"Deductions from account value" on page 8). We also reserve the right to refuse
any partial withdrawal that would cause the policy's Sum Insured to fall below
$250,000. Any partial withdrawal will reduce your death benefit under any of the
death benefit options (see "How much will John Hancock pay when the insured
person dies?" on page 14). Under Option A or Option M, such a partial withdrawal
will reduce the Sum Insured. Under Option B, such a partial withdrawal will
reduce your account value.

Policy loans

You may borrow from your policy at any time by completing a form
satisfactory to us or, if the telephone transaction authorization form has been
completed, by telephone. However, you can't borrow from your policy during a
"grace period" (see "Lapse and reinstatement" on page 7). The maximum amount you
can borrow is determined as follows:

. We first determine the account value of your policy.

. We then subtract an amount equal to 12 times the monthly charges
then being deducted from account value.

. We then multiply the resulting amount by .75% in policy years 1
through 20 and .25% thereafter.

. We then subtract the third item above from the second item above.

The minimum amount of each loan is $1,000. The interest charged on any
loan is an effective annual rate of 4.75% in the first 20 policy years and 4.25%
thereafter. 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 an effective annual rate of 4.0%.
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:

<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?

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

When the insured person dies, we will pay the death benefit minus any
outstanding loans. There are three ways of calculating the death benefit. You
choose which one you want in the application. The three death benefit options
are:

. Option A - The death benefit will equal the greater of (1) the
Sum Insured, or (2) the minimum insurance amount (as described
below).

. Option B - The death benefit will equal the greater of (1) the
Sum Insured plus your policy's account value on the date of
death, or (2) the minimum insurance amount.

. Option M - The death benefit will equal the greater of (1) the
Sum Insured plus any optional extra death benefit (as described
below), or (2) the minimum insurance amount.

For the same premium payments, the death benefit under Option B will tend
to be higher than the death benefit under Option A or Option M. On the other
hand, the monthly insurance charge will be higher under Option B to compensate
us for the additional insurance risk. Because of that, the account value will
tend to be higher under Option A or Option M than under Option B for the same
premium payments.

Optional extra death benefit feature

The optional extra death benefit is determined as follows:

. First, we multiply your account value by a factor specified in
the policy. The factor is based on the insured person's age on
the date of calculation.

. We will then subtract your Sum Insured.

If you change the way in which the minimum insurance amount is calculated
(see below), we may have to change the factors described above (perhaps
retroactively) in order to maintain qualification of the policy as life
insurance under Federal tax law. This feature may result in the

<PAGE>

Option M death benefit being higher than the minimum insurance amount. Although
there is no special charge for this feature, your monthly insurance charge will
be based on that higher death benefit amount. Election of this feature must be
made in the application for the policy.

The minimum insurance amount

In order for a policy to qualify as life insurance under Federal tax law,
there has to be a minimum amount of insurance in relation to account value.
There are two tests that can be applied under Federal tax law - - the "guideline
premium and cash value corridor test" and the "cash value accumulation test."
When you elect the death benefit option, you must also elect which test you wish
to have applied. Under the guideline premium and cash value corridor test, we
compute the minimum insurance amount each business day by multiplying the
account value on that date by the "required additional death benefit factor"
applicable on that date. In this case, the death benefit factors are derived by
applying the guideline premium and cash value corridor test. The death benefit
factor starts out at 2.50 for ages at or below 40 and decreases as attained age
increases, reaching a low of 1.0 at age 95. Under the cash value accumulation
test, we compute the minimum insurance amount each business day by multiplying
the account value on that date by the death benefit factor applicable on that
date. In this case, the death benefit factors are derived by applying the cash
value accumulation test. The death benefit factor decreases as attained age
increases. Regardless of which test you elect, a table showing the required
additional death benefit factor for each age will appear in the policy.

As noted above, you have to elect which test will be applied when you elect
the death benefit option. The cash value accumulation test may be preferable if
you want an increasing death benefit in later policy years and/or want to fund
the policy at the "7 pay" limit for the full 7 years (see "Tax Considerations"
beginning on page 38). The guideline premium and cash value corridor test may be
preferable if you want the account value under the policy to increase without
increasing the death benefit as quickly as might otherwise be required.

Enhanced cash value rider

In the application for the policy, you may elect to purchase the enhanced
cash value rider. This rider provides an enhanced cash value benefit (in
addition to the surrender value) if you surrender the policy within the first
nine policy years. The amount of the benefit will be shown in the "Policy
Specifications" section of the policy. The benefit is also included in the
account value when calculating the death benefit. Election of this rider could
increase your insurance charge since it affects our amount at risk under the
policy. The amount available for partial withdrawals and loans are based on the
surrender value and will in no way be increased due to this rider.

How can I change my policy's insurance coverage?

Increase in coverage

After the first policy year, you may request an increase in the Sum Insured
at any time. However, you will have to provide us with evidence that the insured
person still meets our

<PAGE>

requirements for issuing insurance coverage. As to when an approved increase
would take effect, see "Effective date of other policy transactions" on page 35.

Decrease in coverage

After the first policy year, you may request a reduction in the Sum Insured
at any time, but only if:

. the remaining Sum Insured will be at least $250,000, and

. the remaining Sum Insured will at least equal the minimum
required by the tax laws to maintain the policy's life insurance
status.

We may refuse any decrease in Sum Insured if it would cause the death
benefit to reflect an increase pursuant to the optional extra death benefit
feature. As to when an approved decrease would take effect, see "Effective date
of other policy transactions" on page 35.

Change of death benefit option

At any time, you may request to change your coverage from death benefit
Option B to Option A. Our administrative systems do not currently permit any
other change of death benefit option. Such changes may be permitted in the
future, but that is not guaranteed.

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 10 days after you receive
it (this period may be longer in some states). This is often referred to as the
"free look" period. To cancel your policy, simply deliver or mail the policy to
John Hancock at one of the addresses shown on page 2, 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 Trusts 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:

16
<PAGE>

. 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%.

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

17
<PAGE>

Variations in expenses or risks

We may vary the charges and other terms of our policies where special
circumstances result in sales or administrative expenses, mortality risks or
other risks that are different from those normally associated with the policies.
These include the type of variations discussed under "Reduced charges for
eligible classes" on page 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 on 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 2.

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

. loans, surrenders or partial withdrawals

. transfers of account value among investment options

. change of allocation among investment options for new premium
payments

. change of death benefit option

. increase or decrease in Sum Insured

. change of beneficiary

18
<PAGE>

. 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 2. You should also send notice
of the insured person's death and related documentation to the John Hancock Life
Servicing Office. We don't consider that we've "received" any communication
until such time as it has arrived at the proper place and in the proper and
complete form.

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

Telephone Transactions

If you complete a special authorization form, you can request loans, transfers
among investment options and changes of allocation among investment options
simply by telephoning us at 1-800-521-1234 or by faxing us at 1-617-572-6956.
Any fax request should include your name, daytime telephone number, policy
number and, in the case of transfers and changes of allocation, the names of the
investment options involved. We will honor telephone instructions from anyone
who provides the correct identifying information, so there is a risk of loss to
you if this service is used by an unauthorized person. However, you will receive
written confirmation of all telephone transactions. There is also a risk that
you will be unable to place your request due to equipment malfunction or heavy
phone line usage. If this occurs, you should submit your request in writing.

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

19
<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% (i.e., before any fees or
expenses deducted from Trust assets). After the deduction of average fees and
expenses at the Trust level (as described below) the corresponding net annual
rates of return would be -.79%, 5.16% and 11.12%. (Investment return reflects
investment income and all realized and unrealized capital gains and losses.) The
tables assume annual Planned Premiums that are paid at the beginning of each
policy year for an insured person who is a 45 year old male preferred
underwriting risk when the policy is issued.

Tables are provided for each of the two death benefit options. The tables
headed "Current Charges" assume that the current rates for all charges deducted
by John Hancock will apply in each year illustrated. 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 .66%, and (2) an assumed average asset charge for all
other Trust operating expenses equivalent to an effective annual rate of .13%.
These rates are the arithmetic average for all funds of the Trusts. 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 charge shown above for all other
Trust operating expenses reflects reimbursements to certain funds as described
in the footnotes to the table beginning on page 10. We currently expect those
reimbursement arrangements to continue indefinitely, but that is not guaranteed.

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

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

<PAGE>

Plan: Flexible Premium Variable Life
$250,000 Sum Insured
Male, Issue age 45, Fully Underwritten Preferred Underwriting Class
Option A Death Benefit
Cash Value Accumulation Test
Planned Premium: $4,530*
Using Current Charges

<TABLE>
<CAPTION>
Death Benefit Surrender Value
------------------------------ ------------------------------
End of Planned Premiums Assuming hypothetical Assuming hypothetical
Policy accumulated at gross annual return of gross annual return of
------------------------------ ------------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
------ ------------------ -------- -------- ---------- ------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,757 $250,000 $250,000 $ 250,000 $ 2,185 $ 2,336 $ 2,488
2 9,751 250,000 250,000 250,000 5,203 5,697 6,209
3 14,995 250,000 250,000 250,000 8,157 9,188 10,298
4 20,501 250,000 250,000 250,000 11,065 12,836 14,816
5 26,283 250,000 250,000 250,000 13,944 16,665 19,827
6 32,353 250,000 250,000 250,000 16,795 20,685 25,385
7 38,727 250,000 250,000 250,000 19,624 24,910 31,557
8 45,420 250,000 250,000 250,000 22,428 29,350 38,407
9 52,448 250,000 250,000 250,000 25,208 34,013 46,008
10 59,827 250,000 250,000 250,000 27,957 38,905 54,436
11 67,575 250,000 250,000 250,000 31,230 44,619 64,390
12 75,710 250,000 250,000 250,000 34,428 50,575 75,394
13 84,252 250,000 250,000 250,000 37,522 56,761 87,544
14 93,221 250,000 250,000 250,000 40,510 63,188 100,970
15 102,638 250,000 250,000 250,000 43,396 69,874 115,826
16 112,527 250,000 250,000 250,000 46,179 76,832 132,277
17 122,910 250,000 250,000 274,882 48,854 84,078 150,463
18 133,812 250,000 250,000 303,799 51,417 91,625 170,501
19 145,259 250,000 250,000 334,827 53,861 99,489 192,573
20 157,278 250,000 250,000 368,178 56,182 107,690 216,882
25 227,014 250,000 250,000 576,428 64,802 153,889 379,453
30 316,016 250,000 292,219 884,023 69,261 212,045 641,480
35 429,609 250,000 359,282 1,349,445 65,857 282,077 1,059,469
</TABLE>

* The illustrations assume that Planned Premiums equal to the Target Premium are
paid at the start of each Policy year. The Death Benefit and Surrender Value
will differ if premiums are paid in different amounts or frequencies, if
Policy loans are taken, or optional rider benefits are elected.

It is emphasized that the hypothetical Investment returns 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 fluctuate above or below the average for individual
Policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time.

<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
---------------------------- ---------------------------
End of Planned Premiums Assuming hypothetical Assuming hypothetical
Policy accumulated at gross annual return of gross annual return of
---------------------------- ---------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
------ ------------------ -------- -------- -------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,757 $250,000 $250,000 $250,000 $ 1,375 $ 1,501 $ 1,627
2 9,751 250,000 250,000 250,000 3,545 3,935 4,343
3 14,995 250,000 250,000 250,000 5,599 6,392 7,253
4 20,501 250,000 250,000 250,000 7,533 8,871 10,379
5 26,283 250,000 250,000 250,000 9,340 11,361 13,733
6 32,353 250,000 250,000 250,000 11,014 13,859 17,338
7 38,727 250,000 250,000 250,000 12,537 16,345 21,202
8 45,420 250,000 250,000 250,000 13,894 18,807 25,343
9 52,448 250,000 250,000 250,000 15,069 21,224 29,778
10 59,827 250,000 250,000 250,000 16,039 23,574 34,524
11 67,575 250,000 250,000 250,000 17,363 26,440 40,233
12 75,710 250,000 250,000 250,000 18,455 29,241 46,388
13 84,252 250,000 250,000 250,000 19,306 31,971 53,047
14 93,221 250,000 250,000 250,000 19,903 34,615 60,268
15 102,638 250,000 250,000 250,000 20,228 37,155 68,121
16 112,527 250,000 250,000 250,000 20,251 39,564 76,677
17 122,910 250,000 250,000 250,000 19,938 41,806 86,018
18 133,812 250,000 250,000 250,000 19,240 43,836 96,240
19 145,259 250,000 250,000 250,000 18,101 45,601 107,454
20 157,278 250,000 250,000 250,000 16,464 47,042 119,801
25 227,014 ** 250,000 309,216 ** 47,243 203,552
30 316,016 ** 250,000 450,227 ** 24,468 326,701
35 429,609 ** ** 636,295 ** ** 499,564
</TABLE>

* The illustrations assume that Planned Premiums equal to the Target Premium
are paid at the start of each Policy year. The Death Benefit and Surrender
Value will differ if premiums are paid in different amounts or frequencies,
if Policy loans are taken, or optional rider benefits are elected.
** Policy lapses unless additional premium payments are made.

<PAGE>

Plan: Flexible Premium Variable Life
$250,000 Sum Insured
Male, Issue age 45, Fully Underwritten Preferred Underwriting Class
Option B Death Benefit
Cash Value Accumulation Test
Planned Premium: $4,530*
Using Current Charges

<TABLE>
<CAPTION>
Death Benefit Surrender Value
------------------------------ ------------------------------
End of Planned Premiums Assuming hypothetical Assuming hypothetical
Policy accumulated at gross annual return of gross annual return of
------------------------------ ------------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
------ ------------------ -------- -------- ---------- ------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,757 $252,181 $252,332 $ 252,484 $ 2,181 $ 2,332 $ 2,484
2 9,751 255,190 255,682 256,193 5,190 5,682 6,193
3 14,995 258,128 259,155 260,260 8,128 9,155 10,260
4 20,501 261,015 262,777 264,746 11,015 12,777 14,746
5 26,283 263,867 266,569 269,709 13,867 16,569 19,709
6 32,353 266,686 270,544 275,206 16,686 20,544 25,206
7 38,727 269,477 274,714 281,297 19,477 24,714 31,297
8 45,420 272,240 279,087 288,045 22,240 29,087 38,045
9 52,448 274,973 283,673 295,519 24,973 33,673 45,519
10 59,827 277,671 288,474 303,791 27,671 38,474 53,791
11 67,575 280,885 294,078 313,546 30,885 44,078 63,546
12 75,710 284,010 299,896 324,293 34,010 49,896 74,293
13 84,252 287,012 305,904 336,101 37,012 55,904 86,101
14 93,221 289,886 312,104 349,076 39,886 62,104 99,076
15 102,638 292,635 318,505 363,344 42,635 68,505 113,344
16 112,527 295,254 325,112 379,039 45,254 75,112 129,039
17 122,910 297,735 331,925 396,303 47,735 81,925 146,303
18 133,812 300,072 338,945 415,296 50,072 88,945 165,296
19 145,259 302,253 346,168 436,189 52,253 96,168 186,189
20 157,278 304,269 353,595 459,175 54,269 103,595 209,175
25 227,014 310,315 392,240 612,104 60,315 142,240 362,104
30 316,016 310,527 434,804 859,491 60,527 184,804 609,491
35 429,609 300,081 476,411 1,282,381 50,081 226,411 1,006,816
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
---------------------------- ---------------------------
End of Planned Premiums Assuming hypothetical Assuming hypothetical
Policy accumulated at gross annual return of gross annual return of
---------------------------- ---------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
------ ------------------ -------- -------- -------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,757 $251,366 $251,491 $251,617 $ 1,366 $ 1,491 $ 1,617
2 9,751 253,515 253,901 254,305 3,515 3,901 4,305
3 14,995 255,535 256,319 257,169 5,535 6,319 7,169
4 20,501 257,422 258,738 260,221 7,422 8,738 10,221
5 26,283 259,167 261,146 263,468 9,167 11,146 13,468
6 32,353 260,763 263,534 266,922 10,763 13,534 16,922
7 38,727 262,190 265,879 270,580 12,190 15,879 20,580
8 45,420 263,433 268,161 274,446 13,433 18,161 24,446
9 52,448 264,472 270,353 278,517 14,472 20,353 28,517
10 59,827 265,284 272,426 282,788 15,284 22,426 32,788
11 67,575 266,425 274,950 287,880 16,425 24,950 37,880
12 75,710 267,302 277,332 293,242 17,302 27,332 43,242
13 84,252 267,909 279,557 298,890 17,909 29,557 48,890
14 93,221 268,233 281,599 304,835 18,233 31,599 54,835
15 102,638 268,257 283,428 311,087 18,257 33,428 61,087
16 112,527 267,951 285,000 317,643 17,951 35,000 67,643
17 122,910 267,283 286,265 324,493 17,283 36,265 74,493
18 133,812 266,209 287,159 331,618 16,209 37,159 81,618
19 145,259 264,679 287,607 338,987 14,679 37,607 88,987
20 157,278 262,645 287,534 346,566 12,645 37,534 96,566
25 227,014 ** 276,738 386,592 ** 26,738 136,592
30 316,016 ** ** 423,368 ** ** 173,368
35 429,609 ** ** 434,478 ** ** 184,478
</TABLE>

* The illustrations assume that Planned Premiums equal to the Target Premium
are paid at the start of each Policy year. The Death Benefit and Surrender
Value will differ if premiums are paid in different amounts or frequencies,
if Policy loans are taken, or optional rider benefits are elected.
** Policy lapses unless additional premium payments are made.

24
<PAGE>

Plan: Flexible Premium Variable Life
$250,000 Sum Insured
Male, Issue age 45, Fully Underwritten Preferred Underwriting Class
Option M Death Benefit
Cash Value Accumulation Test
Planned Premium: $4,530*
Using Current Charges

<TABLE>
<CAPTION>
Death Benefit Surrender Value
------------------------------ ----------------------------
End of Planned Premiums Assuming hypothetical Assuming hypothetical
Policy accumulated at gross annual return of gross annual return of
------------------------------ ----------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
------ ------------------ -------- -------- ---------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,757 $250,000 $250,000 $ 250,000 $ 2,185 $ 2,336 $ 2,488
2 9,751 250,000 250,000 250,000 5,203 5,697 6,209
3 14,995 250,000 250,000 250,000 8,157 9,188 10,298
4 20,501 250,000 250,000 250,000 11,065 12,836 14,816
5 26,283 250,000 250,000 250,000 13,944 16,665 19,827
6 32,353 250,000 250,000 250,000 16,795 20,685 25,385
7 38,727 250,000 250,000 250,000 19,624 24,910 31,557
8 45,420 250,000 250,000 250,000 22,428 29,350 38,407
9 52,448 250,000 250,000 250,000 25,208 34,013 46,008
10 59,827 250,000 250,000 250,000 27,957 38,905 54,436
11 67,575 250,000 250,000 254,510 31,230 44,619 64,389
12 75,710 250,000 250,000 285,210 34,428 50,575 75,343
13 84,252 250,000 250,000 316,829 37,522 56,761 87,348
14 93,221 250,000 250,000 349,426 40,510 63,188 100,496
15 102,638 250,000 250,000 383,118 43,396 69,874 114,899
16 112,527 250,000 250,000 418,002 46,179 76,832 130,667
17 122,910 250,000 258,105 454,184 48,854 84,062 147,923
18 133,812 250,000 269,880 491,776 51,417 91,537 166,800
19 145,259 250,000 281,161 530,929 53,861 99,259 187,435
20 157,278 250,000 291,992 571,791 56,182 107,232 209,986
25 227,014 250,000 338,402 801,747 64,802 150,008 355,400
30 316,016 250,000 378,478 1,098,408 69,261 199,767 579,757
35 429,609 250,000 413,937 1,486,664 65,857 255,848 918,885
</TABLE>

25
<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
---------------------------- ---------------------------
End of Planned Premiums Assuming hypothetical Assuming hypothetical
Policy accumulated at gross annual return of gross annual return of
---------------------------- ---------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
------ ------------------ -------- -------- -------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,757 $250,000 $250,000 $250,000 $ 1,375 $ 1,501 $ 1,627
2 9,751 250,000 250,000 250,000 3,545 3,935 4,343
3 14,995 250,000 250,000 250,000 5,599 6,392 7,253
4 20,501 250,000 250,000 250,000 7,533 8,871 10,379
5 26,283 250,000 250,000 250,000 9,340 11,361 13,733
6 32,353 250,000 250,000 250,000 11,014 13,859 17,338
7 38,727 250,000 250,000 250,000 12,537 16,345 21,202
8 45,420 250,000 250,000 250,000 13,894 18,807 25,343
9 52,448 250,000 250,000 250,000 15,069 21,224 29,778
10 59,827 250,000 250,000 250,000 16,039 23,574 34,524
11 67,575 250,000 250,000 250,000 17,363 26,440 40,233
12 75,710 250,000 250,000 250,000 18,455 29,241 46,388
13 84,252 250,000 250,000 250,000 19,306 31,971 53,047
14 93,221 250,000 250,000 250,000 19,903 34,615 60,268
15 102,638 250,000 250,000 250,000 20,228 37,155 68,121
16 112,527 250,000 250,000 250,000 20,251 39,564 76,677
17 122,910 250,000 250,000 263,804 19,938 41,806 85,919
18 133,812 250,000 250,000 282,027 19,240 43,836 95,657
19 145,259 250,000 250,000 299,928 18,101 45,601 105,884
20 157,278 250,000 250,000 317,486 16,464 47,042 116,594
25 227,014 ** 250,000 400,592 ** 47,243 177,575
30 316,016 ** 250,000 474,396 ** 24,468 250,394
35 429,609 ** ** 537,186 ** ** 332,027
</TABLE>

* The illustrations assume that Planned Premiums equal to the Target Premium
are paid at the start of each Policy year. The Death Benefit and Surrender
Value will differ if premiums are paid in different amounts or frequencies,
if Policy loans are taken, or optional rider benefits are elected.
** Policy lapses unless additional premium payments are made.

<PAGE>

Plan: Flexible Premium Variable Life
$250,000 Sum Insured
Male, Issue age 45, Fully Underwritten Preferred Underwriting Class
Option A Death Benefit
Guideline Premium and Cash Value Corridor Test
Planned Premium: $4,530*
Using Current Charges

<TABLE>
<CAPTION>
Death Benefit Surrender Value
------------------------------ ------------------------------
End of Planned Premiums Assuming hypothetical Assuming hypothetical
Policy accumulated at gross annual return of gross annual return of
------------------------------ ------------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
------ ------------------ -------- -------- ---------- ------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,757 $250,000 $250,000 $ 250,000 $ 2,185 $ 2,336 $ 2,488
2 9,751 250,000 250,000 250,000 5,203 5,697 6,209
3 14,995 250,000 250,000 250,000 8,157 9,188 10,298
4 20,501 250,000 250,000 250,000 11,065 12,836 14,816
5 26,283 250,000 250,000 250,000 13,944 16,665 19,827
6 32,353 250,000 250,000 250,000 16,795 20,685 25,385
7 38,727 250,000 250,000 250,000 19,624 24,910 31,557
8 45,420 250,000 250,000 250,000 22,428 29,350 38,407
9 52,448 250,000 250,000 250,000 25,208 34,013 46,008
10 59,827 250,000 250,000 250,000 27,957 38,905 54,436
11 67,575 250,000 250,000 250,000 31,230 44,619 64,390
12 75,710 250,000 250,000 250,000 34,428 50,575 75,394
13 84,252 250,000 250,000 250,000 37,522 56,761 87,544
14 93,221 250,000 250,000 250,000 40,510 63,188 100,970
15 102,638 250,000 250,000 250,000 43,396 69,874 115,826
16 112,527 250,000 250,000 250,000 46,179 76,832 132,277
17 122,910 250,000 250,000 250,000 48,854 84,078 150,513
18 133,812 250,000 250,000 250,000 51,417 91,625 170,745
19 145,259 250,000 250,000 250,000 53,861 99,489 193,216
20 157,278 250,000 250,000 266,169 56,182 107,690 218,171
25 227,014 250,000 250,000 450,255 64,802 153,889 388,151
30 316,016 250,000 250,000 716,278 69,261 213,263 669,418
35 429,609 250,000 305,666 1,192,863 65,857 291,111 1,136,060
</TABLE>

It is emphasized that the hypothetical investment returns 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 fluctuate above or below the average for individual
Policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time.

<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
---------------------------- ---------------------------
End of Planned Premiums Assuming hypothetical Assuming hypothetical
Policy accumulated at gross annual return of gross annual return of
---------------------------- ---------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
------ ------------------ -------- -------- -------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,757 $250,000 $250,000 $250,000 $ 1,375 $ 1,501 $ 1,627
2 9,751 250,000 250,000 250,000 3,545 3,935 4,343
3 14,995 250,000 250,000 250,000 5,599 6,392 7,253
4 20,501 250,000 250,000 250,000 7,533 8,871 10,379
5 26,283 250,000 250,000 250,000 9,340 11,361 13,733
6 32,353 250,000 250,000 250,000 11,014 13,859 17,338
7 38,727 250,000 250,000 250,000 12,537 16,345 21,202
8 45,420 250,000 250,000 250,000 13,894 18,807 25,343
9 52,448 250,000 250,000 250,000 15,069 21,224 29,778
10 59,827 250,000 250,000 250,000 16,039 23,574 34,524
11 67,575 250,000 250,000 250,000 17,363 26,440 40,233
12 75,710 250,000 250,000 250,000 18,455 29,241 46,388
13 84,252 250,000 250,000 250,000 19,306 31,971 53,047
14 93,221 250,000 250,000 250,000 19,903 34,615 60,268
15 102,638 250,000 250,000 250,000 20,228 37,155 68,121
16 112,527 250,000 250,000 250,000 20,251 39,564 76,677
17 122,910 250,000 250,000 250,000 19,938 41,806 86,018
18 133,812 250,000 250,000 250,000 19,240 43,836 96,240
19 145,259 250,000 250,000 250,000 18,101 45,601 107,454
20 157,278 250,000 250,000 250,000 16,464 47,042 119,801
25 227,014 ** 250,000 250,000 ** 47,243 206,501
30 316,016 ** 250,000 382,471 ** 24,468 357,450
35 429,609 ** ** 632,960 ** ** 602,819
</TABLE>

* The illustrations assume that Planned Premiums equal to the Target Premium
are paid at the start of each Policy year. The Death Benefit and Surrender
Value will differ if premiums are paid in different amounts or frequencies,
if Policy loans are taken, or optional rider benefits are elected.
** Policy lapses unless additional premium payments are made.

<PAGE>

Plan: Flexible Premium Variable Life
$250,000 Sum Insured
Male, Issue age 45, Fully Underwritten Preferred Underwriting Class
Option B Death Benefit
Guideline Premium and Cash Value Corridor Test
Planned Premium: $4,530*
Using Current Charges

<TABLE>
<CAPTION>
Death Benefit Surrender Value
------------------------------ -----------------------------
Assuming hypothetical Assuming hypothetical
End of Planned Premiums gross annual return of gross annual return of
Policy accumulated at ------------------------------ -----------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
------- ------------------ -------- -------- ---------- ------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,757 $252,181 $252,332 $ 252,484 $ 2,181 $ 2,332 $ 2,484
2 9,751 255,190 255,682 256,193 5,190 5,682 6,193
3 14,995 258,128 259,155 260,260 8,128 9,155 10,260
4 20,501 261,015 262,777 264,746 11,015 12,777 14,746
5 26,283 263,867 266,569 269,709 13,867 16,569 19,709
6 32,353 266,686 270,544 275,206 16,686 20,544 25,206
7 38,727 269,477 274,714 281,297 19,477 24,714 31,297
8 45,420 272,240 279,087 288,045 22,240 29,087 38,045
9 52,448 274,973 283,673 295,519 24,973 33,673 45,519
10 59,827 277,671 288,474 303,791 27,671 38,474 53,791
11 67,575 280,885 294,078 313,546 30,885 44,078 63,546
12 75,710 284,010 299,896 324,293 34,010 49,896 74,293
13 84,252 287,012 305,904 336,101 37,012 55,904 86,101
14 93,221 289,886 312,104 349,076 39,886 62,104 99,076
15 102,638 292,635 318,505 363,344 42,635 68,505 113,344
16 112,527 295,254 325,112 379,039 45,254 75,112 129,039
17 122,910 297,735 331,925 396,303 47,735 81,925 146,303
18 133,812 300,072 338,945 415,296 50,072 88,945 165,296
19 145,259 302,253 346,168 436,189 52,253 96,168 186,189
20 157,278 304,269 353,595 459,175 54,269 103,595 209,175
25 227,014 310,315 392,240 612,104 60,315 142,240 362,104
30 316,016 310,527 434,804 859,491 60,527 184,804 609,491
35 429,609 300,081 476,411 1,257,340 50,081 226,411 1,007,340
</TABLE>

It is emphasized that the hypothetical investment returns 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 fluctuate above or below the average for individual
Policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time.

<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
---------------------------- --------------------------
Assuming hypothetical Assuming hypothetical
End of Planned Premiums gross annual return of gross annual return of
Policy accumulated at ---------------------------- --------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
------- ------------------ -------- -------- -------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,757 $251,366 $251,491 $251,617 $ 1,366 $ 1,491 $ 1,617
2 9,751 253,515 253,901 254,305 3,515 3,901 4,305
3 14,995 255,535 256,319 257,169 5,535 6,319 7,169
4 20,501 257,422 258,738 260,221 7,422 8,738 10,221
5 26,283 259,167 261,146 263,468 9,167 11,146 13,468
6 32,353 260,763 263,534 266,922 10,763 13,534 16,922
7 38,727 262,190 265,879 270,580 12,190 15,879 20,580
8 45,420 263,433 268,161 274,446 13,433 18,161 24,446
9 52,448 264,472 270,353 278,517 14,472 20,353 28,517
10 59,827 265,284 272,426 282,788 15,284 22,426 32,788
11 67,575 266,425 274,950 287,880 16,425 24,950 37,880
12 75,710 267,302 277,332 293,242 17,302 27,332 43,242
13 84,252 267,909 279,557 298,890 17,909 29,557 48,890
14 93,221 268,233 281,599 304,835 18,233 31,599 54,835
15 102,638 268,257 283,428 311,087 18,257 33,428 61,087
16 112,527 267,951 285,000 317,643 17,951 35,000 67,643
17 122,910 267,283 286,265 324,493 17,283 36,265 74,493
18 133,812 266,209 287,159 331,618 16,209 37,159 81,618
19 145,259 264,679 287,607 338,987 14,679 37,607 88,987
20 157,278 262,645 287,534 346,566 12,645 37,534 96,566
25 227,014 ** 276,738 386,592 ** 26,738 136,592
30 316,016 ** ** 423,368 ** ** 173,368
35 429,609 ** ** 434,478 ** ** 184,478
</TABLE>

* The illustrations assume that Planned Premiums equal to the Target Premium
are paid at the start of each Policy year. The Death Benefit and Surrender
Value will differ if premiums are paid in different amounts or frequencies,
if Policy loans are taken, or optional rider benefits are elected.
** Policy lapses unless additional premium payments are made.

It is emphasized that the hypothetical investment returns 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 fluctuate above or below the average for individual
Policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time.

<PAGE>

ADDITIONAL INFORMATION

This section of the prospectus provides additional detailed information
that is not contained in the Basic Information section on pages 4 through 19.

<TABLE>
<CAPTION>
Contents of this section Beginning on page
------------------------ -----------------
<S> <C>
Description of John Hancock.................................... 32

How we support the policy and investment options............... 32

Procedures for issuance of a policy............................ 33

Commencement of investment performance......................... 34

How we process certain policy transactions..................... 34

Effects of policy loans........................................ 36

Additional information about how certain policy charges work... 36

How we market the policies..................................... 37

Tax considerations............................................. 38

Reports that you will receive.................................. 40

Voting privileges that you will have........................... 40

Changes that John Hancock can make as to your policy........... 40

Adjustments we make to death benefits.......................... 41

When we pay policy proceeds.................................... 41

Other details about exercising rights and paying benefits...... 42

Legal matters.................................................. 42

Registration statement filed with the SEC...................... 42

Accounting and actuarial experts............................... 42

Financial statements of John Hancock and the Account........... 42

List of Directors and Executive Officers of John Hancock....... 43
</TABLE>

31
<PAGE>

Description of John Hancock

We are John Hancock Life Insurance Company, a Massachusetts stock life
insuarnce company. On February 1, 2000, John Hancock Mutual Life Insurance
Company (which was chartered in Massachusetts in 1862) converted to a stock
company by "demutualizing" and changed its name to John Hancock Life Insurance
Company. As part of the demutualization process, John Hancock Life Insurance
Company became a subsidiary of John Hancock Financial Services, Inc., a newly
formed publicly-traded corporation. 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 December
31, 1999, our assets were approximately $71 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 one
of the Trusts. New subaccounts may be added as new funds are added to the Trusts
and made available to policy owners. Existing subaccounts may be deleted if
existing funds are deleted from the Trusts.

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

32
<PAGE>

applicable law, we have sole discretion over the investment of assets of the
general account and policy owners do not share in the investment experience of,
or have any preferential claim on, those assets. Instead, we guarantee that the
account value allocated to the fixed investment option will accrue interest
daily at an effective annual rate of at least 4% without regard to the actual
investment experience of the general account.

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

Procedures for issuance of a policy

Generally, the policy is available with a minimum Sum Insured at issue of
$250,000. At the time of issue, the insured person must have an attained age of
at least 15 and no more than 85. All insured persons must meet certain health
and other insurance risk criteria called "underwriting standards".

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

Minimum Initial Premium

The Minimum Initial Premium must be received by us at our Life Servicing
Office in order for the policy to be in full force and effect. There is no grace
period for the payment of the Minimum Initial Premium. The Minimum Initial
Premium is determined by us based on the characteristics of the insured person,
the Sum Insured at issue, and the policy options you have selected.

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 34).

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

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

. The Minimum Initial 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.

<PAGE>

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 always takes effect retroactively. Backdating results in a lower
insurance charge (because of the insured person's younger age at issue), but
monthly charges begin earlier than would otherwise be the case. Those monthly
charges will be deducted as soon as we receive premiums sufficient to pay them.

Temporary coverage prior to policy delivery

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

Monthly deduction dates

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

Any premium payment processed prior to the twentieth day after the date of
issue will automatically be allocated to the Money Market investment option. On
the later of the date such payment is received or the twentieth day following
the date of issue, the portion of the Money Market investment option
attributable to such payment will be reallocated automatically among the
investment options you have chosen.

All other premium payments will be allocated among the investment options
you have chosen as soon as they are processed.

How we process certain policy transactions

Premium payments

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

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

(2) If the Minimum Initial 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 Initial Premium is received.

(3) 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.

(4) If we receive any premium payment that we think will cause a policy to
become a modified endowment or will cause a policy to lose its status as 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

<PAGE>

. 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.

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

Transfers among investment options

Any reallocation among investment options must be such that the total in
all investment options after reallocation equals 100% of account value.
Transfers out of 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.

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

The following transactions take effect on the policy anniversary on or next
following the date we approve the request:

. Sum Insured decreases

. Sum Insured increases

. Change of death benefit option from Option B to Option A

. Any other change of death benefit option, when and if permitted by our
administrative rules (see "Change of death benefit option" on page 16)

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

<PAGE>

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

Effects of policy loans

The account value, the surrender value, and any death benefit above the Sum
Insured 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 equals or exceeds the account value, the
policy will terminate 31 days after we have mailed notice of termination to you
(and to any assignee of record at such assignee's last known address) specifying
the amount you must pay to avoid termination, unless a repayment of at least the
amount specified is made within that period.

Additional information about how certain policy charges work

Sales expenses and related charges

The sales charges help to compensate us for the cost of selling our
policies. (See "What charges will John Hancock deduct from my investment in the
policy?" in the Basic Information section of this prospectus.) The amount of the
charges in any policy year does not specifically correspond to sales expenses
for that year. We expect to recover our total sales expenses over the life of
the policies. To the extent that the sales charges do not cover total sales
expenses, the sales expenses may be recovered from other sources, including
gains from the charge for mortality and expense risks and other gains with
respect to the policies, or from our general assets. (See "How we market the
policies" on page 37.)

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 less than one
Target Premium in the first policy year or paying more than one Target Premium
in any policy year could reduce your total sales charges over time. For example,
if the Target Premium was $10,000 and you paid a premium of $10,000 in each of
the first ten policy years, you would pay total sales charges of $12,000. If you
paid $20,000 (i.e., two times the Target Premium amount) in every other policy
year up to the ninth policy year, you would pay total sales charges of only
$8,750. However, delaying the payment of Target Premiums to later policy years
could increase the risk that the account value will be insufficient to pay
monthly policy charges as they come due. As a result, the policy may lapse and
eventually terminate. Conversely, accelerating the payment of Target Premiums to
earlier policy years could cause aggregate premiums paid to exceed the policy's
7-pay premium limit and, as a result, cause the policy to become a modified
endowment, with adverse tax consequences to you upon receipt of policy
distributions. (See "Tax consequences" beginning on page 38.)

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.

<PAGE>

Reduced charges for eligible classes

The charges otherwise applicable (including the M&E charge) 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; the aggregate amount of premiums paid; 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,
John Hancock Variable Life Insurance Company, Signator, and the Account.
Signator also serves as principal underwriter for John Hancock Variable Annuity
Accounts U, I and V, and John Hancock Variable Life Accounts S, U and V, all of
which are registered under the 1940 Act. Signator is also the principal
underwriter for John Hancock Variable Series Trust I.

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

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

The maximum commission payable to a Signator representative for selling a
policy is 65% of the Target Premium paid in the first policy year, 10% of the
Target Premium paid in the second through tenth policy years, and 3% of the
Target Premium paid in each policy year thereafter. The maximum commission on
any premium paid in any policy year in excess of the Target Premium is 3%.

Representatives with less than four years of service with Signator and
those compensated on salary plus bonus or level commission programs may

<PAGE>

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

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

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

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

38
<PAGE>

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

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

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

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

7-pay premium limit

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

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

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

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

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

All modified endowments issued by the same insurer (or its affiliates) to
the owner during any calendar year generally will be treated as one contract

39
<PAGE>

for the purpose of applying the modified endowment rules. A policy received in
exchange for a modified endowment will itself also be a modified endowment. You
should consult your tax advisor if you have questions regarding the possible
impact of the 7-pay limit on your policy.

Corporate and H.R. 10 plans

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

Reports That You Will Receive

At least annually, we will send you a statement setting forth the following
information as of the end of the most recent reporting period: the amount of the
death benefit, 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 premium payments, transfers among investment
options, policy loans, partial withdrawals and certain other policy
transactions.

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

Voting privileges that you will have

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

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

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

Changes that John Hancock can make as to your policy

Changes relating to a Trust or the Account

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

40
<PAGE>

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

Other permissible changes

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

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

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

. Combining or removing investment options

. Changes in the form of organization of any separate account

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

Adjustments we make to death benefits

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

When we pay policy proceeds

General

We will pay any death benefit, 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

41
<PAGE>

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

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.

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 certain of the financial
statements of the Account included in this prospectus have been audited by Ernst
& Young LLP, independent auditors, for the periods indicated in their reports
thereon which appear elsewhere herein and have been included in reliance on
their reports given on their authority as experts in accounting and auditing.
Actuarial matters included in this prospectus have been examined by Todd G.
Englesen, 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.

In addition to those financial statements of the Account included herein
that have been audited by Ernst & Young LLP, this prospectus also contains
unaudited financial statements of the Account for a period subsequent to the
audited financial statements.

42
<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>
Stephen L. Brown.......... Chairman of the Board, John Hancock

David F. D'Alessandro..... President and Chief Executive Officer, John Hancock

Foster L. Aborn .......... Vice Chairman of the Board and Chief Investment
Officer, John Hancock

Samuel W. Bodman.......... Chairman of the Board and Chief Executive Officer,
Cabot Corporation (chemicals)

I. MacAllister Booth...... Retired Chairman of the Board and Chief Executive
Officer, Polaroid Corporation (photographic products)

Wayne A. Budd............. Group President, Bell Atlantic - New England
(telecommunications)

John M. Connors, Jr....... Chairman and Chief Executive Officer and Director,
Hill, Holliday, Connors, Cosmopoulos, Inc.
(advertising).

Robert E. Fast............ Senior Partner, Hale and Dorr (law firm).

Kathleen F. Feldstein..... President, Economic Studies, Inc. (economic
consulting).

Nelson S. Gifford......... Principal, Fleetwing Capital Management (financial
services)

Michael C. Hawley......... Chairman and Chief Executive Officer, The Gillette
Company (razors, etc.)

Edward H. Linde........... President and Chief Executive Officer, Boston
Properties, Inc. (real estate)

Judith A. McHale.......... President and Chief Operating Officer, Discovery
Communications, Inc. (multimedia communications)

E. James Morton........... Director, formerly Chairman of the Board and Chief
Executive Officer, John Hancock

Richard F. Syron.......... Chairman of the Board, President and Chief Executive
Officer, Thermo Electron Corp. (scientific and
industrial instruments)

Robert J. Tarr, Jr........ Former President, Chief Executive Officer and Chief
Operations Officer, Harcourt General, Inc. (publishing)

Other Executive Officers
------------------------

Thomas E. Moloney......... Chief Financial Officer

Richard S. Scipione....... General Counsel

Derek Chilvers............ Chairman and Chief Executive Officer of John Hancock
International Holdings, Inc.

John M. DeCiccio.......... Executive Vice President and Chief Investment
Officer-Elect

Maureen R. Ford........... President, Broker-Dealer Distribution and Financial
Advisory Network

Kathleen M. Graveline..... Executive Vice President - Retail

Barry J. Rubenstein....... Vice President, Counsel and Secretary
</TABLE>

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

43
<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Directors and Policyholders
John Hancock Mutual Life Insurance Company

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

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

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

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

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

ERNST & YOUNG LLP

Boston, Massachusetts
March 10, 2000

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION

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

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

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION

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

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

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

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

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

47
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF CASH FLOWS

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

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

48
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES

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

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

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

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

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

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

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

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

The asset transfer directly affected certain group pension participating
contractholders because those contracts have participating features under which
crediting rates and dividends are affected directly by portfolio earnings.
Certain participating contractholders participate in contract experience related
to net investment income and realized capital gains and losses in the general
account. These participating contractholders were compensated for transferred
assets

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--Continued

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

based on the fair value of the assets transferred, which amounted to $771.7
million. These participating contractholders were credited with their portion of
the difference between the fair value and carrying value of the assets
transferred through the crediting rates and dividends on their contracts. The
after-tax amount of the transfer was $170.8 million which was charged directly
to policyholders' contingency reserve.

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

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

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

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

The significant accounting practices of the Company are as follows:

Pending Statutory Standards: During March 1998, the NAIC adopted codified
statutory accounting principles ("Codification") effective January 1, 2001.
Codification will likely change, to some extent, prescribed statutory accounting
practices and may result in changes to the accounting practices that the Company
uses to prepare its statutory-basis financial statements. Codification will
require adoption by the various states before it becomes the prescribed
statutory basis of accounting for insurance companies domesticated within those
states. Accordingly, before Codification becomes effective for the Company, the
Commonwealth of Massachusetts must adopt Codification as the prescribed basis of
accounting on which domestic insurers must report their statutory-basis results
to the Division of Insurance. At this time, it is anticipated that the
Commonwealth of Massachusetts will adopt Codification effective January 1, 2001.
The impact of any such changes on the Company's statutory surplus is not
expected to be material.

50
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--Continued

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

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

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

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

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

Investments in affiliates are included on the statutory equity method.

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

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

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

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

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

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

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

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

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--Continued

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

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

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

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

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

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

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

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

Fair values for public bonds are obtained from an independent pricing service.
Fair values for private placement securities and publicly traded bonds not
provided by the independent pricing service are estimated by the Company by
discounting expected future cash flows using current market rates applicable
to the yield, credit quality and maturity of the investments.

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

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

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

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

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

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

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

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

Policy Reserves: Life, annuity, and accident and health benefit reserves are
developed by actuarial methods and are determined based on published tables
using statutorily specified interest rates and valuation methods that will
provide, in the aggregate, reserves that are greater than or equal to the
minimum or guaranteed policy cash values or the amounts required by the
Commonwealth of Massachusetts Division of Insurance. Reserves for traditional
individual life insurance policies are maintained using the 1941, 1958 and 1980
Commissioner's Standard Ordinary and American Experience Mortality Tables, with
assumed interest rates ranging from 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%.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--Continued

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

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

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

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

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

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

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

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

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

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

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

54
<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 knowledge of an insurance insolvency.

NOTE 2--SURPLUS NOTES

On February 25, 1994, the Company issued $450 million of surplus notes that bear
interest at7 3/8% and are scheduled to mature on February 15, 2024. The issuance
of the surplus notes was approved by the Commonwealth of Massachusetts and any
payment of interest on and principal of the notes may be made only with the
prior approval of the Commissioner of Insurance of the Commonwealth of
Massachusetts. Surplus notes are reported as part of policyholders' contingency
reserves rather than liabilities. Interest of $33.2 million was paid on the
notes during 1999 and 1998.

NOTE 3--BORROWED MONEY

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

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

NOTE 4--NET INVESTMENT INCOME

Investment income has been reduced by the following amounts:

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

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

Net realized capital gains consist of the following items:

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

55
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--Continued

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

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

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

NOTE 6--INVESTMENTS

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

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

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

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

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

56
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--Continued

NOTE 6--INVESTMENTS--Continued

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

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

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

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

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

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

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

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

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

57
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--Continued

NOTE 6--INVESTMENTS--Continued

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

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

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

NOTE 7--REINSURANCE

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

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

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

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--Continued

NOTE 7--REINSURANCE--Continued

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

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

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

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

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

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

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

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

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

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--Continued

NOTE 7--REINSURANCE--Continued

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

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

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

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

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

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

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--Continued

NOTE 7--REINSURANCE--Continued

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

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

NOTE 8--BENEFITS PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS

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

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

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

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

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--Continued

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

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

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

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

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

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

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--Continued

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

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

Year ended December 31
-------------------------------------------
Pension Benefits Other Benefits
----------------------- ------------------
1999 1998 1999 1998
----------- ---------- -------- --------
Discount rate.................... 7.00% 6.75% 7.00% 6.75%
Expected return on plan assets... 8.50% 8.50% 8.50% 8.50%
Rate of compensation increase.... 4.77% 4.56% 4.77% 4.00%

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

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

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

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

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

NOTE 9--AFFILIATES

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

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

The Company customarily engages in transactions with its unconsolidated
affiliates, including the cession and assumption of certain insurance business
under the terms of established reinsurance agreements (See Note 7).

63
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--Continued

NOTE 9--AFFILIATES--Continued

Various services are performed by the Company for certain affiliates for which
the Company is reimbursed on the basis of cost. Certain affiliates have entered
into various financial arrangements relating to borrowings and capital
maintenance under which agreements the Company would be obligated in the event
of nonperformance by an affiliate (see Note 13).

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

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

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

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

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

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

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

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

The Company's exposure to credit risk is the risk of loss from counterparty
failing to perform to the terms of the contract. The Company continually
monitors its position and the credit ratings of the counterparties to these

64
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--Continued

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

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

NOTE 11--LEASES

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

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

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:

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

65
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--Continued

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

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

NOTE 13--COMMITMENTS AND CONTINGENCIES

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

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

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

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

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

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

The Company is subject to insurance guaranty fund laws in the states in which it
does business. These laws assess insurance companies' amounts to be used to pay
benefits to policyholders and claimants of insolvent insurance

66
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--Continued

NOTE 13--COMMITMENTS AND CONTINGENCIES--Continued

companies. Many states allow these assessments to be credited against future
premium taxes. The Company believes such assessments in excess of amounts
accrued will not materially affect its financial position.

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

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

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

During 1996, management determined that it was probable that a settlement would
occur and that a minimum loss amount could be reasonably estimated. Accordingly,
the Company recorded its best estimate based on the information available at the
time. The terms of the settlement agreement were negotiated throughout 1997 and
approved by the court on December 31, 1997. In accordance with the terms of the
settlement agreement, the Company contacted class members during 1998 to
determine the actual type of relief to be sought by class members. The majority
of the responses from class members were received by the fourth quarter of 1998.
The type of relief sought by class members differed from the Company's previous
estimates, primarily due to additional outreach activities by regulatory
authorities during 1998 encouraging class members to consider alternative
dispute resolution relief. In 1999, the Company updated its estimate of the cost
of claims subject to alternative dispute resolution relief and revised its
reserve estimate accordingly.

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

67
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--Continued
NOTE 14--FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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.

NOTE 15--SUBSEQUENT EVENTS

Reorganization and Initial Public Offering

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

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

68
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--Continued

NOTE 15--SUBSEQUENT EVENTS--Continued

Establishment of the Closed Block

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

Acquisition of Long-Term Care Business

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

NOTE 16--IMPACT OF YEAR 2000 (UNAUDITED)

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

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

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

69
<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Policyholders of
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,
Small Cap Growth, International Balanced, Mid Cap Growth, Large Cap Value, Money
Market, Mid Cap Value, Small/Mid Cap Growth (formerly, Diversified Mid Cap
Growth), Real Estate Equity, Growth & Income, Managed, Short-Term Bond, Small
Cap Value, International Opportunities, Equity Index, Global Bond (formerly,
Strategic Bond), Turner Core Growth, Brandes International Equity, Frontier
Capital Appreciation, Emerging Markets Equity, Global Equity, Bond Index,
Small/Mid Cap CORE, High-Yield Bond and Enhanced U.S. Equity Subaccounts) as of
December 31, 1999, and the related statements of operations and 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, 1999, the results of their operations and changes in their net
assets for each of the periods indicated, in conformity with accounting
principles generally accepted in the United States.

ERNST & YOUNG LLP

Boston, Massachusetts
February 11, 2000

70
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1999

<TABLE>
<CAPTION>
Large Cap Sovereign International Small Cap International
Growth Bond Equity Index Growth Balanced
Subaccount Subaccount Subaccount Subaccount Subaccount
------------ ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Assets
Cash ....................................................... $ 4,878 $ 8,824 $ 777 $ 493 $ 23
Investments in shares of portfolios of John Hancock
Variable Series Trust I, at value ........................ 41,460,815 70,640,632 6,854,257 4,511,934 200,368
Investments in shares of portfolios of M Fund Inc., at value -- -- -- -- --
Policy loans and accrued interest receivable ............... 2,567,621 10,248,950 326,736 -- --
Receivable from:
John Hancock Variable Series Trust I ..................... 12,029 21,016 3,262 2,588 3
M Fund Inc. .............................................. -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Total assets ............................................... 44,045,343 80,919,422 7,185,032 4,515,015 200,394
Liabilities
Payable to John Hancock Mutual Life Insurance Company ...... 11,330 19,753 3,148 2,515 --
Asset charges payable ...................................... 5,576 10,087 890 566 26
----------- ----------- ----------- ----------- -----------
Total liabilities .......................................... 16,906 29,840 4,038 3,081 26
----------- ----------- ----------- ----------- -----------
Net assets ................................................. $44,028,437 $80,889,582 $ 7,180,994 $ 4,511,934 $ 200,368
=========== =========== =========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
Mid Cap Large Cap Money Mid Cap Small/Mid Cap
Growth Value Market Value Growth
Subaccount Subaccount Subaccount Subaccount Subaccount
------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Assets
Cash ....................................................... $ 1,515 $ 941 $ 11 $ 532 $ 612
Investments in shares of portfolios of John Hancock
Variable Series Trust I, at value ........................ 13,609,575 8,262,786 18,351,172 4,701,632 5,486,044
Investments in shares of portfolios of M Fund Inc., at value -- -- -- -- --
Policy loans and accrued interest receivable ............... -- -- 2,153,219 -- --
Receivable from:
John Hancock Variable Series Trust I ..................... 5,644 1,207 7,868 2,755 2,116
M Fund Inc. .............................................. -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Total assets ............................................... 13,616,734 8,264,934 20,512,270 4,704,919 5,488,772
Liabilities
Payable to John Hancock Mutual Life Insurance Company ...... 5,423 1,072 7,543 2,678 2,026
Asset charges payable ...................................... 1,737 1,075 1,621 609 702
----------- ----------- ----------- ----------- -----------
Total liabilities .......................................... 7,160 2,147 9,164 3,287 2,728
----------- ----------- ----------- ----------- -----------
Net assets ................................................. $13,609,574 $ 8,262,787 $20,503,106 $ 4,701,632 $ 5,486,044
=========== =========== =========== =========== ===========
</TABLE>

See accompanying notes.

71
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 1999

<TABLE>
<CAPTION>
Real Estate Growth& Short-Term Small Cap
Equity Income Managed Bond Value
Subaccount Subaccount Subaccount Subaccount Subaccount
----------- ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
Assets
Cash......................................... $ 444 $ 36,737 $ 12,274 $ 27 $ 387
Investments in shares of portfolios
of John Hancock Variable Series
Trust I, at value.......................... 3,800,017 307,871,384 106,178,553 238,913 3,467,391
Investments in shares of portfolios
of M Fund Inc., at value ................... -- -- -- -- --
Policy loans and accrued interest
receivable.................................. 230,080 32,628,714 12,951,552 -- --
Receivable from:
John Hancock Variable Series Trust I........ 1,091 56,249 48,999 64 103
M Fund Inc.................................. -- -- -- -- --
---------- ------------ ------------ -------- ----------
Total assets................................. 4,031,632 340,593,084 119,191,378 239,004 3,467,881
Liabilities
Payable to John Hancock Mutual Life
Insurance Company........................... 1,027 50,987 47,141 60 46
Asset charges payable........................ 505 42,000 14,818 31 443
---------- ------------ ------------ -------- ----------
Total liabilities............................ 1,532 92,987 61,959 91 489
---------- ------------ ------------ -------- ----------
Net assets................................... $4,030,100 $340,500,097 $119,129,419 $238,913 $3,467,392
========== ============ ============ ======== ==========
</TABLE>

<TABLE>
<CAPTION>
Brandes
International Equity Global Turner International
Opportunities Index Bond Core Growth Equity
Subaccount Subaccount Subaccount Subaccount Subaccount
------------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Assets
Cash...................................... $ 406 $ 1,634 $ 87 $ 29 $ 59
Investments in shares of portfolios of
John Hancock Variable Series Trust I,
at value................................. 3,628,943 14,406,079 829,719 -- --
Investments in shares of portfolios of M
Fund Inc., at value...................... -- -- -- 257,807 525,501
Policy loans and accrued interest
receivable............................... -- -- -- -- --
Receivable from:
John Hancock Variable Series Trust I..... 1,276 7,201 28 -- --
M Fund Inc............................... -- -- -- 4 9
---------- ----------- --------- ----------- -----------
Total assets.............................. 3,630,625 14,414,914 829,834 257,840 525,569
Liabilities
Payable to John Hancock Mutual Life
Insurance Company........................ 1,217 6,965 15 -- --
Asset charges payable..................... 465 1,870 101 33 67
---------- ----------- --------- ----------- -----------
Total liabilities......................... 1,682 8,835 116 33 67
---------- ----------- --------- ----------- -----------
Net assets................................ $3,628,943 $14,406,079 $ 829,718 $ 257,807 $ 525,502
========== =========== ========= =========== ===========
</TABLE>

See accompanying notes.

72
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 1999

<TABLE>
<CAPTION>
Frontier Capital Emerging
Appreciation Markets Equity Global Equity Bond Index
Subaccount Subaccount Subaccount Subaccount
---------------- --------------- ------------- -----------
<S> <C> <C> <C> <C>
Assets
Cash................................... $ 50 $ 48 $ 16 $ 8
Investments in shares of portfolios
of John Hancock Variable
Series Trust I, at value.............. -- 437,812 147,715 74,210
Investments in shares of portfolios
of M Fund Inc., at value.............. 453,983 -- -- --
Policy loans and accrued interest
receivable............................ -- -- -- --
Receivable from:
John Hancock Variable Series Trust I.. -- 1,808 2 1
M Fund Inc............................ 7 -- -- --
-------- -------- -------- -------
Total assets........................... 454,040 439,668 147,733 74,219
Liabilities
Payable to John Hancock Mutual Life
Insurance Company..................... -- 1,801 -- --
Asset charges payable.................. 57 55 18 10
-------- -------- -------- -------
Total liabilities...................... 57 1,856 18 10
-------- -------- -------- -------
Net assets............................. $453,983 $437,812 $147,715 $74,209
======== ======== ======== =======
</TABLE>

<TABLE>
<CAPTION>
Small/Mid Cap High Yield Enhanced U.S.
Core Bond Equity
Subaccount Subaccount Subaccount
------------- ---------- --------------
<S> <C> <C> <C>
Assets
Cash........................................................... $ 9 $ 9 $ 2
Investments in shares of portfolios of John
Hancock Variable Series Trust I, at value..................... 77,365 76,051 --
Investments in shares of portfolios of M Fund
Inc., at value................................................ -- -- 18,175
Policy loans and accrued interest receivable................... -- -- --
Receivable from:
John Hancock Variable Series Trust I.......................... 1 1 --
M Fund Inc.................................................... -- -- --
------- ------- -------
Total assets................................................... 77,375 76,061 18,177
Liabilities
Payable to John Hancock Mutual Life Insurance Company.......... -- -- --
Asset charges payable.......................................... 10 10 2
------- ------- -------
Total liabilities.............................................. 10 10 2
------- ------- -------
Net assets..................................................... $77,365 $76,051 $18,175
======= ======= =======
</TABLE>

See accompanying notes.

73
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF OPERATIONS

Years and periods ended December 31,

<TABLE>
<CAPTION>
Large Cap Growth Subaccount Sovereign Bond Subaccount
---------------------------------- -------------------------------------
1999 1998 1997 1999 1998 1997
---------- ---------- ---------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series
Trust I.............................. $6,381,711 $2,836,032 $1,686,429 $ 5,184,234 $5,266,576 $4,454,173
M Fund Inc........................... -- -- -- -- -- --
Interest income on policy loans....... 161,454 128,186 103,747 750,673 727,807 696,074
---------- ---------- ---------- ----------- ---------- ----------
Total investment income............... 6,543,165 2,964,218 1,790,176 5,934,907 5,994,383 5,150,247
Expenses:
Mortality and expense risks.......... 213,770 143,859 99,710 452,925 415,570 370,612
---------- ---------- ---------- ----------- ---------- ----------
Net investment income................. 6,329,395 2,820,359 1,690,466 5,481,982 5,578,813 4,779,635
Net realized and unrealized gain
(loss) on investments:
Net realized gain (loss)............. 1,146,308 433,509 292,430 (388,883) (142,628) (230,607)
Net unrealized appreciation
(depreciation) during the period.... 320,087 4,558,660 2,142,494 (5,439,148) (102,600) 1,277,686
---------- ---------- ---------- ----------- ---------- ----------
Net realized and unrealized gain
(loss) on investments................ 1,466,395 4,992,169 2,434,924 (5,828,031) (245,228) 1,047,079
---------- ---------- ---------- ----------- ---------- ----------
Net increase (decrease) in net
assets resulting from operations..... $7,795,790 $7,812,528 $4,125,390 $ (346,049) $5,333,585 $5,826,714
========== ========== ========== =========== ========== ==========
</TABLE>

<TABLE>
<CAPTION>
International Equity Index Subaccount Small Cap Growth Subaccount
-------------------------------------- ---------------------------------
1999 1998 1997 1999 1998 1997
------------ ---------- ------------ ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series Trust I.... $ 212,869 $743,339 $ 195,240 $ 543,433 $ -- $ 436
M Fund Inc.............................. -- -- -- -- -- --
Interest income on policy loans.......... 20,538 17,802 15,746 -- -- --
---------- -------- --------- ---------- -------- --------
Total investment income.................. 233,407 761,141 210,986 543,433 -- 436
Expenses:
Mortality and expense risks............. 32,838 26,542 24,261 15,809 8,233 4,231
---------- -------- --------- ---------- -------- --------
Net investment income (loss)............. 200,569 734,599 186,725 527,624 (8,233) (3,795)
Net realized and unrealized gain
(loss) on investments:
Net realized gain....................... 62,140 52,891 50,829 48,210 21,741 6,475
Net unrealized appreciation
(depreciation) during the period....... 1,295,768 13,239 (463,778) 1,125,829 204,674 92,108
---------- -------- --------- ---------- -------- --------
Net realized and unrealized gain
(loss) on investments................... 1,357,908 66,130 (412,949) 1,174,039 226,415 98,583
---------- -------- --------- ---------- -------- --------
Net increase (decrease) in net
assets resulting from operations........ $1,558,477 $800,729 $(226,224) $1,701,663 $218,182 $ 94,788
========== ======== ========= ========== ======== ========
</TABLE>

See accompanying notes.

74
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF OPERATIONS (continued)

Years and periods ended December 31,

<TABLE>
<CAPTION>
International Balanced Subaccount Mid Cap Growth Subaccount
--------------------------------- --------------------------------
1999 1998 1997 1999 1998 1997
--------- -------- --------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series Trust I................... $ 17,211 $ 12,240 $ 3,972 $1,373,009 $ 130,303 --
M Fund Inc. ........................................... -- -- -- -- -- --
Interest income on policy loans.......................... -- -- -- -- -- --
-------- -------- -------- ---------- ---------- --------
Total investment income................................. 17,211 12,240 3,972 1,373,009 130,303 --
Expenses:
Mortality and expense risks............................ 1,267 826 392 34,834 5,242 2,164
-------- -------- -------- ---------- ---------- --------
Net investment income (loss)............................. 15,944 11,414 3,580 1,338,175 125,061 (2,164)
Net realized and unrealized gain (loss) on investments:
Net realized gain...................................... 1,061 1,050 429 420,826 26,192 5,866
Net unrealized appreciation (depreciation) during
the period........................................... (8,559) 12,294 (4,312) 4,283,452 193,946 66,874
-------- -------- -------- ---------- ---------- --------
Net realized and unrealized gain (loss) on investments... (7,498) 13,344 (3,883) 4,704,278 220,138 72,740
-------- -------- -------- ---------- ---------- --------
Net increase (decrease) in net assets resulting from
operations............................................. $ 8,446 $ 24,758 $ (303) $6,042,453 $ 345,199 $ 70,576
======== ======== ======== ========== ========== ========
</TABLE>

<TABLE>
<CAPTION>
Large Cap Value Subaccount Money Market Subaccount
------------------------------- ---------------------------------
1999 1998 1997 1999 1998 1997
--------- -------- -------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series Trust I................... $ 511,132 $185,232 $ 57,265 $1,134,371 $2,249,510 $641,356
M Fund Inc. ........................................... -- -- -- -- -- --
Interest income on policy loans.......................... -- -- -- 155,491 154,162 148,802
--------- -------- -------- ---------- ---------- --------
Total investment income.................................. 511,132 185,232 57,265 1,289,862 2,403,672 790,158
Expenses:
Mortality and expense risks............................ 36,983 15,356 3,303 146,758 263,735 81,437
--------- -------- -------- ---------- ---------- --------
Net investment income.................................... 474,149 169,876 53,962 1,143,104 2,139,937 708,721
Net realized and unrealized gain (loss) on investments:
Net realized gain...................................... 123,242 68,953 17,858 -- -- --
Net unrealized appreciation (depreciation) during
the period........................................... (499,454) 64,132 80,036 -- -- --
--------- -------- -------- ---------- ---------- --------
Net realized and unrealized gain (loss) on investments... (376,212) 133,085 97,894 -- -- --
--------- -------- -------- ---------- ---------- --------
Net increase in net assets resulting from operations..... $ 97,937 $302,961 $151,856 $1,143,104 $2,139,937 $708,721
========= ======== ======== ========== ========== ========
</TABLE>

See accompanying notes.

75
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF OPERATIONS (continued)

Years and periods ended December 31,

<TABLE>
<CAPTION>
Mid Cap Value Subaccount Small/Mid Cap Growth Subaccount
--------------------------------- -------------------------------------
1999 1998 1997 1999 1998 1997
--------- ---------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series Trust I............... $ 30,563 $ 53,920 $ 150,951 $ 840,786 $ 93,281 $ 407,765
M Fund Inc. ....................................... -- -- -- -- -- --
Interest income on policy loans...................... -- -- -- -- -- --
--------- ---------- --------- ---------- ---------- ----------
Total investment income.............................. 30,563 53,920 150,951 840,786 93,281 407,765
Expenses:
Mortality and expense risks........................ 28,106 34,857 7,632 30,491 26,942 22,030
--------- ---------- --------- ---------- ---------- ----------
Net investment income................................ 2,457 19,063 143,319 810,295 66,339 385,735
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss)........................... (547,518) 74,634 10,646 16,952 33,249 276,956
Net unrealized appreciation (depreciation)
during the period................................ 657,486 (944,401) 145,409 (590,295) 126,465 (477,912)
--------- ---------- --------- ---------- ---------- ----------
Net realized and unrealized gain (loss) on
investments......................................... 109,968 (869,767) 156,055 (573,343) 159,714 (200,956)
--------- ---------- --------- ---------- ---------- ----------
Net increase (decrease) in net assets resulting from
operations......................................... $ 112,425 $ (850,704) $ 299,374 $ 236,952 $ 226,953 $ 184,779
========= ========== ========= ========== ========== ==========
</TABLE>

<TABLE>
<CAPTION>
Real Estate Equity Subaccount Growth & Income Subaccount
---------------------------------- -------------------------------------
1999 1998 1997 1999 1998 1997
--------- ----------- -------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series Trust I............... $ 262,930 $ 343,976 $ 330,296 $35,057,066 $26,306,209 $25,377,474
M Fund Inc. ....................................... -- -- -- -- -- --
Interest income on policy loans...................... 17,361 17,260 15,261 2,279,107 1,996,131 1,728,054
--------- ----------- --------- ----------- ----------- -----------
Total investment income.............................. 280,291 361,236 345,557 37,336,173 28,302,340 27,105,528
Expenses:
Mortality and expense risks........................ 24,900 33,890 25,420 1,779,482 1,466,469 1,136,268
--------- ----------- --------- ----------- ----------- -----------
Net investment income................................ 255,391 327,346 320,137 35,556,691 26,835,871 25,969,260
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss)........................... (168,994) 158,205 181,015 5,502,422 3,223,935 1,982,518
Net unrealized appreciation (depreciation) during
the period....................................... (220,380) (1,546,717) 165,392 2,405,417 32,918,552 18,247,212
--------- ----------- --------- ----------- ----------- -----------
Net realized and unrealized gain (loss) on
investments........................................ (389,374) (1,388,512) 346,407 7,907,839 36,142,487 20,229,730
--------- ----------- --------- ----------- ----------- -----------
Net increase (decrease) in net assets resulting from
operations......................................... $(133,983) $(1,061,166) $ 666,544 $43,464,530 $62,978,358 $46,198,990
========= =========== ========= =========== =========== ===========
</TABLE>

See accompanying notes.

76
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF OPERATIONS (continued)

Years and periods ended December 31,

<TABLE>
<CAPTION>
Managed Subaccount Short-Term Bond Subaccount
-------------------------------------- -----------------------------------
1999 1998 1997 1999 1998 1997
------------ ----------- ----------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series Trust I................. $ 9,998,433 $ 9,347,788 $ 7,891,222 $ 15,539 $ 27,350 $1,036,747
M Fund Inc........................................... -- -- -- -- --
Interest income on policy loans........................ 953,686 854,487 768,231 -- -- --
----------- ----------- ----------- --------- -------- ----------
Total investment income................................ 10,952,119 10,202,275 8,659,453 15,539 27,350 1,036,747
Expenses:
Mortality and expense risks.......................... 649,802 577,276 497,030 1,497 2,680 121,572
----------- ----------- ----------- --------- -------- ----------
Net investment income.................................. 10,302,317 9,624,999 8,162,423 14,042 24,670 915,175
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss)............................. 996,546 791,245 437,661 (8,638) 265 (27,616)
Net unrealized appreciation (depreciation)
during the period.................................. (2,108,530) 6,629,458 4,941,061 (2,442) (4,247) 226,435
----------- ----------- ----------- --------- -------- ----------
Net realized and unrealized gain (loss) on
investments.......................................... (1,111,984) 7,420,703 5,378,722 (11,080) (3,982) 198,819
----------- ----------- ----------- --------- -------- ----------
Net increase in net assets resulting from operations... $ 9,190,333 $17,045,702 $13,541,145 $ 2,962 $ 20,688 $1,113,994
=========== =========== =========== ========= ======== ==========
</TABLE>

Small Cap Value Subaccount International Opportunities Subaccount
-------------------------------------- --------------------------------------
1999 1998 1997 1999 1998 1997
----------- ----------- ----------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series Trust I........... $ 79,585 $ 12,675 $ 95,844 $ 241,151 $ 33,443 $ 5,284
M Fund Inc..................................... -- -- -- -- -- --
Interest income on policy loans.................. -- -- -- -- -- --
----------- ----------- ----------- --------- -------- ----------
Total investment income.......................... 79,585 12,675 95,844 241,151 33,443 5,284
Expenses:
Mortality and expense risks.................... 17,680 11,853 3,270 17,937 21,581 1,697
----------- ----------- ----------- --------- -------- ----------
Net investment income............................ 61,905 822 92,574 223,214 11,862 3,587
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss)....................... (33,134) 29,257 19,812 155,412 33,474 3,191
Net unrealized appreciation (depreciation)
during the period............................ (148,401) (105,331) (12,804) 387,412 272,314 (12,223)
----------- ----------- ----------- --------- -------- ----------
Net realized and unrealized gain (loss) on
investments.................................... (181,535) (76,074) 7,008 542,824 305,788 (9,032
----------- ----------- ----------- --------- -------- ----------
Net increase in net assets resulting from
operations...................................... $ (119,630) $ (75,252) $ 99,582 $ 766,038 $317,650 $ (5,445)
=========== =========== =========== ========= ======== ========
</TABLE>

See accompanying notes.

77
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF OPERATIONS (continued)

Years and periods ended December 31,

<TABLE>
<CAPTION>
Equity Index Subaccount Global Bond Subaccount
-------------------------------- -----------------------------
1999 1998 1997 1999 1998 1997
---------- ---------- -------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series Trust I....................... $ 593,325 $ 185,267 $ 54,601 $ 37,862 $19,628 $ 9,400
M Fund Inc................................................. -- -- -- -- -- --
Interest income on policy loans.............................. -- -- -- -- -- --

Total investment income...................................... 593,325 185,267 54,601 37,862 19,628 9,400
Expenses:
Mortality and expense risks................................ 63,950 27,141 5,346 4,084 1,979 658

Net investment income........................................ 529,375 158,126 49,255 33,778 17,649 8,742
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss)................................... 271,978 443,879 14,525 (151) 3,991 348
Net unrealized appreciation (depreciation) during
the period............................................... 1,282,937 585,673 146,714 (52,953) 4,308 1,260
---------- ---------- -------- -------- ------- -------
Net realized and unrealized gain (loss) on
investments................................................ 1,554,915 1,029,552 161,239 (53,104) 8,299 1,608
---------- ---------- -------- -------- ------- -------
Net increase in net assets resulting from operations......... $2,084,290 $1,187,678 $210,494 $(19,326) $25,948 $10,350
========== ========== ======== ======== ======= =======
</TABLE>

<TABLE>
<CAPTION>
Turner Core Growth Subaccount Brandes International Equity Subaccount
------------------------------ ----------------------------------------
1999 1998 1997 1999 1998 1997
--------- --------- --------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series Trust I........... $ -- $ -- $ -- $ -- $ -- $ --
M Fund Inc..................................... 19,328 2,231 6,373 16,354 14,444 1,796
Interest income on policy loans.................. -- -- -- -- -- --
--------- --------- --------- ----------- --------- ---------
Total investment income.......................... 19,328 2,231 6,373 16,354 14,444 1,796
Expenses:
Mortality and expense risks.................... 1,139 565 301 2,166 1,158 684
--------- --------- --------- ----------- --------- ---------
Net investment income............................ 18,189 1,666 6,072 14,188 13,286 1,112
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss)....................... 26,736 2,780 839 11,526 600 888
Net unrealized appreciation (depreciation)
during the period............................ 23,628 22,686 6,487 122,734 8,581 (1,473)
--------- --------- --------- ----------- --------- ---------
Net realized and unrealized gain (loss) on
investments.................................... 50,364 25,466 7,326 134,260 9,181 (585)
--------- --------- --------- ----------- --------- ---------
Net increase in net assets resulting from
operations...................................... $ 68,553 $ 27,132 $ 13,398 $ 148,448 $ 22,467 $ 527
========= ========= ========= =========== ========= =========
</TABLE>

See accompanying notes.

78
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF OPERATIONS (continued)

Years and Periods ended December 31,

<TABLE>
<CAPTION>
Frontier Capital Appreciation Emerging Markets Equity Global Equity
Subaccount Subaccount Subaccount
------------------------------ ------------------------ ----------------
1999 1998 1997 1999 1998* 1999 1998*
---------- --------- ------- ------------ ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series Trust I...... $ -- $ -- $ -- $ 15,636 $ 1 $ 816 $ 117
M Fund Inc................................ 13,028 12,832 6,463 -- -- -- --
Interest income on policy loans............ -- -- -- -- -- -- --
-------- ------- ------- -------- ------ ------- ------
Total investment income.................... 13,028 12,832 6,463 15,636 1 816 117
Expenses:
Mortality and expense risks............... 4,257 13,446 1,409 466 0 378 60
-------- ------- ------- -------- ------ ------- ------
Net investment income (loss)............... 8,771 (614) 5,054 15,170 1 438 57
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss)................. (59,550) 23,061 8,970 1,838 (1) 196 (16)
Net unrealized appreciation (depreciation)
during the period........................ 89,369 (840) 32,469 92,713 (48) 20,203 (303)
-------- ------- ------- -------- ------ ------- ------
Net realized and unrealized gain (loss) on
investments............................... 29,819 22,221 41,439 94,551 (49) 20,399 (319)
-------- ------- ------- -------- ------ ------- ------
Net increase (decrease) in net assets
resulting from operations................. $ 38,590 $21,607 $46,493 $109,721 $ (48) $20,837 $ (262)
======== ======= ======= ======== ====== ======= ======
</TABLE>

<TABLE>
<CAPTION>
Enhanced
Bond Index Small/Mid Cap CORE High Yield Bond U.S. Equity
Subaccount Subaccount Subaccount Subaccount
---------------- --------------------- -------------------- -------------
1999 1998* 1999 1998* 1999 1998* 1999**
-------- ------- --------- ---------- ---------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series Trust I............... $ 2,971 $ 296 $ 6,699 $ -- $ 3,011 $ 50 $ --
M Fund Inc......................................... -- -- -- -- -- -- 1,435
Interest income on policy loans..................... -- -- -- -- -- -- --
-------- ----- -------- ------- -------- ----- -------
Total investment income............................. 2,971 296 6,699 -- 3,011 50 1,435
Expenses:
Mortality and expense risks........................ 270 11 335 48 220 2 61
-------- ----- -------- ------- -------- ----- -------
Net investment income (loss)........................ 2,701 285 6,364 (48) 2,791 48 1,374
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss)........................... (1,613) (26) 1,093 (1,957) (396) (108) 11
Net unrealized appreciation (depreciation) during
the period........................................ (1,753) (147) 4,719 1,888 (1,172) (19) 1,285
-------- ----- -------- ------- -------- ----- -------
Net realized and unrealized gain (loss) on
investments........................................ (3,366) (173) 5,812 (69) (1,568) (127) 1,296
-------- ----- -------- ------- -------- ----- -------
Net increase (decrease) in net assets resulting from
operations......................................... $ (665) $ 112 $ 12,176 $ (117) $ 1,223 $ (79) $ 2,670
======== ===== ======== ======= ======== ===== =======
</TABLE>

---------
* From May 1, 1998 (commencement of operations).
** From May 1, 1999 (commencement of operations).

See accompanying notes.

79
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS

Years and Periods ended December 31,

<TABLE>
<CAPTION>
Large Cap Growth Subaccount Sovereign Bond Subaccount
------------------------------------------- ------------------------------------------
1999 1998 1997 1999 1998 1997
--------------- ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net
assets from operations:
Net investment income......... $ 6,329,395 $ 2,820,359 $ 1,690,466 $ 5,481,982 $ 5,578,813 $ 4,779,635
Net realized gain (loss)...... 1,146,308 433,509 292,430 (388,883) (142,628) (230,607)
Net unrealized appreciation
(depreciation) during the
period....................... 320,087 4,558,660 2,142,494 (5,439,148) (102,600) 1,277,686
-------------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) in
net assets resulting from
operations.................... 7,795,790 7,812,528 4,125,390 (346,049) 5,333,585 5,826,714
From policyholder
transactions:
Net premiums from
policyholders................ 10,950,682 6,922,934 5,387,401 11,668,600 10,038,753 10,001,325
Net benefits to
policyholders................ (5,776,293) (3,869,320) (3,401,593) (7,543,864) (7,974,428) (8,051,538)
Net increase in policy
loans........................ -- -- -- -- -- --
-------------- ----------- ----------- ----------- ----------- -----------
Net increase in net assets
resulting from policyholder
transactions.................. 5,174,389 3,053,614 1,985,808 4,124,736 2,064,425 1,949,787
-------------- ----------- ----------- ----------- ----------- -----------
Net increase in net assets..... 12,970,179 10,866,142 6,111,198 3,778,687 7,398,010 7,776,501
Net assets at beginning of
period........................ 31,058,258 20,192,116 14,080,918 77,110,895 69,712,885 61,936,384
-------------- ----------- ----------- ----------- ----------- -----------
Net assets at end of period.... $ 44,028,437 $31,058,258 $20,192,116 $80,889,582 $77,110,895 $69,712,885
============== =========== =========== =========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
International Equity Index Subaccount Small Cap Growth Subaccount
---------------------------------------- --------------------------------------------
1999 1998 1997 1999 1998 1997
-------------- ---------- ---------- ---------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net
assets from operations:
Net investment income (loss)... $ 200,569 $ 734,599 $ 186,725 $ 527,624 $ (8,233) $ (3,795)
Net realized gain.............. 62,140 52,891 50,829 48,210 21,741 6,475
Net unrealized appreciation
(depreciation) during the
period....................... 1,295,768 13,239 (463,778) 1,125,829 204,674 92,108
-------------- ---------- ---------- ---------------- ---------- ---------
Net increase (decrease) in net
assets resulting from
operations..................... 1,558,477 800,729 (226,224) 1,701,663 218,182 94,788
From policyholder transactions:
Net premiums from
policyholders................... 1,634,643 1,489,281 1,504,962 1,398,160 891,480 809,492
Net benefits to policyholders.. (1,119,500) (269,586) (199,118) (390,180) -- --
Net increase in policy loans... -- -- -- -- -- --
-------------- ---------- ---------- ---------------- ---------- ---------
Net increase in net assets
resulting from policyholder
transactions................... 515,143 141,969 427,597 1,007,980 621,894 610,374
-------------- ---------- ---------- ---------------- ---------- ---------
Net increase in net assets...... 2,073,620 942,698 201,373 2,709,643 840,076 705,162
Net assets at beginning of
period......................... 5,107,374 4,164,676 3,963,303 1,802,291 962,215 257,053
-------------- ---------- ---------- ---------------- ---------- ---------
Net assets at end of period..... $ 7,180,994 $5,107,374 $4,164,676 $ 4,511,934 $1,802,291 $ 962,215
============== ========== ========== ================ ========== =========
</TABLE>

See accompanying notes.

80
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS (continued)

Years and periods ended December 31,

<TABLE>
<CAPTION>
International Balanced Subaccount Mid Cap Growth Subaccount
------------------------------------- ------------------------------------------
1999 1998 1997 1999 1998 1997
------------ ----------- ----------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets from
operations:
Net investment income (loss)............... $ 15,944 $ 11,414 $ 3,580 $ 1,338,175 $ 125,061 $ (2,164)
Net realized gain.......................... 1,061 1,050 429 420,826 26,192 5,866
Net unrealized appreciation (depreciation)
during the period......................... (8,559) 12,294 (4,312) 4,283,452 193,946 66,874
----------- ---------- ---------- ------------ ------------ -----------
Net increase (decrease) in net assets
resulting from operations.................. 8,446 24,758 (303) 6,042,453 345,199 70,576
From policyholder transactions:
Net premiums from policyholders............ 115,573 150,466 62,380 7,041,199 772,359 457,341
Net benefits to policyholders.............. (133,983) (50,214) (9,531) (947,660) (211,806) (125,239)
Net increase in policy loans............... -- -- -- -- -- --
----------- ---------- ---------- ------------ ------------ -----------
Net increase (decrease) in net assets
resulting from policyholder transactions... (18,410) 100,262 52,849 6,093,539 560,553 332,102
----------- ---------- ---------- ------------ ------------ -----------
Net increase (decrease) in net assets....... (9,964) 125,020 52,546 12,135,992 905,752 402,678
Net assets at beginning of period........... 210,332 85,312 32,766 1,473,582 567,830 165,152
----------- ---------- ---------- ------------ ------------ -----------
Net assets at end of period................. $ 200,368 $ 210,332 $ 85,312 $ 13,609,574 $ 1,473,582 $ 567,830
=========== ========== ========== ============ ============ ===========
</TABLE>

<TABLE>
<CAPTION>
Large Cap Value Subaccount Money Market Subaccount
------------------------------------- --------------------------------------------
1999 1998 1997 1999 1998 1997
------------ ----------- ----------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets from
operations:
Net investment income...................... $ 474,149 $ 169,876 $ 53,962 $ 1,143,104 $ 2,139,937 $ 708,721
Net realized gain.......................... 123,242 68,953 17,858 -- -- --
Net unrealized appreciation (depreciation)
during the period......................... (499,454) 64,132 80,036 -- -- --
----------- ---------- ---------- ------------ ------------ -----------
Net increase in net assets resulting from
operations................................. 97,937 302,961 151,856 1,143,104 2,139,937 708,721
From policyholder transactions:
Net premiums from policyholders............ 5,449,922 2,321,440 1,506,756 16,733,655 55,692,824 11,210,536
Net benefits to policyholders.............. (1,059,147) (528,449) (85,021) (46,642,184) (22,850,788) (9,620,370)
Net increase (decrease) in policy loans.... -- -- -- -- (198,682) 103,247
----------- ---------- ---------- ------------ ------------ -----------
Net increase (decrease) in net assets
resulting from policyholder transactions... 4,390,775 1,792,991 1,421,735 (29,908,529) 32,643,354 1,693,413
----------- ---------- ---------- ------------ ------------ -----------
Net increase (decrease) in net assets....... 4,488,712 2,095,952 1,573,591 (28,765,425) 34,783,291 2,402,134
Net assets at beginning of period........... 3,774,075 1,678,123 104,532 49,268,531 14,485,240 12,083,106
----------- ---------- ---------- ------------ ------------ -----------
Net assets at end of period................. $ 8,262,787 $3,774,075 $1,678,123 $ 20,503,106 $ 49,268,531 $14,485,240
=========== ========== ========== ============ ============ ===========
</TABLE>

See accompanying notes.

81
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS (continued)

Years and periods ended December 31,

<TABLE>
<CAPTION>
Midcap Value Subaccount Small/Mid Cap Growth Subaccount
-------------------------------------- ------------------------------------------
1999 1998 1997 1999 1998 1997
------------- ----------- ----------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets
from operations:
Net investment income................ $ 2,457 $ 19,063 $ 143,319 $ 810,295 $ 66,339 $ 385,735
Net realized gain (loss)............. (547,518) 74,634 10,646 16,952 33,249 276,956
Net unrealized appreciation
(depreciation) during the period.... 657,486 (944,401) 145,409 (590,295) 126,465 (477,912)
---------- ----------- ----------- ------------ ----------- -----------
Net increase (decrease) in net assets
resulting from operations............ 112,425 (850,704) 299,374 236,952 226,053 184,779
From policyholder transactions:
Net premiums from policyholders...... 2,086,192 5,639,732 1,620,752 1,533,102 1,812,713 2,554,133
Net benefits to policyholders........ (3,546,814) (775,357) (112,395) (1,200,248) (1,214,489) (1,628,677)
Net increase in policy loans......... -- -- -- -- -- --
----------- ----------- ----------- ------------ ----------- -----------
Net increase (decrease) in net assets
resulting from policyholder
transactions......................... (1,460,622) 4,864,375 1,508,357 332,854 598,224 925,456
----------- ----------- ----------- ------------ ----------- -----------
Net increase (decrease) in net
assets............................... (1,348,197) 4,013,671 1,807,731 569,806 824,277 1,110,235
Net assets at beginning of period..... 6,049,829 2,036,158 228,427 4,916,238 4,091,961 2,981,726
----------- ----------- ----------- ------------ ----------- -----------
Net assets at end of period........... $ 4,701,632 $ 6,049,829 $ 2,036,158 $ 5,486,044 $ 4,916,238 $ 4,091,961
=========== =========== =========== ============ =========== ===========
</TABLE>

<TABLE>
<CAPTION>
Real Estate Equity Subaccount Growth & Income Subaccount
--------------------------------------- ------------------------------------------
1999 1998 1997 1999 1998 1997
------------- ----------- ----------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets
from operations:
Net investment income................. $ 255,391 $ 327,346 $ 320,137 $ 35,556,691 $ 26,835,871 $ 25,969,260
Net realized gain (loss).............. (168,994) 158,205 181,015 5,502,422 3,223,935 1,982,518
Net unrealized appreciation
(depreciation) during the period..... (220,380) (1,546,717) 165,392 2,405,417 32,918,552 18,247,212
------------ ----------- ----------- ------------- ------------ ------------
Net increase (decrease) in net
assets resulting operations........... (133,983) (1,061,166) 666,544 43,464,530 62,978,358 46,198,990
From policyholder transactions:
Net premiums from policyholders....... 968,627 3,382,263 1,748,132 34,593,082 35,108,834 30,351,780
Net benefits to policyholders......... (2,335,552) (1,663,696) (1,218,783) (34,650,911) (29,649,984) (24,619,851)
Net increase (decrease) in policy
loans................................ -- (1,103) 34,311 -- 3,672,137 3,346,307
------------ ----------- ----------- ------------- ------------ ------------
Net increase (decrease) in net
assets resulting from policyholder
transactions.......................... (1,366,925) 1,717,464 563,660 (57,829) 9,130,987 9,078,236
------------ ----------- ----------- ------------- ------------ ------------
Net increase (decrease) in net
assets................................ (1,500,908) 656,298 1,230,204 43,406,701 72,109,345 55,277,226
Net assets at beginning of period...... 5,531,008 4,874,710 3,644,506 297,093,396 224,984,051 169,706,825
------------ ----------- ----------- ------------- ------------ ------------
Net assets at end of period............ $ 4,030,100 $ 5,531,008 $ 4,874,710 $ 340,500,097 $297,093,396 $224,984,051
============ =========== =========== ============= ============ ============
</TABLE>

See accompanying notes.

82
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS (continued)

Years and periods ended December 31,

<TABLE>
<CAPTION>
Managed Subaccount Short-Term Bond Subaccount
------------------------------------------ --------------------------------------
1999 1998 1997 1999 1998 1997
------------- ------------- ------------- ----------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets from
operations:
Net investment income.................... $ 10,302,317 $ 9,624,999 $ 8,162,423 $ 14,042 $ 24,670 $ 915,175
Net realized gain (loss)................. 996,546 791,245 437,661 (8,638) 265 (27,616)
Net unrealized appreciation (depreciation)
during the period....................... (2,108,530) 6,629,458 4,941,061 (2,442) (4,247) 226,435
------------ ------------ ------------ ---------- ---------- ------------
Net increase in net assets resulting from
operations............................... 9,190,333 17,045,702 13,541,145 2,962 20,688 1,113,994
From policyholder transactions:
Net premiums from policyholders.......... 13,430,282 13,116,210 13,194,907 109,732 420,697 116,602
Net benefits to policyholders............ (14,305,859) (14,539,301) (14,539,295) (370,270) (71,999) (26,168,835)
Net increase in policy loans............. -- 1,134,137 1,257,640 -- -- --
------------ ------------ ------------ ---------- ---------- ------------
Net increase (decrease) in net assets
resulting from policyholder transactions. (875,577) (288,954) (86,748) (260,538) 348,698 (26,052,233)
------------ ------------ ------------ ---------- ---------- ------------
Net increase (decrease) in net assets..... 8,314,756 16,756,748 13,454,397 (257,576) 369,386 (24,938,239)
Net assets at beginning of period......... 110,814,663 94,057,915 80,603,518 496,489 127,103 25,065,342
------------ ------------ ------------ ---------- ---------- ------------
Net assets at end of period............... $119,129,419 $110,814,663 $ 94,057,915 $ 238,913 $ 496,489 $ 127,103
============ ============ ============ ========== ========== ============
</TABLE>

<TABLE>
<CAPTION>
Small Cap Value Subaccount International Opportunities Subaccount
------------------------------------ ---------------------------------------
1999 1998 1997 1999 1998 1997
----------- ----------- ---------- ------------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets from
operations:
Net investment income.......................... $ 61,905 $ 822 $ 92,574 $ 223,214 $ 11,862 $ 3,587
Net realized gain (loss)....................... (33,134) 29,257 19,812 155,412 33,474 3,191
Net unrealized appreciation (depreciation)
during the period............................. (148,401) (105,331) (12,804) 387,412 272,314 (12,223)
---------- ---------- ---------- ----------- ---------- --------
Net increase (decrease) in net assets resulting
from operations................................ (119,630) (75,252) 99,582 766,038 317,650 (5,445)
From policyholder transactions:
Net premiums from policyholders................ 1,483,922 1,644,666 1,224,547 2,354,681 3,814,201 295,915
Net benefits to policyholders.................. (447,402) (270,585) (137,364) (3,673,500) (339,134) (46,736)
Net increase in policy loans................... -- -- -- -- -- --
---------- ---------- ---------- ----------- ---------- --------
Net increase (decrease) in net assets resulting
from policyholder transactions................. 1,036,520 1,374,081 1,087,183 (1,318,819) 3,475,067 249,179
---------- ---------- ---------- ----------- ---------- --------
Net increase (decrease) in net assets........... 916,890 1,298,829 1,186,765 (552,781) 3,792,717 243,734
Net assets at beginning of period............... 2,550,502 1,251,673 64,908 4,181,724 389,007 145,273
---------- ---------- ---------- ----------- ---------- --------
Net assets at end of period..................... $3,467,392 $2,550,502 $1,251,673 $ 3,628,943 $4,181,724 $389,007
========== ========== ========== =========== ========== ========
</TABLE>

See accompanying notes.

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS (continued)

YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
Equity Index Subaccount Global Bond Subaccount
-------------------------------------- ---------------------------------
1999 1998 1997 1999 1998 1997
------------ ----------- ----------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets from operations:
Net investment income................... $ 529,375 $ 158,126 $ 49,255 $ 33,778 $ 17,649 $ 8,742
Net realized gain (loss)................ 271,978 443,879 14,525 (151) 3,991 348
Net unrealized appreciation
(depreciation) during the period....... 1,282,937 585,673 146,714 (52,953) 4,308 1,260
----------- ---------- ---------- --------- -------- --------
Net increase (decrease) in net
assets resulting from operations........ 2,084,290 1,187,678 210,494 (19,326) 25,948 10,350
From policyholder transactions:
Net premiums from policyholders......... 6,697,385 4,822,053 1,827,052 696,619 381,024 161,548
Net benefits to policyholders........... (1,623,429) (885,493) (149,826) (317,999) (83,865) (37,799)
Net increase in policy loans............ -- -- -- -- -- --
----------- ---------- ---------- --------- -------- --------
Net increase in net assets resulting
from policyholder transactions.......... 5,073,956 3,936,560 1,677,226 378,620 297,159 123,749
----------- ---------- ---------- --------- -------- --------
Net increase in net assets............... 7,158,246 5,124,238 1,887,720 359,294 323,107 134,099
Net assets at beginning of period........ 7,247,833 2,123,595 235,875 470,424 147,317 13,218
----------- ---------- ---------- --------- -------- --------
Net assets at end of period.............. $14,406,079 $7,247,833 $2,123,595 $ 829,718 $470,424 $147,317
=========== ========== ========== ========= ======== ========
</TABLE>

<TABLE>
<CAPTION>
Turner Core Growth Subaccount Brandes International Equity Subaccount
------------------------------ ----------------------------------------
1999 1998 1997 1999 1998 1997
--------- --------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets from operations:
Net investment income................... $ 18,189 $ 1,666 $ 6,072 $ 14,188 $ 13,286 $ 1,112
Net realized gain....................... 26,736 2,780 839 11,526 600 888
Net unrealized appreciation
(depreciation) during the period....... 23,628 22,686 6,487 122,734 8,581 (1,473)
-------- -------- ------- -------- -------- --------
Net increase in net assets resulting
from operations......................... 68,553 27,132 13,398 148,448 22,467 527
From policyholder transactions:
Net premiums from policyholders......... 109,802 39,070 33,658 152,629 141,892 82,259
Net benefits to policyholders........... (45,555) (9,835) (7,208) (31,332) (34,941) (45,350)
Net increase in policy loans............ -- -- -- -- -- --
-------- -------- ------- -------- -------- --------
Net increase in net assets resulting
from policyholder transactions.......... 64,247 29,235 26,450 121,297 106,951 36,909
-------- -------- ------- -------- -------- --------
Net increase in net assets............... 132,800 56,367 39,848 269,745 129,418 37,436
Net assets at beginning of period........ 125,007 68,640 28,792 255,757 126,339 88,903
-------- -------- ------- -------- -------- --------
Net assets at end of period.............. $257,807 $125,007 $68,640 $525,502 $255,757 $126,339
======== ======== ======= ======== ======== ========
</TABLE>

See accompanying notes.

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

Years and Periods Ended December 31,

<TABLE>
<CAPTION>
Frontier Capital Appreciation Emerging Markets Equity Global Equity
Subaccount Subaccount Subaccount
------------------------------------ ----------------------- ----------------------
1999 1998 1997 1999 1998* 1999 1998*
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets from
operations:
Net investment income (loss)............ $ 8,771 $ (614) $ 5,054 $ 15,170 $ 1 $ 438 $ 57
Net realized gain (loss)................ (59,550) 23,061 8,970 1,838 (1) 196 (16)
Net unrealized appreciation
(depreciation) during the period....... 89,369 (840) 32,469 92,713 (48) 20,203 (303)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) in net assets
resulting from operations............... 38,590 21,607 46,493 109,721 (48) 20,837 (262)
From policyholder transactions:
Net premiums from policyholders......... 103,675 2,465,299 138,553 336,277 784 125,955 17,519
Net benefits to policyholders........... (2,221,410) (227,386) (70,647) (8,915) (7) (15,572) (762)
Net increase in policy loans............ -- -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) in net assets
resulting from policyholder transactions (2,117,735) 2,237,913 67,906 327,362 777 110,383 16,757
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) in net assets.... (2,079,145) 2,259,520 114,399 437,083 729 131,220 16,495
Net assets at beginning of period........ 2,533,128 273,608 159,209 729 0 16,495 0
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets at end of period.............. $ 453,983 $2,533,128 $ 273,608 $ 437,812 $ 729 $ 147,715 $ 16,495
========== ========== ========== ========== ========== ========== ==========
</TABLE>

<TABLE>
<CAPTION>
Enhanced
Bond Index Small/Mid Cap CORE High Yield Bond U.S. Equity
Subaccount Subaccount Subaccount Subaccount
----------------------- ----------------------- ----------------------- -----------
1999 1998 1999 1998 1999 1998 1999*
---------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets from
operations:
Net investment income (loss)............ $ 2,701 $ 285 $ 6,364 $ (48) $ 2,791 $ 48 $ 1,374
Net realized gain (loss)................ (1,613) (26) 1,093 (1,957) (396) (108) 11
Net unrealized appreciation
(depreciation) during the period....... (1,753) (147) 4,719 1,888 (1,172) (19) 1,285
---------- ---------- ---------- ---------- ---------- ---------- -----------
Net increase (decrease) in net assets
resulting from operations............... (665) 112 12,176 (117) 1,223 (79) 2,670
From policyholder transactions:
Net premiums from policyholders......... 80,921 16,730 44,493 52,673 69,375 108,274 15,505
Net benefits to policyholders........... (20,596) (2,293) (12,003) (19,857) -- (102,742) --
Net increase in policy loans............ -- -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- -----------
Net increase in net assets resulting from
policyholder transactions............... 60,325 14,437 32,490 32,816 69,375 5,532 15,505
---------- ---------- ---------- ---------- ---------- ---------- -----------
Net increase in net assets............... 59,660 14,549 44,666 32,699 70,598 5,453 18,175
Net assets at beginning of period........ 14,549 0 32,699 0 5,453 0 0
---------- ---------- ---------- ---------- ---------- ---------- -----------
Net assets at end of period.............. $ 74,209 $ 14,549 $ 77,365 $ 32,699 $ 76,051 $ 5,453 $ 18,175
========== ========== ========== ========== ========== ========== ===========
</TABLE>

---------

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

See accompanying notes.

85
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS

December 31, 1999

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-
seven 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-seven Portfolios of
the Fund and M Fund which are currently available are the Large Cap Growth,
Sovereign Bond, International Equity Index, Small Cap Growth, International
Balanced, Mid Cap Growth, Large Cap Value, Money Market, Mid Cap Value,
Small/Mid Cap Growth (formerly, Diversified Mid Cap Growth), Real Estate Equity,
Growth & Income, Managed, Short-Term Bond, Small Cap Value, International
Opportunities, Equity Index, Global Bond (formerly, Strategic Bond), Turner Core
Growth, Brandes International Equity, Frontier Capital Appreciation, Emerging
Markets Equity, Global Equity, Bond Index, Small/Mid Cap CORE, High Yield Bond
and Enhanced U.S. Equity 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.

86
<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.

87
<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, 1999 were as follows:

<TABLE>
<CAPTION>
Portfolio Shares Owned Cost Value
--------- ------------ ------------ --------------
<S> <C> <C> <C>
Large Cap Growth 1,516,913 $ 33,840,498 $ 41,460,815
Sovereign Bond 7,742,962 76,567,490 70,640,632
International Equity Index 348,907 5,723,159 6,854,257
Small Cap Growth 236,036 3,094,500 4,511,934
International Balanced 18,717 200,046 200,368
Mid Cap Growth 465,615 9,063,619 13,609,575
Large Cap Value 612,481 8,613,285 8,262,786
Money Market 1,835,117 18,351,172 18,351,172
Mid Cap Value 367,982 4,828,927 4,701,632
Small/Mid Cap Growth 390,884 6,039,184 5,486,044
Real Estate Equity 331,185 4,719,779 3,800,017
Growth & Income 15,384,863 241,740,472 307,871,384
Managed 6,873,184 96,391,658 106,178,553
Short-Term Bond 24,575 245,749 238,913
Small Cap Value 317,611 3,731,225 3,467,391
International Opportunities 239,181 2,974,200 3,628,943
Equity Index 704,179 12,384,477 14,406,079
Global Bond 84,502 877,096 829,719
Turner Core Growth 11,243 204,222 257,807
Brandes International Equity 33,860 396,716 525,501
Frontier Capital Appreciation 21,495 331,669 453,983
Emerging Markets Equity 35,704 345,147 437,812
Global Equity 12,173 127,815 147,715
Bond Index 7,964 76,110 74,210
Small/Mid Cap CORE 7,882 70,758 77,365
High Yield Bond 8,463 77,242 76,051
Enhanced U.S. Equity 867 16,890 18,175
</TABLE>

88
<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
1999, were as follows:

<TABLE>
<CAPTION>
Portfolio Purchases Sales
--------- ----------- -------------
<S> <C> <C>
Large Cap Growth $13,422,273 $ 2,517,136
Sovereign Bond 13,709,441 4,426,503
International Equity Index 1,206,222 553,307
Small Cap Growth 1,705,289 169,682
International Balanced 102,061 104,527
Mid Cap Growth 8,451,704 1,019,989
Large Cap Value 6,131,213 1,266,291
Money Market 17,249,777 46,141,311
Mid Cap Value 1,774,841 3,233,006
Small/Mid Cap Growth 1,914,302 771,153
Real Estate Equity 859,997 1,976,566
Growth & Income 47,518,686 15,480,980
Managed 14,747,572 6,118,076
Short-Term Bond 116,133 362,629
Small Cap Value 1,396,171 297,748
International Opportunities 2,979,658 4,075,263
Equity Index 7,159,058 1,555,726
Global Bond 695,939 283,540
Turner Core Growth 142,622 60,186
Brandes International Equity 181,255 45,768
Frontier Capital Appreciation 91,263 2,200,227
Emerging Markets Equity 351,448 8,915
Global Equity 113,648 2,828
Bond Index 86,949 23,921
Small/Mid Cap CORE 58,717 19,864
High Yield Bond 85,583 13,417
Enhanced U.S. Equity 17,418 539
</TABLE>

89
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--Continued
5. Net Assets

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

<TABLE>
<CAPTION>
VLI Class #1 MVL Class #3 Flex Class #4
---------------------------- ---------------------------- ----------------------------
Accumulation Accumulation Accumulation Accumulation Accumulation Accumulation
Portfolio Shares Shares Values Shares Shares Values Shares Shares Values
--------- ------------ -------------- ------------ -------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Large Cap Growth -- -- 30,422 $79.68 303,522 $79.68
Sovereign Bond -- -- 13,276 23.69 1,236,413 23.69
International Equity Index -- -- 12,251 27.55 147,364 27.55
Small Cap Growth -- -- 38,152 21.70 144,335 21.70
International Balanced -- -- 6,210 13.29 3,652 13.29
Mid Cap Growth -- -- 95,740 35.59 245,163 35.59
Large Cap Value -- -- 50,345 16.17 406,006 16.17
Money Market -- -- 31,966 18.10 535,048 18.10
Mid Cap Value -- -- 54,325 14.06 234,907 14.06
Small/Mid Cap Growth -- -- 23,443 18.80 240,110 19.80
Real Estate Equity -- -- 8,437 22.14 111,094 22.14
Growth & Income -- -- 102,216 68.13 1,902,118 68.13
Managed -- -- 45,437 39.65 1,203,335 39.65
Short-Term Bond -- -- 2,066 12.99 14,631 12.99
Small Cap Value -- -- 29,974 12.32 222,258 12.32
International Opportunities -- -- 14,160 16.54 183,229 16.54
Equity Index -- -- 173,452 23.08 367,259 23.08
Global Bond -- -- 16,532 12.16 39,548 12.16
Turner Core Growth -- -- 1,897 26.33 7,888 26.33
Brandes International Equity -- -- 5,884 17.14 20,691 17.14
Frontier Capital Appreciation -- -- 1,074 21.11 18,559 21.11
Emerging Markets Equity -- -- 2,490 12.77 25,395 12.77
Global Equity -- -- 3,549 12.23 264 12.23
Bond Index -- -- 4,208 10.34 2,651 10.34
Small/Mid Cap CORE -- -- 794 10.76 201 10.76
High Yield Bond -- -- 4,951 10.10 551 10.10
Enhanced U.S. Equity -- 1,372 13.25 -- 13.25
</TABLE>

90
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--Continued

<TABLE>
<CAPTION>
Flex II Class #5 VEP Class #7 VEP Class #8
---------------------------- ---------------------------- ----------------------------
Accumulation Accumulation Accumulation Accumulation Accumulation Accumulation
Portfolio Shares Shares Values Shares Shares Values Shares Shares Values
--------- ------------ -------------- ------------ -------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Large Cap Growth 18,120 $79.68 11,630 $34.19 14,305 $34.28
Sovereign Bond 7,625 23.69 6,071 13.80 5,831 13.84
International Equity Index 7,387 27.55 8,217 17.52 2,077 17.58
Small Cap Growth 19,575 21.70 5,119 21.68 778 21.71
International Balanced 2,567 13.29 2,650 13.28 -- 13.30
Mid Cap Growth 25,572 35.60 8,683 35.56 7,218 35.62
Large Cap Value 32,808 16.17 8,456 16.15 10,743 16.18
Money Market 8,023 18.10 13,653 13.08 10,717 13.12
Mid Cap Value 21,416 14.06 19,817 14.05 3,847 14.08
Small/Mid Cap Growth 5,669 19.80 3,944 19.77 3,887 19.83
Real Estate Equity 5,693 22.14 1,424 14.40 -- 14.44
Growth & Income 54,684 68.13 57,852 30.90 23,997 31.00
Managed 23,610 39.65 11,858 20.88 9,588 20.94
Short-Term Bond 1,526 12.99 52 12.97 -- 13.00
Small Cap Value 18,339 12.32 7,072 12.30 3,899 12.33
International Opportunities 9,070 16.54 7,208 16.52 5,805 16.55
Equity Index 50,932 23.08 22,543 23.06 7,757 23.10
Global Bond 5,693 12.16 3,685 12.15 2,757 12.17
Turner Core Growth -- -- -- -- -- --
Brandes International Equity -- -- 581 16.91 3,546 16.94
Frontier Capital Appreciation -- -- 185 22.75 1,528 22.80
Emerging Markets Equity 2,886 12.77 3,505 12.77 -- --
Global Equity 147 12.23 3,346 12.22 -- --
Bond Index 177 10.34 140 10.34 -- --
Small/Mid Cap CORE 57 10.76 6,139 10.76 -- --
High Yield Bond 1,033 10.10 997 10.10 -- --
Enhanced U.S. Equity -- -- -- -- -- --
</TABLE>

91
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--Continued

<TABLE>
<CAPTION>
VEP Class #9
------------------------------
Accumulation Accumulation
Portfolio Shares Shares Values
--------- ------------ ----------------
<S> <C> <C>
Large Cap Growth 3,240 $34.39
Sovereign Bond -- --
International Equity Index -- --
Small Cap Growth -- --
International Balanced -- --
Mid Cap Growth -- --
Large Cap Value 2,782 16.21
Money Market -- --
Mid Cap Value -- --
Small/Mid Cap Growth -- --
Real Estate Equity -- --
Growth & Income 3,934 31.09
Managed -- --
Short-Term Bond -- --
Small Cap Value -- --
International Opportunities -- --
Equity Index 2,213 23.14
Global Bond -- --
Turner Core Growth -- --
Brandes International Equity -- --
Frontier Capital Appreciation -- --
Emerging Markets Equity -- --
Global Equity 4,771 12.24
Bond Index -- --
Small/Mid Cap CORE -- --
High Yield Bond -- --
Enhanced U.S. Equity -- --
</TABLE>

92
<PAGE>

ALPHABETICAL INDEX OF KEY WORDS AND PHRASES

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

Key Word or Phrase Page

Account...................................................... 32
account value................................................ 7
attained age................................................. 9
beneficiary.................................................. 42
business day................................................. 32
changing Option A or B....................................... 16
changing the Sum Insured..................................... 15
charges...................................................... 8
Code......................................................... 38
cost of insurance rates...................................... 8
date of issue................................................ 33
death benefit................................................ 5
deductions................................................... 8
enhanced cash value rider.................................... 15
expenses of the Trusts....................................... 9
fixed investment option...................................... 32
full surrender............................................... 12
fund......................................................... 2
grace period................................................. 7
insurance charge............................................. 8
insured person............................................... 5
investment options........................................... 1
John Hancock................................................. 32
lapse........................................................ 7
loan......................................................... 13
loan interest................................................ 13
maximum premiums............................................. 6
Minimum Initial Premium...................................... 33
minimum insurance amount..................................... 15
minimum premiums............................................. 6
modified endowment contract.................................. 39
monthly deduction date....................................... 34
mortality and expense risk charge............................ 9
Option A; Option B; Option M................................. 14
optional extra death benefit feature......................... 14
owner........................................................ 5
partial withdrawal........................................... 13
partial withdrawal charge.................................... 9
payment options.............................................. 16
Planned Premium.............................................. 6
policy anniversary........................................... 33
policy year.................................................. 33
premium; premium payment..................................... 5
prospectus................................................... 3
receive; receipt............................................. 19
reinstate; reinstatement..................................... 7
sales charges................................................ 8
SEC.......................................................... 2
Separate Account UV.......................................... 32
Servicing Office............................................. 2
special loan account......................................... 13
subaccount................................................... 32
Sum Insured.................................................. 14
surrender.................................................... 12
surrender value.............................................. 12
Target Premium............................................... 8
tax considerations........................................... 38
telephone transfers.......................................... 19
transfers of account value................................... 12
Trusts....................................................... 2
variable investment options.................................. 1
we; us....................................................... 32
withdrawal................................................... 13
withdrawal charges........................................... 9
you; your.................................................... 5

93
<PAGE>

CROSS-REFERENCE TABLE

Form N-8B-2 Item Caption in Prospectus
---------------- ---------------------

1, 2 Cover, The Account and The Series
Fund, John Hancock

3 Inapplicable

4 Cover, Distribution of Policies

5,6 The Account and The Series Fund,
State Regulation

7, 8, 9 Inapplicable

10(a),(b),(c),(d),(e) Principal Policy Provisions

10(f) Voting Privileges

10(g),(h) Changes that John Hancock can
make as to your policy

10(i) Appendix--Other Policy
Provisions, The Account and The
Series Fund

11, 12 Summary, The Account and The Series
Fund, Distribution of Policies

13 Charges and expenses,
Summary Appendix--Illustration of Death
Benefits, Surrender Values and
Accumulated Premiums

14, 15 Summary, Distribution of
Policies, Premiums

16 The Account and The Series Funds or Fund

17 Summary of Policies, Principal
Policy Provisions

18 The Account and The Series Fund,
Tax Considerations

19 Reports

20 Changes that John Hancock can
make as to your policy

21 Principal Policy Provisions

22 Principal Policy Provisions

23 Distribution of Policies

24 Not Applicable

25 John Hancock

26 Charges and Expenses

27,28,29,30 John Hancock, Board of Directors and
Executive Officers of John Hancock

31,32,33,34 Not Applicable

35 John Hancock

37 Not Applicable

38,39,40,41(a) Distribution of Policies,
John Hancock,
Charges and Expenses

42,43 Not Applicable

44 The Account and The Series Fund,
Principal Policy Provisions,
Appendix--Illustration of Death
Benefits, Surrender Values and
Accumulated Premiums

45 Not Applicable

46 The Account and The Series Fund,
Principal Policy Provisions,
Appendix--Illustration of Death
Benefits, Cash Values and
Accumulated Premiums
<PAGE>

47 Not Applicable

48,49,50 Not Applicable

51 Principal Policy Provisions,
Appendix--Other Policy Provisions
52 The Account and The Series Funds,
Changes that John Hancock can
make as to your policy

53,54,55 Not Applicable

56,57,58,59 Not Applicable

<PAGE>

PART II

UNDERTAKING TO FILE REPORTS

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

REPRESENTATION OF REASONABLENESS

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

UNDERTAKING REGARDING INDEMNIFICATION

Pursuant to Article 9 of John Hancock's Bylaws and Section 67 of the
Massachusetts Business Corporation Law, John Hancock indemnifies each director,
former director, officer, and former officer, and his heirs and legal
representatives from liability incurred or imposed in connection with any legal
action in which he may be involved by reason of any alleged act or omission as
an officer or a director of John Hancock.

Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following Papers and Documents:

The facing sheet.

Cross-Reference Table

The prospectus consisting of 93 pages

The undertaking to file reports.
<PAGE>

The undertaking regarding indemnification.

The signatures.

The following exhibits:

1.A. (1) John Hancock Board Resolution establishing the separate account,
included in the initial registration statement of this Account,
filed June 4, 1993.

(2) Not Applicable

(3) (a) Form of Distribution Agreement by and among John Hancock
Distributors, Inc., John Hancock Mutual Life Insurance Company,
and John Hancock Variable Life Insurance Company, incorporated
by reference from Pre-Effective Amendment No. 2 to Form S-6
Registration Statement of John Hancock Variable Life Account S
(File No. 333-15075) filed April 18, 1997.

(b) Specimen Variable Contracts Selling Agreement between John
Hancock Distributors, Inc., and selling broker-dealers,
incorporated by reference from Pre-Effective Amendment No. 2 to
Form S-6 Registration Statement of John Hancock Variable Life
Account S (File No. 333-15075) filed April 18, 1997.

(c) Schedule of sales commissions included in "Distribution of
Policies" in the prospectuses forming part of this Registration
Statement.

(4) Not Applicable

(5) Form of Flexible Variable universal life insurance policy.

(6) Charter and By-Laws of John Hancock Mutual Life Insurance Company
previously filed electronically on April 12, 1996.

(7) Not Applicable

(8) Not Applicable

(9) Not Applicable

(10) Form of application for Policies, included in the initial
registration statement of this Account, filed June 4, 1993.

(11) Not Applicable. The Registrant invests only in shares of open-end
Funds.

2. Included as exhibit 1.A(5) above

3. Opinion and consent of counsel as to securities being registered.

4. Not Applicable

5. Not Applicable

6. Opinions and consents of actuary.

7. Consent of independent auditors, (Filed herewith).
<PAGE>

8. Memorandum describing John Hancock's issuance, transfer and redemption
procedures (which are the same as those of its affiliate John Hancock
Variable Life Insurance Company) for Policies pursuant to Rule 6e-
2(b)(12)(ii) and method of computing adjustments in payments and cash
values of Policies upon conversion to fixed benefit policies pursuant to
Rule 6e-2(b)(13)(v)(B) previously filed electronically on April 12, 1996.

9. Power of attorney of Robert J. Tarr, Jr. previously filed electronically on
April 23, 1997. Powers of attorney for Bodman, Gifford, Boyan, Morton,
Connors, Brown, Booth, D'Alessandro, Fast, Aborn, Bok, Feldstein, Syron and
Hawley previously filed electronically on April 12, 1996.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the John
Hancock Life Insurance Company has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunder duly authorized, and its
seal to be hereunto fixed and attested, all in the City of Boston and
Commonwealth of Massachusetts on the 27th day of July, 2000.

JOHN HANCOCK LIFE INSURANCE COMPANY

By: /s/ David F. D'Alessandro
--------------------------
David F. D'Alessandro
Chief Executive Officer

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

<PAGE>

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

/s/ Thomas E. Moloney
--------------------- July 27, 2000
Thomas E. Moloney
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Acting Principal Accounting Officer)

/s/ David F. D'Alessandro
------------------------- July 27, 2000
David F. D'Alessandro
President and Chief Executive Officer
(Principal Executive Officer)
Signing for himself and as Attorney-In-Fact for:

Stephen L. Brown Chairman of the Board
Foster L. Aborn Vice Chairman of the Board
Nelson S. Gifford Director
E. James Morton Director
John M. Connors, Jr. Director
Robert J. Tarr, Jr. Director
Robert E. Fast Director
I. MacAllister Booth Director
Samuel W. Bodman Director
Michael C. Hawley Director
Kathleen F. Feldstein Director
Richard F. Syron Director
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
certifies that it meets all of the requirements for effectiveness of this
Registration Statement under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, and its seal to be hereunto fixed and attested, all in the City
of Boston and Commonwealth of Massachusetts on the 27th day of July, 2000.

On behalf of the Registrant
By John Hancock Life Insurance Company
(Depositor)

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

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