HANCOCK JOHN MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV, 485BPOS, 2000-05-04

HANCOCK JOHN MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV
485BPOS, 2000-05-04

Previous: JANUS ASPEN SERIES, 497, 2000-05-04

Next: HANCOCK JOHN VARIABLE LIFE ACCOUNT S, 485BPOS, 2000-05-04

<PAGE>

As filed with the Securities and Exchange Commission on May 3, 2000

Registration No. 33-75608
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM S-6
Post-Effective Amendment No. 7 to
Registration Statement Under
THE SECURITIES ACT OF 1933

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

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV
(Exact name of trust)

JOHN HANCOCK LIFE INSURANCE COMPANY
(Name of depositor)

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

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

RONALD J. BOCAGE, ESQ.
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
JOHN HANCOCK PLACE, BOSTON, 02117
(Name and complete address of agent for service)

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

Copy to:
Thomas C. Lauerman, Esq.
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036

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

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

/X/ immediately upon filing pursuant to paragraph (b) of Rule 485
--

/ / on May 1, 2000 pursuant to paragraph (b) of Rule 485
--
/ / 60 days after filing pursuant to paragraph (a)(1) of Rule 485
--
/ / on (date) pursuant to paragraph (a)(1) of Rule 485
--

If appropriate check the following box

/ / this post-effective amendment designates a new effective date for a
--
previously filed amendment

Pursuant to the provisions of Rule 24f-2, Registrant has registered an
indefinite amount of the securities being offered and filed its Notice for
fiscal year 1999 pursuant to Rule 24f-2 on March 30, 2000.
<PAGE>

PROSPECTUS DATED MAY 1, 2000

FLEX-V2

a scheduled premium variable life insurance policy
issued by

JOHN HANCOCK LIFE INSURANCE COMPANY
("JOHN HANCOCK")

JOHN HANCOCK LIFE SERVICING OFFICE
----------------------------------
EXPRESS DELIVERY
----------------
529 Main Street (X-4)
Charlestown, MA 02129
U.S. MAIL
---------
P.O. Box 111
Boston, MA 02117
PHONE: 1-800-521-1234 / FAX: 1-617-572-6956

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.
Equity Index . . . . . State Street Global Advisors
Large Cap Value . . . . T. Rowe Price Associates, Inc.
Large Cap Growth . . . Independence Investment Associates, Inc.
Mid Cap Value . . . . . Neuberger Berman, LLC
Mid Cap Growth . . . . Janus Capital Corporation
Real Estate Equity . . Independence Investment Associates, Inc.
Small/Mid Cap 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.
Global Balanced . . . . Brinson Partners, Inc.
International Equity Index . . . . . . . . . . . . . . . . Independence International Associates, Inc.
International Opportunities . . . . . . . . . . . . . . . Rowe Price-Fleming International, Inc.
Morgan Stanley Dean Witter Investment Management,
Emerging Markets Equity . . . . . . . . . . . . . . . . . Inc.
Short-Term Bond . . . . Independence Investment Associates, Inc.
Bond Index . . . . . . Mellon Bond Associates, LLP
Active Bond . . . . . . . . . . . . . . . . . . . . . . . John Hancock Advisers, Inc.
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>

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

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

GUIDE TO THIS PROSPECTUS

This prospectus 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 22.

. 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
29.

. Behind the Additional Information section are the financial
statements for John Hancock and Separate Account UV. These start on
page 43.

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

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

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

2
<PAGE>

BASIC INFORMATION

This part of the prospectus provides answers to commonly asked questions about
the policy. Here are the page numbers where the questions and answers appear:
<TABLE>
<CAPTION>
<S> <C>
Question Beginning on page
- --------
.What is the policy?. . . . . . . . . . . . . . . 4
.Who owns the policy?. . . . . . . . . . . . . . 4
.How can I invest money in the policy?. . . . . . 4
.Is there a minimum amount I must invest?. . . . 5
.How will the value of my investment in the policy change 9
over time?. . . . . . . . . . . . . . . . . . . .
.What charges will John Hancock deduct from my investment 10
in the policy?. . . . . . . . . . . . . . . . . .
.What charges will the Series Funds deduct from my
investment in the policy?. . . . . . . . . . . . 12
.What other charges could John Hancock impose in the 14
future?. . . . . . . . . . . . . . . . . . . . .
.How can I change my policy's investment allocations? 14
.How can I access my investment in the policy?. . 15
.How much will John Hancock pay when the insured person 16
dies?. . . . . . . . . . . . . . . . . . . . . .
.How can I change my policy's insurance coverage? 17
.Can I cancel my policy after it's issued?. . . . 18
.Can I choose the form in which John Hancock pays out 18
policy proceeds?. . . . . . . . . . . . . . . . .
.To what extent can John Hancock vary the terms and
conditions of its policies in particular cases?. 19
.How will my policy be treated for income tax purposes? 19
.How do I communicate with John Hancock?. . . . . 20
</TABLE>

3
<PAGE>

WHAT IS THE POLICY?

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

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

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

. Borrow amounts you have in the investment options

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

. Change the beneficiary who will receive the death benefit

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

. Reduce the amount of insurance by surrendering part of the policy

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

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

WHO OWNS THE POLICY?

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

HOW CAN I INVEST MONEY IN THE POLICY?

Premium Payments

We call the investments you make in the policy "premiums" or "premium
payments". We require that your first premium at least equal your first
-----
"Required Premium" (discussed below). Except as noted below, you can make any
other premium payments you wish at any time. You can request that we bill you
for amounts of premiums that exceed your Required Premium payments and you can
subsequently request that we change the amount that we bill.

4
<PAGE>

Maximum premium payments

If you have chosen the Option 1 or Option 2 death benefit (see "How much will
John Hancock pay when the insured person dies?"), 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 36.

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,
or

. that amount of premium would cause the cumulative premiums you have
paid to date to exceed the cumulative scheduled premiums due to date
under the policy.

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 1 of this prospectus.

We will also accept premiums:

. by wire or by exchange from another insurance company,

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

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

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

IS THERE A MINIMUM AMOUNT I MUST INVEST?

Required Premiums

The Policy Specifications page of your policy will show the "Required Premium"
for the policy. In the policy application, you will choose one of the following
"modes" of premium

5
<PAGE>

payment -- annual, semi-annual, quarterly or monthly. We make no additional
charge for any of these choices of payment mode. You can request that we change
your payment mode at any time.

The scheduled date on which such a payment is "due" is referred to in the
policy as a "modal processing date." Premiums are scheduled to be paid for the
whole of the insured person's lifetime. If, on any modal processing date, the
cumulative amount of all premium payments you have made does not equal or exceed
the cumulative amount of all Required Premiums due through that date, your
policy will enter a grace period, unless your policy has Excess Value as of that
date. For purposes of determining whether enough premiums have been paid as of
any modal processing date, we reduce the amount of premiums you have paid by the
amount of any withdrawals you have taken from what we consider to be the
"premium component" of any Excess Value in your policy (see below).

Excess Value and its components

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

The policy statements that we send you (see "Reports that you will receive" on
page 38) will specify the amount of any Excess Value at the end of the reporting
period. If you wish this information at any other time, you may contact your
John Hancock representative or telephone us at 1-800-521-1234.

The Basic Account Value generally increases over the life of the policy, as
the attained age of the insured person increases. Basic Account Value can be
thought of as what the guaranteed cash value would be under an otherwise
comparable non-variable whole life policy. It is the amount we deem necessary to
support your policy's benefits at any time based on accepted actuarial methods
and assumptions. See "How we calculate Basic Account Value" below for further
details.

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

Lapse

If your policy enters a grace period, we will notify you of how much you will
need to pay to keep the policy in force. You will have a "grace period" of at
least 31 days after we mail the notice to make that payment. If you don't pay at
least the required amount by the end of the grace period, your policy will
terminate (i.e., lapse). If the insured person dies during the grace period, we
will deduct any unpaid monthly charges from the death benefit. During the grace
period, you cannot make transfers among investment options or make a partial
withdrawal or policy loan.

6
<PAGE>

Options on Lapse

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

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

The Variable Paid-Up Insurance option is not available unless its initial
amount is at least $5,000. If you have elected no option before the end of the
grace period, the Fixed Extended Term Insurance option automatically applies
unless the amount of Fixed Paid-Up Insurance would equal or exceed the amount of
Fixed Extended Term Insurance or unless the insured person is a substandard
risk. In either of the latter cases, Fixed Paid-Up Insurance is provided.

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

Reinstatement

You can still reactivate (i.e., "reinstate") a lapsed policy within 3 years
from the beginning of the grace period, unless the surrender value has been paid
out or otherwise exhausted or the period of any Fixed Extended Term Insurance
has expired. You will have to provide evidence that the insured person still
meets our requirements for issuing coverage. You will also have to pay a minimum
amount of premium and be subject to the other terms and conditions applicable to
reinstatements, as specified in the policy.

Amount of Required Premiums

We initially determine the amount of your scheduled premium at the time your
policy is issued, in accordance with our established rules and rates. It
consists of a "base policy premium" plus certain additional amounts if the
insured person presents an extra mortality risk to us or if you have purchased
certain additional insurance benefits. These amounts will be set forth in the
"Policy Specifications" section of your policy as the components of your
Required Premium.

The "base policy premium" is the amount of the Required Premium for an insured
person in the "standard" underwriting risk class who has not purchased any
additional insurance benefits by rider. The base policy premium will not change
until the Required Premium recalculation discussed below, or until such time as
you partially surrender the policy.

7
<PAGE>

Premium recalculation

You may make a one-time request that we recalculate your base policy premium
at any time not later than the policy anniversary nearest the insured person's
69th birthday (or, if later, the ninth policy anniversary). The base policy
premium that results from the recalculation will apply to all periods subsequent
to the recalculation. That resulting base policy premium may be higher or lower
than, or the same as, the previous base policy premium. This, in turn, will
determine whether the Required Premium will be higher, lower or stay the same
for those subsequent periods. If your right to request a premium recalculation
expires without your having exercised it, we will automatically perform the
premium recalculation at the next policy anniversary.

The premium recalculation feature makes it possible for us to set a lower base
policy premium (and thus a lower Required Premium) at the time the policy is
issued than would be possible without this feature. If you wish to "lock in" a
base policy premium (and Required Premium) at any time prior to the feature's
expiration, you can do so by requesting a premium recalculation.

The amount of the new base policy premium after a premium recalculation
depends on the insured person's sex, smoking status, attained age, the
guaranteed death benefit under the policy and the account value at the close of
the business day that precedes the recalculation. The new base policy premium
will never exceed the policy's "guaranteed maximum recalculation premium" based
on the insured person's attained age at the time of the recalculation. The
guaranteed maximum recalculation premium for each attained age will appear in
the "Policy Specifications" section of your policy.

The guaranteed maximum recalculation premium increases as the insured person's
attained age increases. Accordingly, by delaying the premium recalculation, you
assume the risk that the base policy premium following the recalculation will be
higher than it would have been had the recalculation been performed at an
earlier date. The longer the delay and the lower the policy's account value, the
greater the risk. On the other hand, by postponing the premium recalculation,
you may benefit from (1) a lower base policy premium prior to the recalculation
and (2) a longer period to accumulate enough account value to reduce the
possibility (or amount) of an increase in the base policy premium at the time of
the recalculation.

If your policy has any Excess Value at the time of the premium recalculation,
the base policy premium will be less following the recalculation than it would
have been had the recalculation been performed at the earliest possible date
(i.e., at the time of policy issuance). Otherwise it will be more.

As an example, consider the policy illustrated on page 23 of this prospectus
(Death Benefit Option 1 in the amount of $100,000, assuming current charge
rates, for a male standard risk non-smoker age 35 at issue). If no premium
recalculation is made at policy issuance, the base policy premium for the policy
would be $900 until such time as the premium recalculation is made. Assuming
that amount of premium is paid annually until the premium recalculation, and
assuming constant gross annual investment returns at the rates set forth below,
the following table illustrates what the base policy premium would be following
a recalculation on the dates shown.

8
<PAGE>

<TABLE>
<CAPTION>
Base Policy Premium Following
Recalculation Assuming Hypothetical Gross
Annual Rate of Return of:
Policy Anniversary of ------------------------------------------
Premium Recalculation 0% 6% 12%
- --------------------- ------------- ------------- ---------------
<S> <C> <C> <C>
0 (Issue Date) . . . . . . . . $1,414.00 $1,414.00 $1,414.00
5 . . . . . . . . . . . . . . $1,607.99 $1,581.92 $1,551.41
10 . . . . . . . . . . . . . . $1,900.30 $1,791.31 $1,635.15
15 . . . . . . . . . . . . . . $2,334.72 $2,058.15 $1,566.76
20 . . . . . . . . . . . . . . $3,008.11 $2,433.77 $1,151.92
25 . . . . . . . . . . . . . . $4,077.27 $2,998.48 $ 0.00
30 . . . . . . . . . . . . . . $5,845.15 $3,914.46 $ 0.00
35* . . . . . . . . . . . . . . $8,404.00 $5,561.76 $ 0.00
</TABLE>

- ---------
* Mandatory premium recalculation if you do not choose earlier date.

We will make a one-time charge if the new base policy premium is less than the
guaranteed maximum recalculation premium that would have applied had the
recalculation been done at the time the policy was issued. The charge will not
exceed 3% (currently1 1/2%) of the policy's Excess Value exceeds at the time of
the premium recalculation. See "Guaranteed death benefit charge" on page 11.

The amount of any account value that is considered Excess Value under your
policy may increase or decrease as a result of a premium recalculation. See
"Excess Value and its components" above

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

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

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

The amount you've invested in the fixed investment option will earn interest
at a rate we declare from time to time. We guarantee that this rate will be at
least 4%. If you want to know what the current declared rate is, just call or
write to us. The current declared rate will also appear in the annual statement
we will send you. Amounts you invest in the fixed investment option will not be
---
subject to the mortality and expense risk charge or the guaranteed death benefit
charge described on page 11. 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,

9
<PAGE>

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

. minus all charges we deduct, and

. minus all withdrawals you have made.

If you take a loan on the policy, however, your account value will be computed
somewhat differently. This is discussed beginning on page 15.

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 sales charge - A charge to help defray our sales costs. The
----------------------
charge is 5% of the premiums you pay each policy year that do not total
more than the Required Premium for that policy year. We currently waive
30% of this charge for policies with a Guaranteed Death Benefit of
$250,000 or higher, but continuation of that waiver is not guaranteed.
Also, we currently intend to stop making this charge on premiums received
after the 10th policy year, but this is not guaranteed either. Because
policies of this type were first offered for sale in 1994, no termination
of this charge has yet occurred.

Deductions from account value

. Issue charge - A monthly charge to help defray our administrative costs.
--------------
This is a flat dollar charge of $20 and is deducted only during the first
policy year.

. Maintenance charge - A monthly charge to help defray our administrative
--------------------
costs. This is a flat dollar charge of up to $8 (currently $6).

. Insurance charge - A monthly charge for the cost of insurance. To
------------------
determine the charge, we multiply the amount of insurance for which we are
at risk by a cost of insurance rate. The rate is derived from an actuarial
table. The table in your policy will show the maximum cost of insurance
-------
rates. The cost of insurance rates that we currently apply are generally
less than the maximum rates. We will review the cost of insurance rates at
least every 5 years and may change them from time to time. However, those
rates will never be more than rates based on the 1980 Commissioners'
Standard Ordinary Mortality Tables. The table of rates we use will depend
on the insurance risk characteristics and (usually) gender of the insured
person, the Guaranteed Death Benefit 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.)

10
<PAGE>

If the Guaranteed Death Benefit at issue is $100,000 or more, the insured
person may be eligible for the "preferred" underwriting class, which has
the lowest cost of insurance charges for policies of this type. In
addition, we currently apply a lower insurance charge for policies with a
Guaranteed Death Benefit of $250,000 or higher, but continuation of that
practice is not guaranteed. Also, it is our current intention to reduce
the insurance charge in the 10th policy year and thereafter below what it
otherwise would be, but such a reduction is not guaranteed either (unless
the policy is issued in New York). Because policies of this type were
first offered for sale in 1994, no reductions have yet been made.

. Guaranteed death benefit charge - A monthly charge for our guarantee that
---------------------------------
the death benefit will never be less than the Guaranteed Death Benefit.
This charge is currently 1c per $1,000 of the Guaranteed Death Benefit at
the time the charge is deducted. We guarantee that this charge will never
exceed 3c per $1,000 of the Guaranteed Death Benefit at the time the
charge is deducted.

. Extra mortality risk charge - An insured person who does not qualify for
-----------------------------
either the preferred or standard underwriting class must pay an additional
Required Premium because of the extra mortality risk. We collect this
additional premium in two ways: up to 8.6% of the additional premium is
deducted from premiums when paid and the remainder of the additional
premium is deducted monthly from your policy's account value in equal
installments.

. M &E charge - A daily charge for mortality and expense risks we assume.
-------------
This charge is deducted from the variable investment options. It does not
apply to the fixed investment option. The current charge is at an
effective annual rate of .60% of the value of the assets in each variable
investment option. We guarantee that this charge will never exceed an
effective annual rate of .60%.

. Optional insurance benefits charges - An additional Required Premium must
-------------------------------------
be paid if you elect to purchase any additional insurance benefit that is
added to the policy by means of a rider. We collect this additional
premium in two ways: up to 8.6% of the additional premium is deducted from
premiums when paid and the remainder of the additional premium is deducted
monthly from your policy's account value in equal installments.

. Premium recalculation charge - When we perform any recalculation as
------------------------------
described in the subsection titled "Premium recalculation" on page 8, we
deduct a one-time charge in the amount described in that subsection.

. Administrative surrender charge - A charge we deduct if the policy lapses
---------------------------------
or is surrendered in the first 9 policy years. We deduct this charge to
compensate us for administrative expenses that we would otherwise not
recover in the event of early lapse or surrender. The amount of the charge
depends upon the policy year in which lapse or surrender occurs and the
policy's Guaranteed Death Benefit at that time. The maximum charge is $5
per $1,000 of the policy's Guaranteed Death benefit in policy years 1
through 6, $4 per $1,000 in policy year 8 and $3 per $1,000 in policy year
9. For insured persons age 24 or less at issue, this charge will never be
more than $200 and will be charged only in the first four policy years.
Currently a policy with a Guaranteed Death Benefit at time of surrender or
lapse of $250,000 or more is not

11
<PAGE>

charged. A policy of less than $250,000 Guaranteed Death Benefit at time
of surrender or lapse is not currently charged if the surrender or lapse
is after the fourth policy year and is charged no more than $300 if the
surrender or lapse is in the first four policy years. We may withdraw or
modify these lower current charges at any time.

. Contingent deferred sales charge ("CDSC") - A charge we deduct if the
-------------------------------------------
policy lapses or is surrendered within the first thirteen policy years. We
deduct this charge to compensate us for sales expenses that we would
otherwise not recover in the event of early lapse or surrender. The CDSC
is a percentage of the lesser of (a) the total amount of premiums you have
actually paid before the date of surrender or lapse and (b) the sum of the
base policy premiums due (whether or not actually paid) on or before the
date of surrender or lapse. (For this purpose base policy premiums are
pro-rated through the end of the policy month in which the surrender or
lapse occurs).

<TABLE>
<CAPTION>
Maximum Contingent Deferred Sales
Charge as a Percentage of Base Policy
Premiums Due Through Effective
For Surrenders or Lapses Effective During: Date of Surrender or Lapse
------------------------------------------ -------------------------------------
<S> <C>
Policy Years 1-6 . . . . . . . . . . . . 15.00%
Policy Year 7 . . . . . . . . . . . . . . 12.85%
Policy Year 8 . . . . . . . . . . . . . . 10.00%
Policy Year 9 . . . . . . . . . . . . . . 7.77%
Policy Year 10 . . . . . . . . . . . . . 6.00%
Policy Year 11 . . . . . . . . . . . . . 4.55%
Policy Year 12 . . . . . . . . . . . . . 2.92%
Policy Year 13 . . . . . . . . . . . . . 1.54%
Policy Year 14 and Later . . . . . . . . 0%
</TABLE>

The amount of the CDSC is calculated on the basis of the base policy
premium for the attained age of the insured person at the time the policy
is issued. The base policy premium that we use to compute the CDSC is not
affected by (1) any recalculation of the type referred to under "premium
recalculation" on page 8, or (2) the non-mandatory character of any
Required Premium due to Excess Value in the policy on that premium's due
date. The CDSC, as reflected in the above table, reaches its maximum at
the end of the sixth policy year and is reduced in each policy year
thereafter until it reaches zero in policy year 14. At issue ages higher
than 54, the maximum is reached at an earlier policy year and may be
reduced to zero over a shorter number of years.

. Partial withdrawal charge - A charge of $20 for each partial withdrawal
---------------------------
of Excess Value to compensate us for the administrative expenses of
processing the withdrawal.

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

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

The figures in the following chart for the funds of the Trust are expressed as
percentages of each fund's average daily net assets for 1999 (rounded to two
decimal places). The percentages

12
<PAGE>

reflect the investment management fees that were payable for 1999 and the 1999
other operating expenses that would have been allocated to the funds under the
allocation rules currently in effect.

<TABLE>
<CAPTION>
Other Total Fund Other Operating
Investment Operating Operating Expenses
Fund Name Management Fee Expenses Expenses Absent Reimbursement*
- --------- -------------- ---------- ---------- -----------------------
<S> <C> <C> <C> <C>
Managed . . . . . . . 0.32% 0.03% 0.35% 0.03%
Growth & Income . . . 0.25% 0.03% 0.28% 0.03%
Equity Index. . . . . 0.14% 0.00% 0.14% 0.08%
Large Cap Value . . . 0.74% 0.10% 0.84% 0.11%
Large Cap Growth. . . 0.36% 0.03% 0.39% 0.03%
Mid Cap Value . . . . 0.80% 0.10% 0.90% 0.12%
Mid Cap Growth. . . . 0.82% 0.10% 0.92% 0.11%
Real Estate Equity. . 0.60% 0.10% 0.70% 0.10%
Small/Mid Cap CORE. . 0.80% 0.10% 0.90% 0.66%
Small/Mid Cap Growth 0.75% 0.10% 0.85% 0.10%
Small Cap Value . . . 0.80% 0.10% 0.90% 0.16%
Small Cap Growth. . . 0.75% 0.10% 0.85% 0.14%
Global Balanced** . . 0.85% 0.10% 0.95% 0.46%
International Equity
Index. . . . . . . . 0.16% 0.10% 0.26% 0.22%
International
Opportunities. . . . 0.87% 0.10% 0.97% 0.29%
Emerging Markets
Equity . . . . . . . 1.27% 0.10% 1.37% 2.17%
Short-Term Bond . . . 0.30% 0.10% 0.40% 0.13%
Bond Index. . . . . . 0.15% 0.10% 0.25% 0.20%
Active Bond** . . . . 0.25% 0.03% 0.28% 0.03%
Global Bond . . . . . 0.69% 0.10% 0.79% 0.15%
High Yield Bond . . . 0.65% 0.10% 0.75% 0.39%
Money Market. . . . . 0.25% 0.06% 0.31% 0.06%
</TABLE>

* John Hancock reimburses a fund when the fund's other operating 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".

The figures in the following chart for the funds of M Fund, Inc. are expressed
as percentages of each fund's average daily net assets for 1999 (rounded to two
decimal places). The percentages reflect the investment management fees
currently payable and the 1999 other operating expenses allocated to M Fund,
Inc.

<TABLE>
<CAPTION>
Other Total Fund Other Operating
Investment Operating Operating Expenses
Fund Name Management Fee Expenses Expenses Absent
- --------- -------------- --------- ---------- Reimbursement*
-----------------
<S> <C> <C> <C> <C>
Brandes International Equity. 0.96% 0.25% 1.21% %
Turner Core Growth . . . . . . 0.45% 0.25% 0.70% 0.95%
Frontier Capital Appreciation 0.90% 0.25% 1.15% %
Clifton Enhanced U.S. Equity** 0.55% 0.25% 0.80%
</TABLE>

* M Financial Advisers, Inc. reimburses a fund when the fund's other operating
expenses exceed 0.25% of the fund's average daily net assets.
** Clifton Enhanced U.S. Equity was formerly "Enhanced U.S. Equity".

13
<PAGE>

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.

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 25%
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.

Limitation on number of investment options

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

14
<PAGE>

Dollar cost averaging

This is a program of automatic monthly transfers out of the Money Market
investment option into one or more of the other variable investment options. You
choose the investment options and the dollar amount and timing of the transfers.
The program is designed to reduce the risks that result from market
fluctuations. It does this by spreading out the allocation of your money to
investment options over a longer period of time. This allows you to reduce the
risk of investing most of your money at a time when market prices are high.
Obviously, the success of this strategy depends on market trends and is not
guaranteed.

HOW CAN I ACCESS MY INVESTMENT IN THE POLICY?

Full surrender

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

Partial withdrawals of Excess Value

Under our current administrative rules, you may make a partial withdrawal of
your policy's Excess Value, if any, at any time after the first policy year (see
"Excess Value and its components" on page 6). Each partial withdrawal must be at
least $1,000. There is a $20 charge for each partial withdrawal. We will
automatically reduce the account value of your policy by the amount of the
withdrawal and the related charge. Each investment option will be reduced in the
same proportion as the account value is then allocated among them.

Policy loans

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

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

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

The minimum amount of each loan is $300, unless the loan is used to pay
premiums. The interest charged on any loan is an effective annual rate of 5.0%.
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

15
<PAGE>

will earn interest at an effective annual rate of 4.0% for the first 20 policy
years and 4.5% thereafter. However, if we determine that a loan will be treated
as a taxable distribution because of the differential between the loan interest
rate and the rate being credited on the special loan account, we reserve the
right to decrease the rate credited on the special loan account to a rate that
would, in our reasonable judgement, result in the transaction being treated as a
loan under Federal tax law.

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

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

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

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

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

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 your
"Guaranteed Death Benefit". In the policy, this may also be referred to as the
"Sum Insured."

When the insured person dies, we will pay the death benefit minus any
outstanding loans. There are 3 ways of calculating the death benefit. You choose
which one you want in the application. The three death benefit options are:

. Option 1 - The death benefit will equal the greater of (1) the
Guaranteed Death Benefit or (2) the minimum insurance amount under
the "guideline premium and cash value corridor test" (as described
below).

. Option 2 - The death benefit will equal the greater of (1) the
Guaranteed Death Benefit plus your policy's Excess Value (if any) on
the date of death, or (2) the minimum insurance amount under the
"guideline premium and cash value corridor test".

. Option 3 - The death benefit will equal the greater of (1) the
Guaranteed Death Benefit or (2) the minimum insurance amount under
the "cash value accumulation test" (as described below).

If neither Option 1 nor Option 2 meets your objectives, you may elect Option
3. If you elect Option 3 and your policy is issued in New York, we will issue a
special Option 3 endorsement to your policy. If your policy is issued in New
York and the insured person is less than age 20 at the time of application for
the policy, Option 3 will automatically apply and will remain applicable for the
life of the policy.

16
<PAGE>

For the same premium payments, the death benefit under Option 2 will tend to
be higher than the death benefit under Options 1 or 3. On the other hand, the
monthly insurance charge will be higher under Option 2 to compensate us for the
additional insurance risk. Because of that, the account value will tend to be
higher under Options 1 or 3 than under Option 2 for the same premium payments.

The minimum insurance amount

In order for a policy to qualify as life insurance under Federal tax law,
there has to be a minimum amount of insurance in relation to account value.
There are two tests that can be applied under Federal tax law. Death benefit
Options 1 and 2 use the "guideline premium and cash value corridor test" while
Option 3 uses the "cash value accumulation test." For Options 1 and 2, we
compute the minimum insurance amount each business day by multiplying the
account value on that date by the so-called "corridor factor" applicable on that
date. The corridor factors are derived by applying the "guideline premium and
cash value corridor test." The corridor factor starts out at 2.50 for ages at or
below 40 and decreases as attained age increases, reaching a low of 1.0 at age
95. A table showing the factor for each age will appear in the policy. For
Option 3, we compute the minimum insurance amount each business day by
multiplying the account value on that date by the so-called "death benefit
factor" applicable on that date. The death benefit factors are derived by
applying the "cash value accumulation test." The death benefit factor decreases
as attained age increases. A table showing the factor for each age will appear
in the policy.

HOW CAN I CHANGE MY POLICY'S INSURANCE COVERAGE?

Change of death benefit option

You may request to change your coverage from death benefit Option 1 to Option
2 or vice-versa. If you request a change from Option 1 to Option 2, we will
require evidence that the insured person still meets our requirements for
issuing coverage. This is because such a change increases our insurance risk
exposure. If you have chosen death benefit Option 3, you can never change to
either Option 1 or Option 2.

Partial surrenders

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

17
<PAGE>

Tax consequences

Please read "Tax considerations" starting on page 36 to learn about possible
tax consequences of changing your insurance coverage under the policy.

CAN I CANCEL MY POLICY AFTER IT'S ISSUED?

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

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

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

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

This is often referred to as the "free look" period. To cancel your policy,
simply deliver or mail the policy to us at one of the addresses shown on page 1,
or to the John Hancock representative who delivered the policy to you. Coverage
will be cancelled immediately as of the date of such mailing or delivery.

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

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

Choosing a payment option

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

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

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

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

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

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

18
<PAGE>

. 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.

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 35. 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.

19
<PAGE>

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 36.

HOW DO I COMMUNICATE WITH JOHN HANCOCK?

General Rules

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

Certain requests must be made in writing and be signed and dated by you,
except as discussed below under "Telephone Transactions.". They include the
following:

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

. transfers of account value among investment options

. change of allocation among investment options for new premium
payments

. change of death benefit option

. change of beneficiary

. election of payment option for policy proceeds

. tax withholding elections

. election of telephone transaction privilege

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

We have special forms that should be used for a number of the requests
mentioned above. You can obtain these forms from the John Hancock Life Servicing
Office or your John Hancock representative. Each communication to us must
include your name, your policy number and the name of the insured person. We
cannot process any request that doesn't include this required information. Any
communication that arrives after the close of our business day, or on a day that
is not a business day, will be considered "received" by us on the next following
business day.

20
<PAGE>

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 persons or entities that use programmed or frequent transfers among
investment options. For reasons such as that, we reserve the right to change our
telephone transaction policies or procedures at any time. We also reserve the
right to suspend or terminate the privilege altogether.

21
<PAGE>

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

The following tables illustrate the changes in death benefit, account value
and surrender value of the policy under certain hypothetical circumstances that
we assume solely for this purpose. Each table separately illustrates the
operation of a policy for a specified issue age, premium payment schedule and
Guaranteed Death Benefit. 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 -.71%, 5.25% and 11.21%. Investment return
reflects investment income and all realized and unrealized capital gains and
losses. The tables assume annual Required Premiums that are paid at the
beginning of each policy year for an insured person who is a 35 year old male
standard non-smoker underwriting risk when the policy is issued.

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

With respect to fees and expenses deducted from Series Fund assets, the
amounts shown in all tables reflect (1) investment management fees equivalent to
an effective annual rate of .60%, and (2) an assumed average asset charge for
all other Series Fund operating expenses equivalent to an effective annual rate
of .11%. These rates are the arithmetic average for all funds of the Series
Funds. In other words, they are based on the hypothetical assumption that policy
account values are allocated equally among the variable investment options. The
actual rates associated with any policy will vary depending upon the actual
allocation of policy values among the investment options. The charge shown above
for all other Trust operating expenses reflects reimbursements to certain funds
as described in the footnotes to the tables on page 13. 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 Required Premiums were
invested to earn interest, after taxes, at 5% compounded annually. This is not a
policy value. It is included for comparison purposes only.

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

22
<PAGE>

DEATH BENEFIT OPTION 1: LEVEL DEATH BENEFIT ILLUSTRATION ASSUMES CURRENT CHARGES
MALE, ISSUE AGE 35, STANDARD NONSMOKER UNDERWRITING RISK SUM INSURED AT ISSUE
(GUARANTEED DEATH BENEFIT): $100,000 $900 BASE POLICY PREMIUM (1)

<TABLE>
<CAPTION>
Death Benefit Account Value Surrender Value
----------------------------- ----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of: Annual Investment Return of: Annual Investment Return of:
Policy At 5% Interest ----------------------------- ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 945 $100,000 $100,000 $100,000 $ 324 $ 357 $ 390 $ 0 $ 0 $ 0
2 1,937 100,000 100,000 100,000 874 968 1,067 304 398 497
3 2,979 100,000 100,000 100,000 1,407 1,598 1,805 702 893 1,100
4 4,073 100,000 100,000 100,000 1,923 2,247 2,611 1,083 1,407 1,771
5 5,222 100,000 100,000 100,000 2,420 2,912 3,488 1,745 2,237 2,813
6 6,428 100,000 100,000 100,000 2,897 3,596 4,445 2,087 2,786 3,635
7 7,694 100,000 100,000 100,000 3,352 4,295 5,488 2,542 3,485 4,678
8 9,024 100,000 100,000 100,000 3,785 5,010 6,626 3,065 4,290 5,906
9 10,420 100,000 100,000 100,000 4,193 5,740 7,866 3,563 5,110 7,236
10 11,886 100,000 100,000 100,000 4,587 6,500 9,240 4,047 5,960 8,700
11 13,425 100,000 100,000 100,000 5,002 7,326 10,796 4,552 6,876 10,346
12 15,042 100,000 100,000 100,000 5,391 8,172 12,505 5,076 7,857 12,190
13 16,739 100,000 100,000 100,000 5,755 9,040 14,382 5,575 8,860 14,202
14 18,521 100,000 100,000 100,000 6,092 9,930 16,449 6,092 9,930 16,449
15 20,392 100,000 100,000 100,000 6,400 10,842 18,724 6,400 10,842 18,724
16 22,356 100,000 100,000 100,000 6,678 11,775 21,232 6,678 11,775 21,232
17 24,419 100,000 100,000 100,000 6,917 12,721 23,993 6,917 12,721 23,993
18 26,585 100,000 100,000 100,000 7,109 13,677 27,033 7,109 13,677 27,033
19 28,859 100,000 100,000 100,000 7,251 14,639 30,383 7,251 14,639 30,383
20 31,247 100,000 100,000 100,000 7,336 15,602 34,079 7,336 15,602 34,079
25 45,102 100,000 100,000 100,000 6,679 20,266 59,437 6,679 20,266 59,437
30 62,785 100,000 100,000 123,471 3,300 23,982 102,892 3,300 23,982 102,892
35 85,353 100,000 100,000 201,000 0 24,717 174,782 0 24,717 174,782
40 142,835 100,000 100,000 301,502 0 41,360 287,145 0 41,360 287,145
45 216,198 100,000 100,000 498,557 0 37,409 474,816 0 37,409 474,816
</TABLE>

- ---------
(1) Assumes annual premium payments of $900 per year until the premium
recalculation at age 70 and annual recalculated premium amounts thereafter. If
premiums are paid more frequently than annually, the above values shown would
be affected.
(2) Assumes payment of recalculated annual premium amounts of $5,705 after age
70. As indicated in note (3) below, the actual recalculated premium may be
lower or higher than this amount.
(3) Assumes payment of recalculated premiums after age 70 in annual amounts of
$8,404 at 0%, $5,705 at 6% and $0 at 12%, subject to any maximums required to
maintain the Policy's status for federal income tax purposes.

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

23
<PAGE>

DEATH BENEFIT OPTION 1: LEVEL DEATH BENEFIT ILLUSTRATION ASSUMES MAXIMUM CHARGES
MALE, ISSUE AGE 35, STANDARD NONSMOKER UNDERWRITING RISK SUM INSURED AT ISSUE
(GUARANTEED DEATH BENEFIT): $100,000 $900 BASE POLICY PREMIUM (1)

<TABLE>
<CAPTION>
Death Benefit Account Value Surrender Value
----------------------------- ----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of: Annual Investment Return of: Annual Investment Return of:
Policy At 5% Interest ----------------------------- ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 945 $100,000 $100,000 $100,000 $ 276 $ 307 $ 339 $ 0 $ 0 $ 0
2 1,937 100,000 100,000 100,000 779 867 960 9 97 190
3 2,979 100,000 100,000 100,000 1,266 1,443 1,636 361 538 731
4 4,073 100,000 100,000 100,000 1,736 2,035 2,372 696 995 1,332
5 5,222 100,000 100,000 100,000 2,186 2,641 3,173 1,011 1,466 1,998
6 6,428 100,000 100,000 100,000 2,618 3,262 4,046 1,308 1,952 2,736
7 7,694 100,000 100,000 100,000 3,028 3,896 4,995 1,818 2,686 3,785
8 9,024 100,000 100,000 100,000 3,417 4,542 6,029 2,297 3,422 4,909
9 10,420 100,000 100,000 100,000 3,781 5,200 7,153 2,851 4,270 6,223
10 11,886 100,000 100,000 100,000 4,131 5,883 8,397 3,591 5,343 7,857
11 13,425 100,000 100,000 100,000 4,454 6,577 9,756 4,004 6,127 9,306
12 15,042 100,000 100,000 100,000 4,749 7,282 11,241 4,434 6,967 10,926
13 16,739 100,000 100,000 100,000 5,016 7,997 12,868 4,836 7,817 12,688
14 18,521 100,000 100,000 100,000 5,252 8,722 14,650 5,252 8,722 14,650
15 20,392 100,000 100,000 100,000 5,455 9,454 16,604 5,455 9,454 16,604
16 22,356 100,000 100,000 100,000 5,623 10,193 18,748 5,623 10,193 18,748
17 24,419 100,000 100,000 100,000 5,748 10,931 21,102 5,748 10,931 21,102
18 26,585 100,000 100,000 100,000 5,826 11,665 23,685 5,826 11,665 23,685
19 28,859 100,000 100,000 100,000 5,851 12,390 26,523 5,851 12,390 26,523
20 31,247 100,000 100,000 100,000 5,814 13,096 29,641 5,814 13,096 29,641
25 45,102 100,000 100,000 100,000 4,471 16,143 50,807 4,471 16,143 50,807
30 62,785 100,000 100,000 104,334 164 17,365 86,945 164 17,365 86,945
35 85,353 100,000 100,000 169,891 ** 13,882 147,732 ** 13,882 147,732
40 149,565 100,000 100,000 253,548 ** 21,437 241,474 ** 21,437 241,474
45 231,518 100,000 100,000 418,124 ** ** 398,213 ** ** 398,213
</TABLE>

- ---------
(1) Assumes annual premium payments of $900 per year until the premium
recalculation at age 70 and annual recalculated premium amounts thereafter. If
premiums are paid more frequently than annually, the above values shown would
be affected.
(2) Assumes payment of recalculated annual premium amounts of $6,888 after age
70. As indicated in note (3) below, the actual recalculated premium may be
lower or higher than this amount.
(3) Assumes payment of recalculated premiums after age 70 in annual amounts of
$8,404 at 0%, $6,888 at 6% and $0 at 12%, subject to any maximums required to
maintain the Policy's status for federal income tax purposes.

24
<PAGE>

DEATH BENEFIT OPTION 2: VARIABLE DEATH BENEFIT ILLUSTRATION ASSUMES CURRENT
CHARGES
MALE, ISSUE AGE 35, STANDARD NONSMOKER UNDERWRITING RISK SUM INSURED AT ISSUE
(GUARANTEED DEATH BENEFIT): $100,000 $900 BASE POLICY PREMIUM (1)

<TABLE>
<CAPTION>
Death Benefit Account Value Surrender Value
----------------------------- ----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of: Annual Investment Return of: Annual Investment Return of:
Policy At 5% Interest ----------------------------- ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 945 $100,000 $100,000 $100,000 $ 324 $ 357 $ 390 $ 0 $ 0 $ 0
2 1,937 100,000 100,000 100,000 874 968 1,067 304 398 497
3 2,979 100,000 100,000 100,000 1,407 1,598 1,805 702 893 1,100
4 4,073 100,000 100,000 100,000 1,923 2,247 2,611 1,083 1,407 1,771
5 5,222 100,000 100,000 100,000 2,420 2,912 3,488 1,745 2,237 2,813
6 6,428 100,000 100,000 100,000 2,897 3,596 4,445 2,087 2,786 3,635
7 7,694 100,000 100,000 100,000 3,352 4,295 5,488 2,542 3,485 4,678
8 9,024 100,000 100,000 100,000 3,785 5,010 6,626 3,065 4,290 5,906
9 10,420 100,000 100,000 100,000 4,193 5,740 7,866 3,563 5,110 7,236
10 11,886 100,000 100,000 100,000 4,587 6,500 9,240 4,047 5,960 8,700
11 13,425 100,000 100,000 100,000 5,002 7,326 10,796 4,552 6,876 10,346
12 15,042 100,000 100,000 100,000 5,391 8,172 12,505 5,076 7,857 12,190
13 16,739 100,000 100,000 100,000 5,755 9,040 14,382 5,575 8,860 14,202
14 18,521 100,000 100,000 100,000 6,092 9,930 16,449 6,092 9,930 16,449
15 20,392 100,000 100,000 100,000 6,400 10,842 18,724 6,400 10,842 18,724
16 22,356 100,000 100,000 100,365 6,678 11,775 21,232 6,678 11,775 21,232
17 24,419 100,000 100,000 101,506 6,917 12,721 23,990 6,917 12,721 23,990
18 26,585 100,000 100,000 102,883 7,109 13,677 27,019 7,109 13,677 27,019
19 28,859 100,000 100,000 104,526 7,251 14,639 30,347 7,251 14,639 30,347
20 31,247 100,000 100,000 106,470 7,336 15,602 34,003 7,336 15,602 34,003
25 45,102 100,000 100,000 122,040 6,679 20,266 58,540 6,679 20,266 58,540
30 62,785 100,000 100,000 152,399 3,300 23,982 98,347 3,300 23,982 98,347
35 85,353 100,000 100,000 207,811 ** 24,717 163,240 ** 24,717 163,240
40 142,835 100,000 104,927 293,121 ** 39,249 266,178 ** 39,249 266,178
45 216,198 100,000 100,000 459,443 ** 33,365 437,565 ** 33,365 437,565
</TABLE>

- ---------
(1) Assumes annual premium payments of $900 per year until the premium
recalculation at age 70 and annual recalculated premium amounts thereafter. If
premiums are paid more frequently than annually, the above values shown would
be affected.
(2) Assumes payment of recalculated annual premium amounts of $5,705 after age
70. As indicated in note (3) below, the actual recalculated premium may be
lower or higher than this amount.
(3) Assumes payment of recalculated premiums after age 70 in annual amounts of
$8,404 at 0%, $5,705 at 6% and $0 at 12%, subject to any maximum required to
maintain the Policy's status for federal income tax purposes.

25
<PAGE>

DEATH BENEFIT OPTION 2: VARIABLE DEATH BENEFIT ILLUSTRATION ASSUMES MAXIMUM
CHARGES
MALE, ISSUE AGE 35, STANDARD NONSMOKER UNDERWRITING RISK SUM INSURED AT ISSUE
(GUARANTEED DEATH BENEFIT): $100,000 $900 BASE POLICY PREMIUM (1)

<TABLE>
<CAPTION>
Death Benefit Account Value Surrender Value
----------------------------- ----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of: Annual Investment Return of: Annual Investment Return of:
Policy At 5% Interest ----------------------------- ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 945 $100,000 $100,000 $100,000 $ 276 $ 307 $ 339 $ 0 $ 0 $ 0
2 1,937 100,000 100,000 100,000 779 867 960 9 97 190
3 2,979 100,000 100,000 100,000 1,266 1,443 1,636 361 538 731
4 4,073 100,000 100,000 100,000 1,736 2,035 2,372 696 995 1,332
5 5,222 100,000 100,000 100,000 2,186 2,641 3,173 1,011 1,466 1,998
6 6,428 100,000 100,000 100,000 2,618 3,262 4,046 1,308 1,952 2,736
7 7,694 100,000 100,000 100,000 3,028 3,896 4,995 1,818 2,686 3,785
8 9,024 100,000 100,000 100,000 3,417 4,542 6,029 2,297 3,422 4,909
9 10,420 100,000 100,000 100,000 3,781 5,200 7,153 2,851 4,270 6,223
10 11,886 100,000 100,000 100,000 4,131 5,883 8,397 3,591 5,343 7,857
11 13,425 100,000 100,000 100,000 4,454 6,577 9,756 4,004 6,127 9,306
12 15,042 100,000 100,000 100,000 4,749 7,282 11,241 4,434 6,967 10,926
13 16,739 100,000 100,000 100,000 5,016 7,997 12,868 4,836 7,817 12,688
14 18,521 100,000 100,000 100,000 5,252 8,722 14,650 5,252 8,722 14,650
15 20,392 100,000 100,000 100,000 5,455 9,454 16,604 5,455 9,454 16,604
16 22,356 100,000 100,000 100,000 5,623 10,193 18,748 5,623 10,193 18,748
17 24,419 100,000 100,000 100,000 5,748 10,931 21,102 5,748 10,931 21,102
18 26,585 100,000 100,000 100,000 5,826 11,665 23,685 5,826 11,665 23,685
19 28,859 100,000 100,000 100,701 5,851 12,390 26,522 5,851 12,390 26,522
20 31,247 100,000 100,000 102,100 5,814 13,096 29,634 5,814 13,096 29,634
25 45,102 100,000 100,000 113,875 4,471 16,143 50,374 4,471 16,143 50,374
30 62,785 100,000 100,000 137,741 164 17,365 83,690 164 17,365 83,690
35 85,353 100,000 100,000 182,088 ** 13,882 137,516 ** 13,882 137,516
40 149,565 100,000 100,000 248,471 ** 20,257 221,527 ** 20,257 221,527
45 231,518 100,000 100,000 381,835 ** ** 361,037 ** ** 361,037
</TABLE>

- ---------
(1) Assumes annual premium payments of $900 per year until the premium
recalculation at age 70 and annual recalculated premium amounts thereafter. If
premiums are paid more frequently than annually, the above values shown would
be affected.
(2) Assumes payment of recalculated annual premium amounts of $6,888 after age
70. As indicated in note (3) below, the actual recalculated premium may be
lower or higher than this amount.
(3) Assumes payment of recalculated premiums after age 70 in annual amounts of
$8,404 at 0%, $6,888 at 6% and $0 at 12%, subject to any maximums required to
maintain the Policy's status for federal income tax purposes.

26
<PAGE>

DEATH BENEFIT OPTION 3: LEVEL DEATH BENEFIT WITH GREATER FUNDING ILLUSTRATION
ASSUMES CURRENT CHARGES
MALE, ISSUE AGE 35, STANDARD NONSMOKER UNDERWRITING RISK SUM INSURED AT ISSUE
(GUARANTEED DEATH BENEFIT): $100,000 $900 BASE POLICY PREMIUM (1)

<TABLE>
<CAPTION>
Death Benefit Account Value Surrender Value
----------------------------- ----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of: Annual Investment Return of: Annual Investment Return of:
Policy At 5% Interest ----------------------------- ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 945 $100,000 $100,000 $100,000 $ 324 $ 357 $ 390 $ 0 $ 0 $ 0
2 1,937 100,000 100,000 100,000 874 968 1,067 304 398 497
3 2,979 100,000 100,000 100,000 1,407 1,598 1,805 702 893 1,100
4 4,073 100,000 100,000 100,000 1,923 2,247 2,611 1,083 1,407 1,771
5 5,222 100,000 100,000 100,000 2,420 2,912 3,488 1,745 2,237 2,813
6 6,428 100,000 100,000 100,000 2,897 3,596 4,445 2,087 2,786 3,635
7 7,694 100,000 100,000 100,000 3,352 4,295 5,488 2,542 3,485 4,678
8 9,024 100,000 100,000 100,000 3,785 5,010 6,626 3,065 4,290 5,906
9 10,420 100,000 100,000 100,000 4,193 5,740 7,866 3,563 5,110 7,236
10 11,886 100,000 100,000 100,000 4,587 6,500 9,240 4,047 5,960 8,700
11 13,425 100,000 100,000 100,000 5,002 7,326 10,796 4,552 6,876 10,346
12 15,042 100,000 100,000 100,000 5,391 8,172 12,505 5,076 7,857 12,190
13 16,739 100,000 100,000 100,000 5,755 9,040 14,382 5,575 8,860 14,202
14 18,521 100,000 100,000 100,000 6,092 9,930 16,449 6,092 9,930 16,449
15 20,392 100,000 100,000 100,000 6,400 10,842 18,724 6,400 10,842 18,724
16 22,356 100,000 100,000 100,000 6,678 11,775 21,232 6,678 11,775 21,232
17 24,419 100,000 100,000 100,000 6,917 12,721 23,993 6,917 12,721 23,993
18 26,585 100,000 100,000 100,000 7,109 13,677 27,033 7,109 13,677 27,033
19 28,859 100,000 100,000 100,000 7,251 14,639 30,383 7,251 14,639 30,383
20 31,247 100,000 100,000 100,000 7,336 15,602 34,079 7,336 15,602 34,079
25 45,102 100,000 100,000 115,101 6,679 20,266 59,236 6,679 20,266 59,236
30 62,785 100,000 100,000 168,245 3,300 23,982 98,852 3,300 23,982 98,852
35 85,353 100,000 100,000 241,076 0 24,717 159,273 0 24,717 159,273
40 142,835 100,000 100,000 334,189 16,380 49,388 244,147 16,380 49,388 244,147
45 216,198 100,000 103,913 465,318 31,311 82,301 368,539 31,311 82,301 368,539
</TABLE>

27
<PAGE>

DEATH BENEFIT OPTION 3: LEVEL DEATH BENEFIT WITH GREATER FUNDING ILLUSTRATION
ASSUMES MAXIMUM CHARGES
MALE, ISSUE AGE 35, STANDARD NONSMOKER UNDERWRITING RISK SUM INSURED AT ISSUE
(GUARANTEED DEATH BENEFIT): $100,000 $900 BASE POLICY PREMIUM (1)

<TABLE>
<CAPTION>
Death Benefit Account Value Surrender Value
----------------------------- ----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of: Annual Investment Return of: Annual Investment Return of:
Policy At 5% Interest ----------------------------- ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 945 $100,000 $100,000 $100,000 $ 276 $ 307 $ 339 $ 0 $ 0 $ 0
2 1,937 100,000 100,000 100,000 779 867 960 9 97 190
3 2,979 100,000 100,000 100,000 1,266 1,443 1,636 361 538 731
4 4,073 100,000 100,000 100,000 1,736 2,035 2,372 696 995 1,332
5 5,222 100,000 100,000 100,000 2,186 2,641 3,173 1,011 1,466 1,998
6 6,428 100,000 100,000 100,000 2,618 3,262 4,046 1,308 1,952 2,736
7 7,694 100,000 100,000 100,000 3,028 3,896 4,995 1,818 2,686 3,785
8 9,024 100,000 100,000 100,000 3,417 4,542 6,029 2,297 3,422 4,909
9 10,420 100,000 100,000 100,000 3,781 5,200 7,153 2,851 4,270 6,223
10 11,886 100,000 100,000 100,000 4,131 5,883 8,397 3,591 5,343 7,857
11 13,425 100,000 100,000 100,000 4,454 6,577 9,756 4,004 6,127 9,306
12 15,042 100,000 100,000 100,000 4,749 7,282 11,241 4,434 6,967 10,926
13 16,739 100,000 100,000 100,000 5,016 7,997 12,868 4,836 7,817 12,688
14 18,521 100,000 100,000 100,000 5,252 8,722 14,650 5,252 8,722 14,650
15 20,392 100,000 100,000 100,000 5,455 9,454 16,604 5,455 9,454 16,604
16 22,356 100,000 100,000 100,000 5,623 10,193 18,748 5,623 10,193 18,748
17 24,419 100,000 100,000 100,000 5,748 10,931 21,102 5,748 10,931 21,102
18 26,585 100,000 100,000 100,000 5,826 11,665 23,685 5,826 11,665 23,685
19 28,859 100,000 100,000 100,000 5,851 12,390 26,523 5,851 12,390 26,523
20 31,247 100,000 100,000 100,000 5,814 13,096 29,641 5,814 13,096 29,641
25 45,102 100,000 100,000 100,000 4,471 16,143 50,805 4,471 16,143 50,805
30 62,785 100,000 100,000 144,070 164 17,365 84,648 164 17,365 84,648
35 85,353 100,000 100,000 205,819 0 13,882 135,980 0 13,882 135,980
40 149,565 100,000 100,000 282,037 6,865 35,817 206,047 6,865 35,817 206,047
45 231,518 100,000 100,000 387,897 12,250 61,427 307,221 12,250 61,427 307,221
</TABLE>

- ---------
(1) Assumes annual premium payments of $900 per year until the premium
recalculation at age 70 and annual recalculated premium amounts thereafter. If
premiums are paid more frequently than annually, the above values shown would
be affected.
(2) Assumes payment of recalculated annual premium amounts of $6,888 after age
70. As indicated in note (3) below, the actual recalculated premium may be
lower or higher than this amount.
(3) Assumes payment of recalculated premiums after age 70 in annual amounts of
$8,404 at 0%, $6,888 at 6% and $0 at 12%.

28
<PAGE>

ADDITIONAL INFORMATION

This section of the prospectus provides additional detailed information that
is not contained in the Basic Information section on pages 3 through 21.

<TABLE>
<CAPTION>
CONTENTS OF THIS SECTION BEGINNING ON PAGE
- ------------------------ -----------------
<S> <C>
Description of John Hancock ................. 30
How we support the policy and investment options 30
Procedures for issuance of a policy......... 31
Commencement of investment performance...... 32
How we process certain policy transactions.. 32
Effects of policy loans..................... 34
How we calculate "basic policy value"....... 34
Additional information about how certain policy charges 34
work........................................
How we market the policies.................. 35
Tax considerations.......................... 36
Reports that you will receive............... 38
Voting privileges that you will have........ 38
Changes that John Hancock can make as to your policy 39
Adjustments we make to death benefits....... 39
When we pay policy proceeds................. 40
Other details about exercising rights and paying benefits 40
Legal matters............................... 40
Registration statement filed with the SEC... 41
Accounting and actuarial experts............ 41
Financial statements of John Hancock and the Account 41
List of Directors and Executive Officers of John Hancock 42
</TABLE>

29
<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 the end of
1998, our assets were approximately $67 billion.

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

HOW WE SUPPORT THE POLICY AND INVESTMENT OPTIONS

Separate Account UV

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

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

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

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

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

30
<PAGE>

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

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

PROCEDURES FOR ISSUANCE OF A POLICY

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

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

Commencement of insurance coverage

After you apply for a policy, it can sometimes take up to several weeks for us
to gather and evaluate all the information we need to decide whether to issue a
policy to you and, if so, what the insured person's rate class should be. After
we approve an application for a policy and assign an appropriate insurance rate
class, we will prepare the policy for delivery. We will not pay a death benefit
under a policy unless the policy is in effect when the insured person dies
(except for the circumstances described under "Temporary insurance coverage
prior to policy delivery" on page 32).

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

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

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

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

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

Backdating

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

The conditions for coverage described above under "Commencement of insurance
coverage" must still be satisfied, but in a backdating situation the

31
<PAGE>

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

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

HOW WE PROCESS CERTAIN POLICY TRANSACTIONS

Premium payments

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

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

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

(3) If the first Required 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 first
Required Premium is received.

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

(5) If we receive any premium payment that 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

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

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

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

32
<PAGE>

Transfers among investment options

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

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.

Dollar cost averaging

Scheduled transfers under this option may be made from the Money Market
investment option to not more than nine other variable investment options.
However, the amount transferred to any one investment option must be at least
$100.

Once we receive the election in form satisfactory to us at our Life Servicing
Office, transfers will begin on the second monthly deduction date following its
receipt. If you have any questions with respect to this provision, call
1-800-521-1234.

Once elected, the scheduled monthly transfer option will remain in effect for
so long as you have at least $2,500 of your account value in the Money Market
investment option, or until we receive written notice from you of cancellation
of the option or notice of the death of the insured person. We reserve the right
to modify, terminate or suspend the dollar cost averaging program at any time.

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

A change of death benefit option is effective on the policy anniversary on or
next following the date we approve the request.

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

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

33
<PAGE>

EFFECTS OF POLICY LOANS

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

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

Whenever the outstanding loan exceeds the surrender value of the policy, the
policy will terminate 31 days after we have mailed notice of termination to you
(and to any assignee of record at such assignee's last known address) specifying
the minimum amount that must be paid to avoid termination, unless a repayment of
at least the amount specified is made within that period.

HOW WE CALCULATE BASIC ACCOUNT VALUE

"Basic account value" is discussed generally under "Is there a minimum amount
I must invest?" beginning on page 5. More specifically, the basic account value
at any time is what the policy's account value would have been at that time if
(1) level annual premiums (and no additional premiums) had been paid in the
amount of the maximum guaranteed recalculation premium at issue and earned a
constant net return of 4% per annum and (2) the cost of insurance charges had
been deducted at the maximum rates set forth in the policy, and no other
charges. The maximum guaranteed recalculation premium at issue is described
under "Premium recalculation" and its amount is specified in each policy.

Notwithstanding the foregoing, if there is a policy loan outstanding, the
basic account value will not be less than 110% of the outstanding loan. Also, in
all cases where optional rider benefits have been selected, or the insured
person is in a substandard risk category, an additional amount will be added in
computing the basic account value to cover these items through the end of the
then-current policy year.

ADDITIONAL INFORMATION ABOUT HOW CERTAIN POLICY CHARGES WORK

Sales expenses and related charges

The sales charges (i.e., the premium sales charge and the CDSC) help to
compensate us for the cost of selling our policies. (See "What charges will John
Hancock deduct from my investment in the policy?" in the Basic Information
section of this prospectus.) The amount of the charges in any policy year does
not specifically correspond to sales expenses for that year. We expect to
recover our total sales expenses over the life of the policies. To the extent
that the 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 35.)

Effect of premium payment pattern

You may structure the timing and amount of premium payments to minimize the
sales charges, although doing so involves certain risks. Paying more than one
Required Premium in any policy year could reduce your total sales charges. For
example, if you paid a Required Premium of $1,000 in each of the first two
policy years, you would pay total premium sales charges of $100. If instead you
paid $2,000 (i.e., two times the Required Premium amount) in the first policy
year, you would pay total premium sales charges of only $50. Accelerating the
payment of Required Premiums to earlier policy years could result in a larger
CDSC and/or cause aggregate premiums paid to exceed the policy's 7-pay premium
limit and, as a result, cause the policy to become a modified endowment, with
adverse tax consequences to you upon receipt of policy distributions. (See "Tax

34
<PAGE>

consequences" beginning on page 36.) On the other hand, to pay less than the
amount of Required Premiums by their due dates runs the risk that the policy
will lapse, resulting in loss of coverage and additional charges.

Monthly charges

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

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

Reduced charges for eligible classes

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

HOW WE MARKET THE POLICIES

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

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

Signator's representatives are compensated for sales of the policies on a
commission and service fee basis by Signator, and John Hancock reimburses
Signator for such compensation and for other direct

35
<PAGE>

and indirect expenses (including agency expense allowances, general agent,
district manager and supervisor's compensation, agent's training allowances,
deferred compensation and insurance benefits of agents, general agents, district
managers and supervisors, agency office clerical expenses and advertising)
actually incurred in connection with the marketing and sale of the policies.

The maximum commission payable to a Signator representative for selling a
policy is 50% of the base policy premiums (prior to any premium recalculation)
that would be payable in the first policy year, 8% of the such premiums payable
in the second through fourth policy years, and 3% of any such premiums received
by us in each policy year thereafter. The maximum commission on any premium paid
in any policy year in excess of such base policy 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 be paid on a
different basis. Representatives who meet certain productivity and persistency
standards with respect to the sale of policies issued by John Hancock and its
affiliates will be eligible for additional compensation.

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

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

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

TAX CONSIDERATIONS

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

Policy proceeds

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

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

36
<PAGE>

purposes if you assign all or part of your policy rights or change your policy's
ownership.

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

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

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

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

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

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

7-pay premium limit

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

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

The owner will be taxed on distributions and loans from a "modified endowment"
to the extent of any income (gain) to the owner (on an income-first basis). The
distributions and loans affected will be those made on or after, and within the
two year period prior to, the time the policy becomes a modified endowment.
Additionally, a 10% penalty tax may be imposed on taxable portions of such
distributions or loans that are made before the owner attains age 591/2.

37
<PAGE>

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

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

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

Corporate and H.R. 10 plans

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

REPORTS THAT YOU WILL RECEIVE

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

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

VOTING PRIVILEGES THAT YOU WILL HAVE

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

We determine the number of a fund's shares held in a subaccount attributable
to each owner by dividing the amount of a policy's account value held

38
<PAGE>

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

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 Series Fund or the Account

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

Other permissible changes

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

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

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

. Combining or removing investment options

. Changes in the form of organization of any separate account

Any such changes will be made only to the extent permitted by applicable laws
and only in the manner permitted by such laws. When required by law, we 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.

39
<PAGE>

WHEN WE PAY POLICY PROCEEDS

General

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

Delay to challenge coverage

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

Delay for check clearance

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

Delay of separate account proceeds

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

OTHER DETAILS ABOUT EXERCISING RIGHTS AND PAYING BENEFITS

Joint ownership

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

Assigning your policy

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

Your beneficiary

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,

40
<PAGE>

Washington, D.C., have advised us on certain Federal securities law matters in
connection with the policies.

REGISTRATION STATEMENT FILED WITH THE SEC

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

ACCOUNTING AND ACTUARIAL EXPERTS

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

41
<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 and Chief Executive Officer, John
Hancock
David F. D'Alessandro President, Chief Operations Officer and Chief Executive
Officer-Elect, 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)
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
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.

42
<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

43
<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.

44
<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.

45
<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.

46
<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.

47
<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

48
<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.

49
<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

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
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.

51
<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 21/2% to 6%, and using principally the net
level premium method for policies issued prior to 1978 and a modified
preliminary term method for policies issued in 1979 and later. Annuity and
supplementary contracts with life contingency reserves are based principally on
modifications of the 1937 Standard Annuity Table, the Group Annuity Mortality
Tables for 1951, 1971 and 1983, the 1971 Individual Annuity Mortality Table and
the a-1983 Individual Annuity Mortality Table, with interest rates generally
ranging from 2% to 83/4%.

52
<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.

53
<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>

54
<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>

55
<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.

56
<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> <S> <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.

57
<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

58
<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

59
<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.

60
<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>

61
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 8--BENEFITS PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS--CONTINUED
The assumptions used in accounting for the benefit plans were as follows:

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

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

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

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

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

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

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).

62
<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

63
<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:

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

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

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

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

64
<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

65
<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.

66
<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:

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

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

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.

67
<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.

68
<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

69
<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.

70
<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.

71
<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.

72
<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.

73
<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.

74
<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.

75
<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>

<TABLE>
<CAPTION>
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
(decrease) in net
assets resulting from
operations . . . . . $(119,630) $ (75,252) $ 99,582 $766,038 $317,650 $ (5,445)
========= ========= ======== ======== ======== ========
</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>
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
(decrease) 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 . 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.

77
<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>

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

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

See accompanying notes.

78
<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
---------------------------------------------------------------
1999 1998 1997
--------------------------------------- ---------- -----------
------------------------------------------------------------------
<S> <C> <C> <C>
Increase (decrease) in
net assets from
operations:
Net investment income
(loss). . . . . . . $ 200,569 $ 734,599 $ 186,725
Net realized gain . 62,140 52,891 50,829
Net unrealized
appreciation
(depreciation)
during the period . 1,295,768 13,239 (463,778)
-------------------------------------- ---------- ----------
Net increase
(decrease) in net
assets resulting from
operations . . . . . 1,558,477 800,729 (226,224)
From policyholder
transactions:
Net premiums from
policyholders . . . 1,634,643 1,489,281 1,504,962
Net benefits to
policyholders . . . (1,119,500) (269,586) (199,118)
Net increase in
policy loans . . . -- -- --
-------------------------------------- ---------- ----------
Net increase in net
assets resulting from
policyholder
transactions . . . . 515,143 141,969 427,597
-------------------------------------- ---------- ----------
Net increase in net
assets . . . . . . . 2,073,620 942,698 201,373
Net assets at
beginning of period 5,107,374 4,164,676 3,963,303
-------------------------------------- ---------- ----------
Net assets at end of
period . . . . . . . $ 7,180,994 $5,107,374 $4,164,676
====================================== ========== ==========
<CAPTION>
SMALL CAP GROWTH SUBACCOUNT
------------------------------------------------------
1999 1998 1997
------------------------------ ----------- ------------
---------------------------------------------------------
<S> <C> <C> <C>
Increase (decrease) in
net assets from
operations:
Net investment income $ 527,624 $ (8,233) $ (3,795)
(loss). . . . . . .
Net realized gain . 48,210 21,741 6,475
Net unrealized
appreciation 1,125,829 204,674 92,108
(depreciation) ---------------------------- ---------- ---------
during the period .
Net increase 1,701,663 218,182 94,788
(decrease) in net
assets resulting from
operations . . . . .
From policyholder
transactions:
Net premiums from 1,398,160 891,480 809,492
policyholders . . .
Net benefits to (390,180) -- --
policyholders . . .
Net increase in
policy loans . . . -- -- --
---------------------------- ---------- ---------
Net increase in net
assets resulting from 1,007,980 621,894 610,374
policyholder ---------------------------- ---------- ---------
transactions . . . .
Net increase in net 2,709,643 840,076 705,162
assets . . . . . . .
Net assets at
beginning of period 1,802,291 962,215 257,053
---------------------------- ---------- ---------
Net assets at end of
period . . . . . . . $ 4,511,934 $1,802,291 $ 962,215
============================ ========== =========
</TABLE>

See accompanying notes.

79
<PAGE>

PROSPECTUS DATED MAY 1, 2000

FLEX-V2

a scheduled 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:

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

GUIDE TO THIS PROSPECTUS

This prospectus is arranged in the following way:

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

. Behind the Basic Information section are illustrations of
hypothetical policy benefits that help clarify how the policy works.
These start on page 22.

. Behind the Additional Information section are the financial
statements for John Hancock and Separate Account UV. These start on
page 43.

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

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

2
<PAGE>

BASIC INFORMATION

3
<PAGE>

WHAT IS THE POLICY?

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

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

. Borrow amounts you have in the investment options

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

. Change the beneficiary who will receive the death benefit

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

. Reduce the amount of insurance by surrendering part of the policy

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

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

WHO OWNS THE POLICY?

HOW CAN I INVEST MONEY IN THE POLICY?

Premium Payments

4
<PAGE>

Maximum premium payments

Also, we may refuse to accept any amount of an additional premium if:

. that amount of premium would cause the cumulative premiums you have
paid to date to exceed the cumulative scheduled premiums due to date
under the policy.

In no event, however, will we refuse to accept any premium necessary to prevent
the policy from terminating.

Ways to pay premiums

We will also accept premiums:

. by wire or by exchange from another insurance company,

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

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

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

IS THERE A MINIMUM AMOUNT I MUST INVEST?

Required Premiums

The Policy Specifications page of your policy will show the "Required Premium"
for the policy. In the policy application, you will choose one of the following
"modes" of premium

5
<PAGE>

payment -- annual, semi-annual, quarterly or monthly. We make no additional
charge for any of these choices of payment mode. You can request that we change
your payment mode at any time.

Excess Value and its components

Lapse

6
<PAGE>

Options on Lapse

Reinstatement

Amount of Required Premiums

7
<PAGE>

Premium recalculation

8
<PAGE>

- ---------
* Mandatory premium recalculation if you do not choose earlier date.

The amount of any account value that is considered Excess Value under your
policy may increase or decrease as a result of a premium recalculation. See
"Excess Value and its components" above

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.

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

. the amount you invested,

9
<PAGE>

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

. minus all charges we deduct, and

. minus all withdrawals you have made.

If you take a loan on the policy, however, your account value will be computed
somewhat differently. This is discussed beginning on page 15.

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.

Deductions from account value

. Issue charge - A monthly charge to help defray our administrative costs.
--------------
This is a flat dollar charge of $20 and is deducted only during the first
policy year.

. Maintenance charge - A monthly charge to help defray our administrative
--------------------
costs. This is a flat dollar charge of up to $8 (currently $6).

10
<PAGE>

11
<PAGE>

. Partial withdrawal charge - A charge of $20 for each partial withdrawal
---------------------------
of Excess Value to compensate us for the administrative expenses of
processing the withdrawal.

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

The figures in the following chart for the funds of the Trust are expressed as
percentages of each fund's average daily net assets for 1999 (rounded to two
decimal places). The percentages

12
<PAGE>

reflect the investment management fees that were payable for 1999 and the 1999
other operating expenses that would have been allocated to the funds under the
allocation rules currently in effect.

13
<PAGE>

WHAT OTHER CHARGES COULD JOHN HANCOCK IMPOSE IN THE FUTURE?

HOW CAN I CHANGE MY POLICY'S INVESTMENT ALLOCATIONS?

Future premium payments

Transfers of existing account value

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

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

. The most you can transfer at any one time is the greater of $500 or 25%
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.

Limitation on number of investment options

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

14
<PAGE>

Dollar cost averaging

HOW CAN I ACCESS MY INVESTMENT IN THE POLICY?

Full surrender

Partial withdrawals of Excess Value

Policy loans

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

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

15
<PAGE>

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

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

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

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

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

. Option 3 - The death benefit will equal the greater of (1) the
Guaranteed Death Benefit or (2) the minimum insurance amount under
the "cash value accumulation test" (as described below).

16
<PAGE>

The minimum insurance amount

HOW CAN I CHANGE MY POLICY'S INSURANCE COVERAGE?

Change of death benefit option

Partial surrenders

17
<PAGE>

Tax consequences

Please read "Tax considerations" starting on page 36 to learn about possible
tax consequences of changing your insurance coverage under the policy.

CAN I CANCEL MY POLICY AFTER IT'S ISSUED?

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

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

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

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

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

Choosing a payment option

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

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

. 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

18
<PAGE>

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

Changing a payment option

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

Tax impact

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

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

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

State law insurance requirements

Variations in expenses or risks

HOW WILL MY POLICY BE TREATED FOR INCOME TAX PURPOSES?

19
<PAGE>

For further information about the tax consequences of owning a policy, please
read "Tax considerations" beginning on page 36.

HOW DO I COMMUNICATE WITH JOHN HANCOCK?

General Rules

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

Certain requests must be made in writing and be signed and dated by you,
except as discussed below under "Telephone Transactions.". They include the
following:

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

. transfers of account value among investment options

. change of allocation among investment options for new premium
payments

. change of death benefit option

. change of beneficiary

. election of payment option for policy proceeds

. tax withholding elections

. election of telephone transaction privilege

20
<PAGE>

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

21
<PAGE>

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

22
<PAGE>

23
<PAGE>

<TABLE>
<CAPTION>
Death Benefit Account Value Surrender Value
----------------------------- ----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of: Annual Investment Return of: Annual Investment Return of:
Policy At 5% Interest ----------------------------- ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 945 $100,000 $100,000 $100,000 $ 276 $ 307 $ 339 $ 0 $ 0 $ 0
2 1,937 100,000 100,000 100,000 779 867 960 9 97 190
3 2,979 100,000 100,000 100,000 1,266 1,443 1,636 361 538 731
4 4,073 100,000 100,000 100,000 1,736 2,035 2,372 696 995 1,332
5 5,222 100,000 100,000 100,000 2,186 2,641 3,173 1,011 1,466 1,998
6 6,428 100,000 100,000 100,000 2,618 3,262 4,046 1,308 1,952 2,736
7 7,694 100,000 100,000 100,000 3,028 3,896 4,995 1,818 2,686 3,785
8 9,024 100,000 100,000 100,000 3,417 4,542 6,029 2,297 3,422 4,909
9 10,420 100,000 100,000 100,000 3,781 5,200 7,153 2,851 4,270 6,223
10 11,886 100,000 100,000 100,000 4,131 5,883 8,397 3,591 5,343 7,857
11 13,425 100,000 100,000 100,000 4,454 6,577 9,756 4,004 6,127 9,306
12 15,042 100,000 100,000 100,000 4,749 7,282 11,241 4,434 6,967 10,926
13 16,739 100,000 100,000 100,000 5,016 7,997 12,868 4,836 7,817 12,688
14 18,521 100,000 100,000 100,000 5,252 8,722 14,650 5,252 8,722 14,650
15 20,392 100,000 100,000 100,000 5,455 9,454 16,604 5,455 9,454 16,604
16 22,356 100,000 100,000 100,000 5,623 10,193 18,748 5,623 10,193 18,748
17 24,419 100,000 100,000 100,000 5,748 10,931 21,102 5,748 10,931 21,102
18 26,585 100,000 100,000 100,000 5,826 11,665 23,685 5,826 11,665 23,685
19 28,859 100,000 100,000 100,000 5,851 12,390 26,523 5,851 12,390 26,523
20 31,247 100,000 100,000 100,000 5,814 13,096 29,641 5,814 13,096 29,641
25 45,102 100,000 100,000 100,000 4,471 16,143 50,807 4,471 16,143 50,807
30 62,785 100,000 100,000 104,334 164 17,365 86,945 164 17,365 86,945
35 85,353 100,000 100,000 169,891 ** 13,882 147,732 ** 13,882 147,732
40 149,565 100,000 100,000 253,548 ** 21,437 241,474 ** 21,437 241,474
45 231,518 100,000 100,000 418,124 ** ** 398,213 ** ** 398,213
</TABLE>

- ---------
(1) Assumes annual premium payments of $900 per year until the premium
recalculation at age 70 and annual recalculated premium amounts thereafter. If
premiums are paid more frequently than annually, the above values shown would
be affected.
(2) Assumes payment of recalculated annual premium amounts of $6,888 after age
70. As indicated in note (3) below, the actual recalculated premium may be
lower or higher than this amount.
(3) Assumes payment of recalculated premiums after age 70 in annual amounts of
$8,404 at 0%, $6,888 at 6% and $0 at 12%, subject to any maximums required to
maintain the Policy's status for federal income tax purposes.

24
<PAGE>

<TABLE>
<CAPTION>
Death Benefit Account Value Surrender Value
----------------------------- ----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of: Annual Investment Return of: Annual Investment Return of:
Policy At 5% Interest ----------------------------- ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 945 $100,000 $100,000 $100,000 $ 324 $ 357 $ 390 $ 0 $ 0 $ 0
2 1,937 100,000 100,000 100,000 874 968 1,067 304 398 497
3 2,979 100,000 100,000 100,000 1,407 1,598 1,805 702 893 1,100
4 4,073 100,000 100,000 100,000 1,923 2,247 2,611 1,083 1,407 1,771
5 5,222 100,000 100,000 100,000 2,420 2,912 3,488 1,745 2,237 2,813
6 6,428 100,000 100,000 100,000 2,897 3,596 4,445 2,087 2,786 3,635
7 7,694 100,000 100,000 100,000 3,352 4,295 5,488 2,542 3,485 4,678
8 9,024 100,000 100,000 100,000 3,785 5,010 6,626 3,065 4,290 5,906
9 10,420 100,000 100,000 100,000 4,193 5,740 7,866 3,563 5,110 7,236
10 11,886 100,000 100,000 100,000 4,587 6,500 9,240 4,047 5,960 8,700
11 13,425 100,000 100,000 100,000 5,002 7,326 10,796 4,552 6,876 10,346
12 15,042 100,000 100,000 100,000 5,391 8,172 12,505 5,076 7,857 12,190
13 16,739 100,000 100,000 100,000 5,755 9,040 14,382 5,575 8,860 14,202
14 18,521 100,000 100,000 100,000 6,092 9,930 16,449 6,092 9,930 16,449
15 20,392 100,000 100,000 100,000 6,400 10,842 18,724 6,400 10,842 18,724
16 22,356 100,000 100,000 100,365 6,678 11,775 21,232 6,678 11,775 21,232
17 24,419 100,000 100,000 101,506 6,917 12,721 23,990 6,917 12,721 23,990
18 26,585 100,000 100,000 102,883 7,109 13,677 27,019 7,109 13,677 27,019
19 28,859 100,000 100,000 104,526 7,251 14,639 30,347 7,251 14,639 30,347
20 31,247 100,000 100,000 106,470 7,336 15,602 34,003 7,336 15,602 34,003
25 45,102 100,000 100,000 122,040 6,679 20,266 58,540 6,679 20,266 58,540
30 62,785 100,000 100,000 152,399 3,300 23,982 98,347 3,300 23,982 98,347
35 85,353 100,000 100,000 207,811 ** 24,717 163,240 ** 24,717 163,240
40 142,835 100,000 104,927 293,121 ** 39,249 266,178 ** 39,249 266,178
45 216,198 100,000 100,000 459,443 ** 33,365 437,565 ** 33,365 437,565
</TABLE>

- ---------
(1) Assumes annual premium payments of $900 per year until the premium
recalculation at age 70 and annual recalculated premium amounts thereafter. If
premiums are paid more frequently than annually, the above values shown would
be affected.
(2) Assumes payment of recalculated annual premium amounts of $5,705 after age
70. As indicated in note (3) below, the actual recalculated premium may be
lower or higher than this amount.
(3) Assumes payment of recalculated premiums after age 70 in annual amounts of
$8,404 at 0%, $5,705 at 6% and $0 at 12%, subject to any maximum required to
maintain the Policy's status for federal income tax purposes.

25
<PAGE>

<TABLE>
<CAPTION>
Death Benefit Account Value Surrender Value
----------------------------- ----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of: Annual Investment Return of: Annual Investment Return of:
Policy At 5% Interest ----------------------------- ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 945 $100,000 $100,000 $100,000 $ 276 $ 307 $ 339 $ 0 $ 0 $ 0
2 1,937 100,000 100,000 100,000 779 867 960 9 97 190
3 2,979 100,000 100,000 100,000 1,266 1,443 1,636 361 538 731
4 4,073 100,000 100,000 100,000 1,736 2,035 2,372 696 995 1,332
5 5,222 100,000 100,000 100,000 2,186 2,641 3,173 1,011 1,466 1,998
6 6,428 100,000 100,000 100,000 2,618 3,262 4,046 1,308 1,952 2,736
7 7,694 100,000 100,000 100,000 3,028 3,896 4,995 1,818 2,686 3,785
8 9,024 100,000 100,000 100,000 3,417 4,542 6,029 2,297 3,422 4,909
9 10,420 100,000 100,000 100,000 3,781 5,200 7,153 2,851 4,270 6,223
10 11,886 100,000 100,000 100,000 4,131 5,883 8,397 3,591 5,343 7,857
11 13,425 100,000 100,000 100,000 4,454 6,577 9,756 4,004 6,127 9,306
12 15,042 100,000 100,000 100,000 4,749 7,282 11,241 4,434 6,967 10,926
13 16,739 100,000 100,000 100,000 5,016 7,997 12,868 4,836 7,817 12,688
14 18,521 100,000 100,000 100,000 5,252 8,722 14,650 5,252 8,722 14,650
15 20,392 100,000 100,000 100,000 5,455 9,454 16,604 5,455 9,454 16,604
16 22,356 100,000 100,000 100,000 5,623 10,193 18,748 5,623 10,193 18,748
17 24,419 100,000 100,000 100,000 5,748 10,931 21,102 5,748 10,931 21,102
18 26,585 100,000 100,000 100,000 5,826 11,665 23,685 5,826 11,665 23,685
19 28,859 100,000 100,000 100,701 5,851 12,390 26,522 5,851 12,390 26,522
20 31,247 100,000 100,000 102,100 5,814 13,096 29,634 5,814 13,096 29,634
25 45,102 100,000 100,000 113,875 4,471 16,143 50,374 4,471 16,143 50,374
30 62,785 100,000 100,000 137,741 164 17,365 83,690 164 17,365 83,690
35 85,353 100,000 100,000 182,088 ** 13,882 137,516 ** 13,882 137,516
40 149,565 100,000 100,000 248,471 ** 20,257 221,527 ** 20,257 221,527
45 231,518 100,000 100,000 381,835 ** ** 361,037 ** ** 361,037
</TABLE>

- ---------
(1) Assumes annual premium payments of $900 per year until the premium
recalculation at age 70 and annual recalculated premium amounts thereafter. If
premiums are paid more frequently than annually, the above values shown would
be affected.
(2) Assumes payment of recalculated annual premium amounts of $6,888 after age
70. As indicated in note (3) below, the actual recalculated premium may be
lower or higher than this amount.
(3) Assumes payment of recalculated premiums after age 70 in annual amounts of
$8,404 at 0%, $6,888 at 6% and $0 at 12%, subject to any maximums required to
maintain the Policy's status for federal income tax purposes.

26
<PAGE>

<TABLE>
<CAPTION>
Death Benefit Account Value Surrender Value
----------------------------- ----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of: Annual Investment Return of: Annual Investment Return of:
Policy At 5% Interest ----------------------------- ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 945 $100,000 $100,000 $100,000 $ 324 $ 357 $ 390 $ 0 $ 0 $ 0
2 1,937 100,000 100,000 100,000 874 968 1,067 304 398 497
3 2,979 100,000 100,000 100,000 1,407 1,598 1,805 702 893 1,100
4 4,073 100,000 100,000 100,000 1,923 2,247 2,611 1,083 1,407 1,771
5 5,222 100,000 100,000 100,000 2,420 2,912 3,488 1,745 2,237 2,813
6 6,428 100,000 100,000 100,000 2,897 3,596 4,445 2,087 2,786 3,635
7 7,694 100,000 100,000 100,000 3,352 4,295 5,488 2,542 3,485 4,678
8 9,024 100,000 100,000 100,000 3,785 5,010 6,626 3,065 4,290 5,906
9 10,420 100,000 100,000 100,000 4,193 5,740 7,866 3,563 5,110 7,236
10 11,886 100,000 100,000 100,000 4,587 6,500 9,240 4,047 5,960 8,700
11 13,425 100,000 100,000 100,000 5,002 7,326 10,796 4,552 6,876 10,346
12 15,042 100,000 100,000 100,000 5,391 8,172 12,505 5,076 7,857 12,190
13 16,739 100,000 100,000 100,000 5,755 9,040 14,382 5,575 8,860 14,202
14 18,521 100,000 100,000 100,000 6,092 9,930 16,449 6,092 9,930 16,449
15 20,392 100,000 100,000 100,000 6,400 10,842 18,724 6,400 10,842 18,724
16 22,356 100,000 100,000 100,000 6,678 11,775 21,232 6,678 11,775 21,232
17 24,419 100,000 100,000 100,000 6,917 12,721 23,993 6,917 12,721 23,993
18 26,585 100,000 100,000 100,000 7,109 13,677 27,033 7,109 13,677 27,033
19 28,859 100,000 100,000 100,000 7,251 14,639 30,383 7,251 14,639 30,383
20 31,247 100,000 100,000 100,000 7,336 15,602 34,079 7,336 15,602 34,079
25 45,102 100,000 100,000 115,101 6,679 20,266 59,236 6,679 20,266 59,236
30 62,785 100,000 100,000 168,245 3,300 23,982 98,852 3,300 23,982 98,852
35 85,353 100,000 100,000 241,076 0 24,717 159,273 0 24,717 159,273
40 142,835 100,000 100,000 334,189 16,380 49,388 244,147 16,380 49,388 244,147
45 216,198 100,000 103,913 465,318 31,311 82,301 368,539 31,311 82,301 368,539
</TABLE>

27
<PAGE>

<TABLE>
<CAPTION>
Death Benefit Account Value Surrender Value
----------------------------- ----------------------------- -----------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of: Annual Investment Return of: Annual Investment Return of:
Policy At 5% Interest ----------------------------- ----------------------------- -----------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------- -------------- -------- -------- --------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 945 $100,000 $100,000 $100,000 $ 276 $ 307 $ 339 $ 0 $ 0 $ 0
2 1,937 100,000 100,000 100,000 779 867 960 9 97 190
3 2,979 100,000 100,000 100,000 1,266 1,443 1,636 361 538 731
4 4,073 100,000 100,000 100,000 1,736 2,035 2,372 696 995 1,332
5 5,222 100,000 100,000 100,000 2,186 2,641 3,173 1,011 1,466 1,998
6 6,428 100,000 100,000 100,000 2,618 3,262 4,046 1,308 1,952 2,736
7 7,694 100,000 100,000 100,000 3,028 3,896 4,995 1,818 2,686 3,785
8 9,024 100,000 100,000 100,000 3,417 4,542 6,029 2,297 3,422 4,909
9 10,420 100,000 100,000 100,000 3,781 5,200 7,153 2,851 4,270 6,223
10 11,886 100,000 100,000 100,000 4,131 5,883 8,397 3,591 5,343 7,857
11 13,425 100,000 100,000 100,000 4,454 6,577 9,756 4,004 6,127 9,306
12 15,042 100,000 100,000 100,000 4,749 7,282 11,241 4,434 6,967 10,926
13 16,739 100,000 100,000 100,000 5,016 7,997 12,868 4,836 7,817 12,688
14 18,521 100,000 100,000 100,000 5,252 8,722 14,650 5,252 8,722 14,650
15 20,392 100,000 100,000 100,000 5,455 9,454 16,604 5,455 9,454 16,604
16 22,356 100,000 100,000 100,000 5,623 10,193 18,748 5,623 10,193 18,748
17 24,419 100,000 100,000 100,000 5,748 10,931 21,102 5,748 10,931 21,102
18 26,585 100,000 100,000 100,000 5,826 11,665 23,685 5,826 11,665 23,685
19 28,859 100,000 100,000 100,000 5,851 12,390 26,523 5,851 12,390 26,523
20 31,247 100,000 100,000 100,000 5,814 13,096 29,641 5,814 13,096 29,641
25 45,102 100,000 100,000 100,000 4,471 16,143 50,805 4,471 16,143 50,805
30 62,785 100,000 100,000 144,070 164 17,365 84,648 164 17,365 84,648
35 85,353 100,000 100,000 205,819 0 13,882 135,980 0 13,882 135,980
40 149,565 100,000 100,000 282,037 6,865 35,817 206,047 6,865 35,817 206,047
45 231,518 100,000 100,000 387,897 12,250 61,427 307,221 12,250 61,427 307,221
</TABLE>

- ---------
(1) Assumes annual premium payments of $900 per year until the premium
recalculation at age 70 and annual recalculated premium amounts thereafter. If
premiums are paid more frequently than annually, the above values shown would
be affected.
(2) Assumes payment of recalculated annual premium amounts of $6,888 after age
70. As indicated in note (3) below, the actual recalculated premium may be
lower or higher than this amount.
(3) Assumes payment of recalculated premiums after age 70 in annual amounts of
$8,404 at 0%, $6,888 at 6% and $0 at 12%.

28
<PAGE>

ADDITIONAL INFORMATION

This section of the prospectus provides additional detailed information that
is not contained in the Basic Information section on pages 3 through 21.

29
<PAGE>

DESCRIPTION OF JOHN HANCOCK

HOW WE SUPPORT THE POLICY AND INVESTMENT OPTIONS

Separate Account UV

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

30
<PAGE>

PROCEDURES FOR ISSUANCE OF A POLICY

Commencement of insurance coverage

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

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

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

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

Backdating

The conditions for coverage described above under "Commencement of insurance
coverage" must still be satisfied, but in a backdating situation the

31
<PAGE>

Temporary coverage prior to policy delivery

Monthly deduction dates

COMMENCEMENT OF INVESTMENT PERFORMANCE

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

HOW WE PROCESS CERTAIN POLICY TRANSACTIONS

Premium payments

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

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

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

32
<PAGE>

Transfers among investment options

Dollar cost averaging

Telephone transfers and policy loans

Effective date of other policy transactions

A change of death benefit option is effective on the policy anniversary on or
next following the date we approve the request.

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

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

33
<PAGE>

EFFECTS OF POLICY LOANS

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

HOW WE CALCULATE BASIC ACCOUNT VALUE

ADDITIONAL INFORMATION ABOUT HOW CERTAIN POLICY CHARGES WORK

Sales expenses and related charges

Effect of premium payment pattern

34
<PAGE>

Monthly charges

Reduced charges for eligible classes

HOW WE MARKET THE POLICIES

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

35
<PAGE>

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

Policy proceeds

36
<PAGE>

purposes if you assign all or part of your policy rights or change your policy's
ownership.

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.

7-pay premium limit

37
<PAGE>

Corporate and H.R. 10 plans

REPORTS THAT YOU WILL RECEIVE

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

VOTING PRIVILEGES THAT YOU WILL HAVE

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

38
<PAGE>

CHANGES THAT JOHN HANCOCK CAN MAKE AS TO YOUR POLICY

Changes relating to a Series Fund or the Account

Other permissible changes

. 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

ADJUSTMENTS WE MAKE TO DEATH BENEFITS

39
<PAGE>

WHEN WE PAY POLICY PROCEEDS

General

Delay to challenge coverage

Delay for check clearance

Delay of separate account proceeds

OTHER DETAILS ABOUT EXERCISING RIGHTS AND PAYING BENEFITS

Joint ownership

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

Assigning your policy

Your beneficiary

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,

40
<PAGE>

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

FINANCIAL STATEMENTS OF JOHN HANCOCK AND THE ACCOUNT

41
<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:

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

42
<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Directors and Policyholders
John Hancock Mutual Life Insurance Company

ERNST & YOUNG LLP

Boston, Massachusetts
March 10, 2000

43
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION

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

44
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION

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

45
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

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

46
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF CASH FLOWS

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

47
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES

48
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

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 significant accounting practices of the Company are as follows:

49
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

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

Investments in affiliates are included on the statutory equity method.

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

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.

50
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

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.

51
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

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

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.

52
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

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

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.

53
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 2--SURPLUS NOTES

NOTE 3--BORROWED MONEY

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:

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

Net realized capital gains consist of the following items:

54
<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:

NOTE 6--INVESTMENTS

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

55
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

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.

56
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 6--INVESTMENTS--CONTINUED

NOTE 7--REINSURANCE

57
<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:

58
<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.

59
<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.

NOTE 8--BENEFITS PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS

60
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

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

61
<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:

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

NOTE 9--AFFILIATES

62
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

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:

63
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 11--LEASES

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

64
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 13--COMMITMENTS AND CONTINGENCIES

65
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

66
<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:

NOTE 15--SUBSEQUENT EVENTS

Reorganization and Initial Public Offering

67
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 15--SUBSEQUENT EVENTS--CONTINUED
Establishment of the Closed Block

Acquisition of Long-Term Care Business

NOTE 16--IMPACT OF YEAR 2000 (UNAUDITED)

68
<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

ERNST & YOUNG LLP

Boston, Massachusetts
February 11, 2000

69
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1999

See accompanying notes.

70
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999

See accompanying notes.

71
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999

See accompanying notes.

72
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF OPERATIONS

YEARS AND PERIODS ENDED DECEMBER 31,

See accompanying notes.

73
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

See accompanying notes.

74
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

See accompanying notes.

75
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

See accompanying notes.

76
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

See accompanying notes.

77
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

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

See accompanying notes.

78
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS

YEARS AND PERIODS ENDED DECEMBER 31,

See accompanying notes.

79
<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.

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

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

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>
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.

83
<PAGE>

PART II

UNDERTAKING TO FILE REPORTS

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

REPRESENTATION OF REASONABLENESS

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

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.

Two prospectuses consisting of __ pages each.

The undertaking to file reports.

The undertaking regarding indemnification.

The signatures.

The following exhibits:
<PAGE>

I.A. (1) John Hancock Board Resolution establishing the separate
account, previously filed electronically on April 26, 1996.

(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.

(4) Not Applicable

(5) Form of scheduled premium variable life insurance policy included in
the initial filing of this Form S-6 Registration Statement, filed
February 22, 1994.

(6) Charter and By-Laws of John Hancock Mutual Life Insurance Company,
previously filed electronically on April 26, 1996.

(7) Not Applicable.

(8) Not Applicable.

(9) Not Applicable.

(10) Form of application for Policy included in the initial filing
of this Form S-6 Registration Statement, filed February 22, 1994.

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

2. Included as exhibit 1.A(5) above
<PAGE>

3. Opinion and consent of counsel as to securities being registered included
in Pre-Effective Amendment No. 1 to this Form S-6 Registration Statement,
filed in July, 1994.

4. Not Applicable

5. Not Applicable

6. Opinion and consent of actuary.

7. Consent of independent auditors.

8. Memorandum describing John Hancock's issuance, transfer and redemption
procedures for the policy pursuant to Rule 6e-2(b)(l2)(ii), previously
filed electronically on April 26, 1996.

9. Power of attorney for Robert J. Tarr, Jr.; previously filed electronically
on April 23, 1997. Powers of attorney for Bodman, Gifford, Boyan, Morton,
Magee, Connors, Brown, Phillips, Booth, Vappi, Bromery, Staley,
D'Alessandro, Fast, Aborn, Bok, Feldstein, Fish and Syron included in Post-
Effective Amendment No 1 to this Form S-6 Registration Statement filed in
April, 1995; power of attorney for Michael C. Hawley, previously filed
electronically on April 26, 1996.

10. Opinion of counsel as to eligibility of this Post-Effective Amendment
for filing pursuant to Rule 485(b).
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the John
Hancock Life Insurance Company has duly caused this Post-Effective Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunder duly authorized, and its seal to be hereunto fixed and attested, all
in the City of Boston and Commonwealth of Massachusetts on the 1st day of May,
2000.

JOHN HANCOCK LIFE INSURANCE COMPANY

(SEAL)

/s/ Stephen L. Brown

By STEPHEN L. BROWN
------------------
Stephen L. Brown
Chairman of the Board

/s/ Ronald J. Bocage

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

<PAGE>

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

SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
Executive Vice President
/s/ Thomas E. Moloney and Chief Financial Officer
(Principal Financial Officer
THOMAS E. MOLONEY and Acting Principal Accounting Officer)
- -----------------
Thomas E. Moloney May 1, 2000

/s/ Stephen L. Brown Chairman of the Board and
Chief Executive Officer
STEPHEN L. BROWN (Principal Executive Officer)
- ----------------
Stephen L. Brown for himself and as Attorney-in-Fact May 1, 2000
</TABLE>

<TABLE>
<S> <C> <C> <C>
FOR:
Foster L. Aborn Vice Chairman of the Board I. MacAllister Booth Director
David F. D'Alessandro President Samuel W. Bodman Director
Nelson S. Gifford Director Michael C. Hawley Director
E. James Morton Director Kathleen F. Feldstein Director
John M. Connors Director Richard F. Syron Director
Robert J. Tarr, Jr. Director Wayne A. Budd Director
Robert E. Fast Director Edward H. Linde Director
</TABLE>

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

On behalf of the Registrant
By John Hancock Life Insurance Company

(Depositor)

(SEAL) /s/ Stephen L. Brown By

STEPHEN L. BROWN
----------------
Stephen L. Brown
Chairman of the Board

/s/ Ronald J. Bocage

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

<PAGE>

EXHIBIT 6

[John Hancock Life Insurance Company Letterhead]

May 1, 2000

Board of Directors of the John Hancock Mutual Life Insurance Company

Re: Actuarial Opinion:

Members of the Board:

This opinion is furnished in connection with the filing the Amendment
to the Registration Statement on Form S-6 in which this opinion is being filed
as an exhibit, pursuant to the Securities Act of 1933, as amended, with respect
to variable life insurance policies under which amounts will be allocated to one
or more of the subaccounts of one or more variable life insurance separate
accounts. The policies described in the prospectus(es) in said Amendment.

The policy form was reviewed under my direction, and I am familiar with
the amended Registration Statement and exhibits. In my opinion, the
illustrations of policy benefits, values, and accumulated premiums shown in the
prospectus(es) (or appendix thereto) included in the Amendment, based on the
assumptions stated with the illustrations, are consistent with the provisions of
the policies Such assumptions, including, to the extent applicable, the current
cost of insurance rates, current scheduled rates of other charges, current
dividend scales, and any other currently scheduled credits, are reasonable. The
policies have not been designed so as to make the relationship between premiums
and benefits, as shown in the illustrations, appear disproportionately more
favorable to a prospective purchaser of a policy for an insured person(s) with
the characteristics illustrated than to a prospective purchaser of a policy for
an insured person(s) with other characteristics; nor have the particular
examples set forth in the illustrations been selected for the purpose of making
this relationship appear more favorable.

I hereby consent to the filing of this opinion as an exhibit to the
amended Registration Statement and to the use of my name under the heading
"Experts" or "Accounting and Actuarial Experts" in the propectus(es).

Deborah A. Poppel, FSA
Second Vice President

<PAGE>

EXHIBIT 7

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Accounting and
actuarial experts" in the Prospectus and to the use of our reports dated
February 11, 2000, with respect to the financial statements of John Hancock
Variable Life Insurance Account UV, and dated March 10, 2000, with respect to
the financial statements of John Hancock Mutual Life Insurance Company, included
in this Post-Effective Amendment No. 7 to the Registration Statement (Form S-6,
No. 33-75608)

/s/ Ernst & Young LLP
ERNST & YOUNG LLP

Boston, Massachusetts
April 26, 2000

<PAGE>

EXHIBIT 10

[LETTERHEAD OF JOHN HANCOCK LIFE INSURANCE COMPANY]

May 1, 2000

United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

John Hancock Mutual Variable Life Account UV
File Nos. 33-75608 and 811-7766

Commissioners:

This opinion is being furnished with respect to the filing of
Post-Effective Amendment No. 7 under the Securities Act of 1933 on the Form S-6
Registration Statement of John Hancock Mutual Variable Life Account UV as
required by Rule 485 under the 1933 Act.

We have acted as counsel to Registrant for the purpose of preparing this
Post-Effective Amendment which is being filed pursuant to paragraph (b) of Rule
485 and hereby represent to the Commission that in our opinion this
Post-Effective Amendment does not contain disclosures which would render it
ineligible to become effective pursuant to paragraph (b).

We hereby consent to the filing of this opinion with and as a part of
this Post-Effective Amendment to Registrant's Registration Statement with the
Commission.

Very truly yours,

/s/ RONALD J. BOCAGE
--------------------
Ronald J. Bocage
Counsel