HANCOCK JOHN VARIABLE ANNUITY ACCOUNT I
497, 1999-06-09
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<PAGE>

                          PROSPECTUS DATED MAY 3, 1999

                     INDEPENDENCE PREFERRED VARIABLE ANNUITY

    an individual deferred combination fixed and variable annuity contract21
                                   issued by

                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
                                   ("JHVLICO")

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

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

                              Phone: 1-800-732-5543
                               Fax: 1-800-886-3048

  The contract enables you to earn (1) a fixed rate of interest that we declare
under our fixed investment option and (2) an investment-based return in 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 Growth. . . . . . .   Wellington Management Company, LLP
  Small/Mid Cap CORE  . . . . . . .   Goldman Sachs Asset Management
  Small Cap Value . . . . . . . . .   INVESCO Management & Research, Inc.
  Small Cap Growth  . . . . . . . .   John Hancock Advisers, Inc.
  Global Equity . . . . . . . . . .   Scudder Kemper Investments, Inc.
  International Balanced  . . . . .   Brinson Partners, Inc.
  International Equity Index . . . .  Independence International Associates, Inc.
  International Opportunities . . .   Rowe Price-Fleming International, Inc.
  Emerging Markets Equity . . . . .   Montgomery Asset Management, LLC
  Short-Term Bond . . . . . . . . .   Independence Investment Associates, Inc.
  Bond Index  . . . . . . . . . . .   Mellon Bond Associates, LLP
  Sovereign Bond  . . . . . . . . .   John Hancock Advisers, Inc.
  Global Bond . . . . . . . . . . .   J.P. Morgan Investment Management, Inc.
  High Yield Bond . . . . . . . . .   Wellington Management Company, LLP
  Money Market  . . . . . . . . . .   John Hancock Mutual Life Insurance Company
</TABLE>

  We may offer additional variable investment options in the future.
<PAGE>

  For each variable investment option you select, we invest your money in the
corresponding "Fund" of the John Hancock Variable Series Trust I (the "Trust").
The Trust is a so-called "series" type mutual fund registered with the
Securities and Exchange Commission ("SEC"). Each of the Trust's "Funds" is a
separately managed investment portfolio that has its own investment objective
and strategies. Attached at the end of this prospectus is a prospectus for the
Trust that contains detailed information about each Fund. Be sure to read the
prospectus for the Trust before selecting any variable investment option.

  For amounts you don't wish to invest in a variable investment option, you can
allocate to the fixed investment option. We invest the assets allocated to the
fixed investment option in our general account and they earn interest at a fixed
rate, declared by us, subject to a 3% minimum. Neither our general account nor
any interests in our general account are registered with the SEC or subject to
the Federal securities laws.

  We refer to the variable investment options and the fixed investment option
together as "investment options."

  The fixed investment option is not available in Washington or Oregon.

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

  The SEC has not approved or disapproved the contracts, or determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

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

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

                                       2
<PAGE>

                            GUIDE TO THIS PROSPECTUS

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

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

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

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

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

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

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

                                IMPORTANT NOTICES

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

We've also filed with the SEC a "Statement of Additional Information," dated May
3, 1999. This Statement contains detailed information not included in the
prospectus. Although a separate document from this prospectus, the Statement of
Additional Information has the same legal effect as if it were a part of this
prospectus. We will provide you with a free copy of the Statement upon your
request. To give you an idea what's in the Statement, we have included a copy of
the Statement's table of contents on page 36.

                                       3
<PAGE>

                               INDEX OF KEY WORDS

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

  KEY WORD                                              PAGE

  Accumulation units......................................23
  Annuitant................................................9
  Annuity payments........................................28
  Annuity period..........................................11
  Contract year...........................................10
  Date of issue............................................9
  Date of maturity.........................................9
  Free withdrawal amount..................................15
  Funds....................................................2
  Fixed investment option..............................cover
  Investment options.......................................2
  Premium payments.........................................9
  Surrender value.........................................17
  Surrender...............................................17
  Variable investment options..........................cover
  Withdrawal charge.......................................15
  Withdrawal..............................................15

                                       4
<PAGE>

                                    FEE TABLE

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

OWNER TRANSACTION EXPENSES AND ANNUAL CONTRACT FEE

     .Maximum Withdrawal Charge (as % of amount withdrawn)                   8%
     .Annual Contract Fee (applies only to contracts of less than $10,000)  $30

ANNUAL CONTRACT EXPENSES (AS A % OF THE AVERAGE TOTAL VALUE OF THE CONTRACT)


<TABLE>
<S>                                                                         <C>
  Mortality and Expense Risk Charge                                           1.15%
- ----------------------------------------------------------------------------------------
  Administrative Services Charge                                              0.35%
- ----------------------------------------------------------------------------------------
  Total Annual Contract Charge                                                1.50%
- ----------------------------------------------------------------------------------------
</TABLE>


  These annual contract expenses don't apply to amounts held in the fixed
investment option.

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

  Each Fund pays an investment management fee and other operating expenses.
These fees and expenses reduce the investment return of the Fund, and therefore,
indirectly reduce the return you will earn on any amounts you allocate to the
variable investment options that corresponds to that Fund. The figures in the
following chart are expressed as percentages of each Fund's average daily net
assets for 1998 (rounded to two decimal places). The percentages reflect the
investment management fees that were payable in 1998 and the 1998 other
operating expenses that would have been allocated to the Funds under the
allocation rules currently in effect:


<TABLE>
<CAPTION>
                                                   OTHER FUND   TOTAL FUND    OTHER FUND EXPENSES
         FUND NAME               MANAGEMENT FEES    EXPENSES*    EXPENSES     AFTER REIMBURSEMENT
- -------------------------------------------------------------------------------------------------------
<S>                                  <C>               <C>          <C>          <C>
Managed                              0.32%             0.05%        0.37%        0.05%
- -------------------------------------------------------------------------------------------------------
Growth & Income                      0.25%             0.05%        0.30%        0.05%
- -------------------------------------------------------------------------------------------------------
Equity Index                         0.14%             0.08%        0.22%        0.08%
- -------------------------------------------------------------------------------------------------------
Large Cap Value                      0.74%             0.07%        0.81%        0.07%
- -------------------------------------------------------------------------------------------------------
Large Cap Growth                     0.37%             0.05%        0.42%        0.05%
- -------------------------------------------------------------------------------------------------------
Mid Cap Value                        0.80%             0.05%        0.85%        0.05%
- -------------------------------------------------------------------------------------------------------
Mid Cap Growth                       0.85%             0.08%        0.93%        0.08%
- -------------------------------------------------------------------------------------------------------
Real Estate Equity                   0.60%             0.05%        0.65%        0.05%
- -------------------------------------------------------------------------------------------------------
Small/Mid Cap Growth**               0.75%             0.05%        0.80%        0.05%
- -------------------------------------------------------------------------------------------------------
Small/Mid Cap CORE                   0.80%             0.10%        0.90%        0.23%
- -------------------------------------------------------------------------------------------------------
Small Cap Value                      0.80%             0.07%        0.87%        0.07%
- -------------------------------------------------------------------------------------------------------
Small Cap Growth                     0.75%             0.08%        0.83%        0.08%
- -------------------------------------------------------------------------------------------------------
Global Equity                        0.90%             0.10%        1.00%        0.50%
- -------------------------------------------------------------------------------------------------------
International Balanced               0.85%             0.10%        0.95%        0.64%
- -------------------------------------------------------------------------------------------------------
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
                                                   OTHER FUND   TOTAL FUND    OTHER FUND EXPENSES
         FUND NAME               MANAGEMENT FEES    EXPENSES*    EXPENSES     AFTER REIMBURSEMENT
- -------------------------------------------------------------------------------------------------------
<S>                                  <C>               <C>          <C>          <C>
International Equity Index           0.17%             0.10%        0.27%        0.23%
- -------------------------------------------------------------------------------------------------------
International Opportunities          0.87%             0.10%        0.97%        0.32%
- -------------------------------------------------------------------------------------------------------
Emerging Markets Equity              1.30%             0.10%        1.40%        0.68%
- -------------------------------------------------------------------------------------------------------
Short-Term Bond                      0.30%             0.05%        0.35%        0.05%
- -------------------------------------------------------------------------------------------------------
Bond Index                           0.15%             0.05%        0.20%        0.05%
- -------------------------------------------------------------------------------------------------------
Sovereign Bond                       0.25%             0.05%        0.30%        0.05%
- -------------------------------------------------------------------------------------------------------
Global Bond**                        0.69%             0.06%        0.75%        0.06%
- -------------------------------------------------------------------------------------------------------
High Yield Bond                      0.65%             0.07%        0.72%        0.07%
- -------------------------------------------------------------------------------------------------------
Money Market                         0.25%             0.05%        0.30%        0.05%
- -------------------------------------------------------------------------------------------------------
</TABLE>


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

EXAMPLES***

  If you "surrender" (turn in) your contract at the end of the applicable time
period, you would pay the following current expenses, directly or indirectly, on
a $1,000 investment allocated to one of the variable investment options,
assuming a 5% annual return on assets:


<TABLE>
<CAPTION>
                                     1 YEAR    3 YEARS  5 YEARS   10 YEARS
- -----------------------------------------------------------------------------
<S>                                   <C>        <C>      <C>      <C>
Managed                               $  91      $131     $164     $221
- -----------------------------------------------------------------------------
Growth & Income                       $  90      $128     $160     $212
- -----------------------------------------------------------------------------
Equity Index                          $  91      $130     $163     $219
- -----------------------------------------------------------------------------
Large Cap Value                       $  97      $148     $193     $279
- -----------------------------------------------------------------------------
Large Cap Growth                      $  92      $132     $167     $226
- -----------------------------------------------------------------------------
Mid Cap Value                         $  97      $149     $195     $283
- -----------------------------------------------------------------------------
Mid Cap Growth                        $  99      $153     $202     $296
- -----------------------------------------------------------------------------
Real Estate Equity                    $  95      $141     $181     $255
- -----------------------------------------------------------------------------
Small/Mid Cap Growth                  $  97      $147     $191     $276
- -----------------------------------------------------------------------------
Small/Mid Cap CORE                    $  98      $152     $199     $291
- -----------------------------------------------------------------------------
Small Cap Value                       $  98      $152     $199     $291
- -----------------------------------------------------------------------------
Small Cap Growth                      $  98      $150     $197     $287
- -----------------------------------------------------------------------------
Global Equity                         $  99      $155     $204     $301
- -----------------------------------------------------------------------------
International Balanced                $  99      $153     $202     $296
- -----------------------------------------------------------------------------
International Equity Index            $  93      $137     $175     $242
- -----------------------------------------------------------------------------
International Opportunities           $  99      $155     $204     $301
- -----------------------------------------------------------------------------
Emerging Markets Equity               $103       $167     $224     $339
- -----------------------------------------------------------------------------
Short-Term Bond                       $  93      $136     $173     $239
- -----------------------------------------------------------------------------
Bond Index                            $  92      $132     $166     $225
- -----------------------------------------------------------------------------
Sovereign Bond                        $  90      $129     $161     $214
- -----------------------------------------------------------------------------
Global Bond                           $  97      $149     $194     $282
- -----------------------------------------------------------------------------
High Yield Bond                       $  97      $147     $192     $277
- -----------------------------------------------------------------------------
Money Market                          $  91      $129     $162     $216
- -----------------------------------------------------------------------------
</TABLE>


                                       6
<PAGE>

  If you commence receiving payments under one of our annuity payment options at
the end of the applicable time period, or if you do not surrender your contact,
you would pay the following current expenses, directly or indirectly, on a
$1,000 investment allocated to one of the variable investment options, assuming
5% annual return on assets.


<TABLE>
<CAPTION>
                            1 YEAR   3 YEARS  5 YEARS    10 YEARS
- --------------------------------------------------------------------
<S>                           <C>      <C>      <C>       <C>
Managed                       $19      $59      $102      $221
- --------------------------------------------------------------------
Growth & Income               $18      $57      $  97     $212
- --------------------------------------------------------------------
Equity Index                  $19      $59      $101      $219
- --------------------------------------------------------------------
Large Cap Value               $25      $76      $131      $279
- --------------------------------------------------------------------
Large Cap Growth              $20      $61      $105      $226
- --------------------------------------------------------------------
Mid Cap Value                 $25      $78      $133      $283
- --------------------------------------------------------------------
Mid Cap Growth                $27      $82      $140      $296
- --------------------------------------------------------------------
Real Estate Equity            $23      $69      $119      $255
- --------------------------------------------------------------------
Small/Mid Cap Growth          $25      $75      $129      $276
- --------------------------------------------------------------------
Small/Mid Cap CORE            $26      $80      $137      $291
- --------------------------------------------------------------------
Small Cap Value               $26      $80      $137      $291
- --------------------------------------------------------------------
Small Cap Growth              $26      $79      $135      $287
- --------------------------------------------------------------------
Global Equity                 $27      $83      $142      $301
- --------------------------------------------------------------------
International Balanced        $27      $82      $140      $296
- --------------------------------------------------------------------
International Equity Index    $21      $65      $112      $242
- --------------------------------------------------------------------
International Opportunities   $27      $83      $142      $301
- --------------------------------------------------------------------
Emerging Markets Equity       $31      $95      $162      $339
- --------------------------------------------------------------------
Short-Term Bond               $21      $65      $111      $239
- --------------------------------------------------------------------
Bond Index                    $20      $61      $104      $225
- --------------------------------------------------------------------
Sovereign Bond                $18      $57      $  99     $214
- --------------------------------------------------------------------
Global Bond                   $25      $77      $132      $282
- --------------------------------------------------------------------
High Yield Bond               $25      $76      $130      $277
- --------------------------------------------------------------------
Money Market                  $19      $58      $100      $216
- --------------------------------------------------------------------
</TABLE>


  *** These examples do not include any applicable premium taxes. The examples
      should not be considered representations of past or future expenses;
      actual charges may be greater or less than those shown above. The examples
      assume fund expenses at rates set forth above for 1998, after
      reimbursements. The annual contract fee has been included as an annual
      percentage of assets.

                                       7
<PAGE>

                                BASIC INFORMATION

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

<TABLE>
<CAPTION>
  QUESTION                                                               PAGES TO SEE
  --------                                                               ------------

<S>                                                                        <C>
What is the contract?......................................................    9

Who owns the contract?.....................................................    9

Is the owner also the annuitant?...........................................    9

How can I invest money in a contract?...................................... 9-10

How will the value of my investment in the contract change over time?......10-11

What annuity benefits does the contract provide?...........................   11

What are the tax consequences of owning a contract?........................   12

Can I change my contract's investment options?.............................12-14

What fees and charges will be deducted from my contract?...................14-17

How can I withdraw money from my contract?.................................17-19

What happens if the annuitant dies before my contract's date of maturity?..19-20

Can I return my contract?..................................................   20
</TABLE>

                                       8
<PAGE>

WHAT IS THE CONTRACT?

  The contract is a "deferred payment variable annuity contract." An annuity
contract provides a person (known as the "annuitant" or "payee") with a series
of periodic payments. Because this contract is also a deferred payment contract,
the annuity payments will begin on a future date, called the contract's "date of
maturity." Under a variable annuity contract, the amount you have invested can
increase or decrease in value daily based upon the value of the variable
investment options chosen.

WHO OWNS THE CONTRACT?

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

IS THE OWNER ALSO THE ANNUITANT?

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

HOW CAN I INVEST MONEY IN A CONTRACT?

PREMIUM PAYMENTS

  We call the investments you make in your contract "premiums" or "premium
payments." In general, you need at least a $5,000 initial premium payment to
purchase a contract. However, you need only $1,000 for an individual retirement
account or a qualified plan. If you choose to contribute more money into your
contract, each subsequent premium payment must also be at least $50.

APPLYING FOR A CONTRACT

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

  Once we receive your initial premium payment and all necessary information, we
will issue your contract and invest your initial premium payment within two
business days. If the information is not in good order, we will contact you to
get the necessary information. If for

                                       9
<PAGE>

some reason, we are unable to complete this process within 5 business days, we
will either send back your money or get your permission to keep it until we get
all of the necessary information.

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

LIMITS ON PREMIUM PAYMENTS

  You can make premium payments of up to $500,000 in any one contract year
($100,000 into the fixed investment option, after the initial premium payment
which can be as much as $500,000). The total of all new premium payments and
transfers that you allocate to any one variable investment option in any one
contract year may not exceed $1,000,000. While the annuitant is alive and the
contract is in force, you can make premium payments at any time before the
annuitant's 85th birthday.

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

WAYS TO MAKE PREMIUM PAYMENTS

  Premium payments made by check or money order must be:

     . drawn on a U.S. bank,

     . drawn in U.S. dollars, and

     . made payable to "John Hancock."

  Premium payments after the initial premium payment should be sent to the John
Hancock Annuity Servicing Office at one of the addresses shown on page 1 of this
prospectus. We will accept your initial premium payment by exchange from another
insurance company. You can find information about other methods of premium
payment by contacting your JHVLICO representative or by contacting the John
Hancock Annuity Servicing Office.

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

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

  Prior to a contract's date of maturity, the amount you've invested in any
VARIABLE INVESTMENT OPTION will increase or decrease based upon the investment
experience of the corresponding Fund. Except for certain charges we deduct, your
investment experience will be the same as if you had invested in the Fund
directly and reinvested all Fund dividends and distributions in additional
shares.


                                       10
<PAGE>

  Like a regular mutual fund, each Fund deducts investment management fees and
other operating expenses. These expenses are shown in the fee table on page 5-7.
However, unlike a mutual fund, we will also deduct charges relating to the
annuity guarantees and other features provided by the contract. These charges
reduce your investment performance and the amount we have credited to your
contract in any variable investment option. We describe these charges under
"What fees and charges will be deducted from my contract?" beginning on page 14.

  Each premium payment you allocate to the fixed investment option will earn
interest (calculated on a compounded basis) at our declared rate in effect at
the time of the deposit into the fixed investment option. From time to time, we
declare new rates, subject to a 3% minimum. For purposes of crediting interest,
transfers from a variable investment option will be treated as a premium
payment.

  Under current practice, we credit interest to amounts allocated to the fixed
investment option based on the size of the initial premium payment, We credit a
higher rate for initial premium payments of $10,000 or more. The rate of
interest credited on each amount varies based upon when that amount was
allocated to the fixed investment option.

  At any time before the date of maturity, the "TOTAL VALUE OF YOUR CONTRACT"
equals

     . the total amount you invested,

     . minus all charges we deduct,

     . minus all withdrawals you have made,

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

     . plus the interest we credit to any of your contract's value while it
       is in the fixed investment option.

WHAT ANNUITY BENEFITS DOES A CONTRACT PROVIDE?

  If your contract is still in effect on its date of maturity, it enters what is
called the "annuity period". During the annuity period, we make a series of
fixed or variable payments to you as provided under one of our several annuity
options. The form in which we will make the annuity payments, and the proportion
of such payments that will be on a fixed basis and on a variable basis, depend
on the elections that you have in effect on the date of maturity. Therefore you
should exercise care in selecting your date of maturity and your choices that
are in effect on that date.

  You should carefully review the discussion under "The annuity period,"
beginning on page 24, for information about all of these choices you can make.


                                       11
<PAGE>

WHAT ARE THE TAX CONSEQUENCES OF OWNING A CONTRACT?

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

     . partial withdrawal

     . full withdrawal ("surrender")

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

     . periodic payments under one of our annuity payment options

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

     . the type of the distribution

     . when the distribution is made

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

     . the circumstances under which the payments are made

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

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

CAN I CHANGE MY CONTRACT'S INVESTMENT OPTIONS?

ALLOCATION OF PREMIUM PAYMENTS

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

                                       12
<PAGE>

  At any one time, you may invest in up to 10 of the 24 investment options.
Currently, you may use a maximum of 18 investment options over the life of your
contract. For purposes of this limit, each contribution or transfer of assets
into an investment option that you are not then using counts as one "use" of an
investment option, even if you had used that option at an earlier time.

TRANSFERRING YOUR ASSETS

  Up to 12 times during each year of your contract, you may transfer, free of
charge, all or part of the assets held in one investment option to any other
investment option. We reserve the right to assess a charge of up to $25 for
transfer beyond the first 12 transfers per year. Transfers under our dollar-cost
averaging program count toward the 12 free transfers you are allowed each year.

  A number of restrictions apply to transfers in general. You may NOT

     . transfer assets within 30 days prior to the contract's date of
       maturity,

     . transfer more than $1,000,000 in a contract year from any one
       variable investment option, without our prior approval,

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

     . make any transfer during the annuity period that would result in more
       than 4 investment options being used at once.

  In addition, certain restrictions apply specifically to transfers involving
the fixed investment option. You may NOT

     . transfer assets to or from the fixed investment option during the
       annuity period,

     . transfer or deposit (exclusive of the initial premium payment) more
       than $100,000 into the fixed investment option during a contract
       year,

     . make any transfers into the fixed investment option within six months
       of a transfer out of the fixed investment option,

     . transfer out of the fixed investment option more than once during a
       contract year and only on or within 30 days after the anniversary of
       your contract's issuance ("contract anniversary"),

     . transfer or deposit money into the fixed investment option after the
       10th contract year, or

                                       13
<PAGE>

     . transfer out of the fixed investment option more than the greater of
       $500 or 20% of your assets in the fixed investment option in any one
       contract year.

PROCEDURE FOR TRANSFERRING YOUR ASSETS

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

     . your name,

     . daytime telephone number,

     . contract number,

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

     . the amount of each transfer.

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

TELEPHONE TRANSFERS

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

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

WHAT FEES AND CHARGES WILL BE DEDUCTED FROM MY CONTRACT?

MORTALITY AND EXPENSE RISK CHARGE

  We deduct a daily charge that compensates us primarily for mortality and
expense risks that we assume under the contracts. On an annual basis, this
charge equals 1.15% of the value of the assets you have allocated to the
variable investment options. (This charge does not apply to assets you have in
our fixed investment option.)

                                       14
<PAGE>

  In return for mortality risk charge, we assume the risk that annuitants as a
class will live longer than expected, requiring us to a pay greater number of
annuity payments. In return for the expense risk charge, we assume the risk that
our expenses relating to the contracts may be higher than we expected when we
set the level of the contracts' other fees and charges, or that our revenues
from such other sources will be less.

ADMINISTRATIVE SERVICES CHARGE

  We deduct a daily charge for administrative and clerical services that the
contracts require us to provide. On an annual basis, this charge equals 0.35% of
the value of the assets you have allocated to the variable investment options.

ANNUAL CONTRACT FEE

  Prior to the date of maturity of your contract, we will deduct $30 each year
from your contract if it has a total value of less than $10,000. We deduct this
annual contract fee at the beginning of each contract year after the first. We
also deduct it if you surrender your contract. We take the deduction
proportionally from each investment option you are then using. However, we will
not deduct any portion of the annual contract fee from the fixed investment
option if such deduction would result in an accumulation of amounts allocated to
the fixed investment option at less than the guaranteed minimum rate of 3%. In
such case, we will deduct that portion of the contract fee proportionately from
the other investment options you are using. We reserve the right to increase the
annual contract fee to $50.

PREMIUM TAXES

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

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

WITHDRAWAL CHARGE

  If you withdraw some money from your contract prior to the date of maturity
("partial withdrawal") or if you surrender (turn in) your contract, in its
entirety, for cash prior to the date of maturity ("total withdrawal" or
"surrender"), we may assess a withdrawal charge. We use this charge to help
defray expenses relating to the sales of the contracts, including commissions
paid and other distribution costs.

  Here's how we determine the charge:  In any contract year, you may withdraw up
  ----------------------------------
to 10% of the total value of your contract (computed as of the beginning of the
contract year) without the assessment of any withdrawal charge. We refer to this
amount as the "free withdrawal

                                       15
<PAGE>

amount." However, if the amount you withdraw or surrender totals more than the
free withdrawal amount during the contract year, we will assess a withdrawal
charge on any amount of the excess that we attribute to premium payments you
made within seven years of the date of the withdrawal or surrender.

  The withdrawal charge percentage depends upon the number of years that have
elapsed from the date you paid the premium to the date of its withdrawal, as
follows:

<TABLE>
<CAPTION>
YEARS FROM DATE OF PREMIUM PAYMENT TO
   DATE OF SURRENDER OR WITHDRAWAL       WITHDRAWAL CHARGE*
- ------------------------------------------------------------
<S>                                      <C>
  7 or more . . . . . . . . . . . . .     0%
- ------------------------------------------------------------
  5 but less than 7 . . . . . . . . .     6%
- ------------------------------------------------------------
  3 but less than 5 . . . . . . . . .     7%
- ------------------------------------------------------------
  less than 3 . . . . . . . . . . . .     8%
- ------------------------------------------------------------
</TABLE>

  * AS A PERCENTAGE OF THE AMOUNT OF SUCH PREMIUM THAT WE CONSIDER TO HAVE
    BEEN WITHDRAWN (INCLUDING THE WITHDRAWAL CHARGE), AS EXPLAINED IN THE TEXT
    IMMEDIATELY BELOW.

  Solely for purposes of determining the amount of the withdrawal charge, we
assume that each withdrawal (together with any associated withdrawal charge) is
a withdrawal first from the earliest premium payment, and then from the next
earliest premium payment, and so forth until all payments have been exhausted.
Once a premium payment has been considered to have been "withdrawn" under these
procedures, that premium payment will not enter into any future withdrawal
charge calculations. For this purpose, we also consider any amounts that we
deduct for the annual contract charge to have been withdrawals of premium
payments (which means that no withdrawal charge will ever be paid on those
amounts).

  The amount of any withdrawal that exceeds any remaining premium payments that
have not already been considered as withdrawn will not be subject to any
withdrawal charge. This means that no withdrawal charge will apply to any
favorable investment experience that you have earned.

  Here's how we deduct the withdrawal charge: We deduct the withdrawal charge
  ------------------------------------------
proportionally from each investment option being reduced by the surrender or
withdrawal. For example, if 60% of the withdrawal amount comes from the Growth &
Income option and 40% from the Money Market option, then we will deduct 60% of
the withdrawal charge from the Growth & Income option and 40% from the Money
Market option. If any such option has insufficient remaining value to cover the
charge, we will deduct any shortfall from all of your other investment options,
pro-rata based on the value in each. If your contract as a whole has
insufficient surrender value to pay the entire charge, we will pay you no more
than the surrender value.

  You will find examples of how we compute the withdrawal charge in Appendix A
to this prospectus.

                                       16
<PAGE>

  When withdrawal charges don't apply: We don't assess a withdrawal charge in
  -----------------------------------
the following situations:

     . on amounts applied to an annuity option at the contract's date of
       maturity or to pay a death benefit;

     . on amounts withdrawn to satisfy the minimum distribution requirements
       for tax qualified plans. (Amounts above the minimum distribution
       requirements are subject to any applicable withdrawal charge, however.)

  In addition, under our exchange offer program, certain pension plans may be
eligible to exchange their contracts, without charge, for shares of certain
mutual funds distributed by John Hancock Funds, Inc.  Under the terms of the
exchange offer, any remaining withdrawal charge applicable to any contract
exchanged would be waived at the time of the exchange transaction.  You can
participate in the exchange offer only if your contract was purchased on behalf
either

     . a pension plan qualified under Section 401(k) of the Internal Revenue
       Code of 1986 or

     . a targeted benefit pension plan where plan assets are not allocated
       specifically as being for the account of individual plan
       participants.

  The exchange offer was expected to remain open until March 1, 1999, but could
be extended for particular offerees under special circumstances. Such extensions
have occurred and may continue to occur for an indefinite period of time.

HOW CAN I WITHDRAW MONEY FROM MY CONTRACT?

SURRENDERS AND PARTIAL WITHDRAWALS

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

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

     . make a partial withdrawal of the surrender value.

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

  Certain surrenders and withdrawals may result in taxable income to you or
other tax consequences as described under "Tax information," beginning on page
27. Among other things, if you make a full surrender or partial withdrawal from
your contract before you reach age 59 1/2, an additional federal penalty of 10%
generally applies to any taxable portion of the withdrawal.

                                       17
<PAGE>

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

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

     . for an amount less than $100, or

     . if the remaining total value of your contract would be less than
       $1,000.

If your "free withdrawal value" at any time is less than $100, you must withdraw
that amount in full, in a single sum, before you make any other partial
withdrawals. A partial withdrawal is not a loan and cannot be repaid. We reserve
the right to terminate your contract if the value of your contract becomes zero.

  You generally may not make any surrenders or partial withdrawals once we begin
making payments under an annuity option.

SYSTEMATIC WITHDRAWAL PLAN

  Our optional systematic withdrawal plan enables you to preauthorize periodic
withdrawals. If you elect this plan, we will withdraw a dollar amount from your
contract on a monthly, quarterly, semiannual, or annual basis, based upon your
instructions. We will deduct the requested amount from each applicable
investment option in the ratio that the value of each bears to the total value
of your contract. Each systematic withdrawal is subject to any withdrawal charge
that would apply to an otherwise comparable non-systematic withdrawal. See "How
will the value of my investment in the contract change over time?" beginning on
page 10, and "What fees and charges will be deducted from my contract?"
beginning on page 14. The same tax consequences also generally will apply.

  The following conditions apply to systematic withdrawal plans:

     . you may elect the plan only if the total value of your contract
       equals $25,000 or more.

     . in any one contract year, you may not withdraw more than 10% of the
       total value of your contract at the beginning of the contract year.

     . the amount of each systematic withdrawal must equal at least $100.

     . if the amount of each withdrawal drops below $100 or the total value
       of your contract becomes less that $5,000, we will suspend the plan
       and notify you.

     . you may cancel the plan at any time.

     . we reserve the right to modify the terms or conditions of the plan at
       any time without prior notice.

                                       18
<PAGE>

     . you cannot elect this plan if you are participating in the
       dollar-cost averaging program.

DOLLAR-COST AVERAGING PROGRAM

  You may elect, at no cost, to automatically transfer assets from any variable
investment option to one or more other variable investment options on a monthly,
quarterly, semiannual, or annual basis. The following conditions apply to the
dollar-cost averaging program:

     . you may elect the program only if the total value of your contract
       equals $20,000 or more.

     . the amount of each transfer must equal at least $250.

     . you may change your dollar-cost averaging instructions at any time in
       writing or, if you have authorized telephone transfers, by telephone.

     . you may discontinue the program at any time.

     . the program continues until the earlier of (1) 12, 24, or 36 months
       (whichever you elect) or (2) full liquidation of the variable investment
       option from which we are taking the transfers.

     . automatic transfers to or from the fixed investment option are not
       permitted.

     . we reserve the right to terminate the program at any time.

     . you cannot elect the dollar-cost averaging program if you are
       participating in the systematic withdrawal plan.

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

GUARANTEED MINIMUM DEATH BENEFIT

  If the annuitant dies before your contract's date of maturity, we will pay a
death benefit, that is the greatest of:

     (1) the total value of your contract, or

     (2) the total amount of premium payments made, minus any partial
         withdrawals and related withdrawal charges, or

     (3) in states where permitted by law, the highest total value of your
         contract as of any third interval anniversary of your contract to
         date (preceding the anniversary nearest the annuitant's 81st
         birthday), PLUS any premium payments you have made since that
         anniversary, MINUS any withdrawals you have taken (and any related
         withdrawal charges) since that anniversary.

                                       19
<PAGE>

  We calculate the amounts in clauses (1) and (2) as of the day we receive, at
the John Hancock Annuity Servicing Office:

     . proof of the annuitant's death, and

     . any required instructions as to method of settlement.

  We calculate the amount in clause (3) as follows: On the third anniversary of
your contract (and every third anniversary thereafter until the anniversary
closest to the annuitant's 81st birthday), we compute the total value of your
contract adjusting for premium payments and partial withdrawals since that
anniversary. We compare that amount to amounts in clauses (1) and (2). The
greatest of these three amounts forms a minimum which may increase on subsequent
third interval anniversaries with favorable investment performance and
additional premium payments but will never decrease unless partial withdrawals
are taken.

  Unless you have elected an optional method of settlement, we will pay the
death benefit in a single sum to the beneficiary you chose prior to the
annuitant's death. If you have not elected an optional method of settlement, the
beneficiary may do so. However, if the death benefit is less than $5,000, we
will pay it in a lump sum, regardless of any election. You can find more
information about optional methods of settlement under "Annuity options,"
beginning on page 26.

CAN I RETURN MY CONTRACT?

  In most cases, you may return your contract for any reason within 10 days
after you receive it. If you do, we will pay you the total value of your
contract, plus the amount of premium taxes that we have deducted. However, there
are some exceptions to this general rule:

     . if you return a contract issued in Hawaii, Idaho, Missouri, Nebraska,
       North Carolina, Oklahoma, Oregon, South Carolina, Washington, West
       Virginia, or Utah, you will receive the gross premiums you paid.

     . if you return a contract that is an individual retirement annuity
       ("IRA"), you will receive the gross premiums you paid.

     . if your contract was issued in California after your 60/th/ birthday,
       you may return the contract within 30 days and receive the gross
       premiums you paid.

     . if your contract was issued in North Dakota, you may return it within
       20 days and receive the gross premiums you paid.


                                       20
<PAGE>

                             ADDITIONAL INFORMATION

  This section of the prospectus provides additional information that is not
contained in the Basic Information section on pages 8 through 20.

  CONTENTS OF THIS SECTION                                          PAGES TO SEE

  Description of JHVLICO .................................................22

  Who should purchase a contract ......................................22-23

  How we support the variable investment options .........................23

  The accumulation period .............................................23-24

  The annuity period ..................................................24-26

  Variable investment option valuation procedures ........................26

  Distribution requirements following death of owner ..................26-27

  Miscellaneous provisions ...............................................27

  Tax information .....................................................27-33

  Performance information .............................................33-34

  Reports ................................................................34

  Voting privileges ......................................................34

  Certain changes .....................................................34-35

  Distribution of contracts ..............................................35

  Impact of the Year 2000 issue ..........................................35

  Registration statement ..............................................35-36

  Experts and financial statements .......................................36

  Appendix A - Examples of withdrawal charge calculation ..............40-42

  Appendix B - Contract loans under Section 403(b) ("TSA loans") ......43-45

  Appendix C - Illustrative values and annuity payment tables ............46


                                       21
<PAGE>

DESCRIPTION OF JHVLICO

  We are JHVLICO, a stock life insurance company organized, in 1979, under the
laws of the Commonwealth of Massachusetts. We have authority to transact
business in all states, except New York. We are a wholly-owned subsidiary of
John Hancock Mutual Life Insurance Company ("John Hancock"), a mutual life
insurance company organized in Massachusetts in 1862. Both companies are
headquartered in Boston, Massachusetts.

  A major financial services provider, John Hancock had more that $67.1 billion
of assets as of December 31, 1998. As JHVLICO's parent, John Hancock will from
time to time make capital contributions to JHVLICO to enable it to meet its
reserve requirements and expenses in connections with its business and to ensure
that it maintains a positive net worth.

WHO SHOULD PURCHASE A CONTRACT?

  We designed these contracts for individuals doing their own retirement
planning, including purchases under plans and trusts that do not qualify for
special tax treatment under the Internal Revenue Code of 1986 (the "Code"). We
also designed the contracts for purchase under:

     . pension and profit-sharing plans qualified under Section 401(c) of
       the Code, known as H.R. 10 Plans;

     . pension or profit-sharing plans qualified under sections 401(a) or
       403(a) of the Code, known as "corporate plans";

     . plans qualified under Section 401(k) of the Code;

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

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

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

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

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

  To accommodate "employer-related" plans, we provide "unisex" purchase rates.
That means the annuity purchase rates are the same for males and females. Any
questions you have as to whether you are participating in an "employer-related"
plan

                                       22
<PAGE>

should be directed to your employer. Any question you or your employer have
about unisex rates may be directed to the John Hancock Annuity Servicing Office.

HOW WE SUPPORT THE VARIABLE INVESTMENT OPTIONS

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

  The Account's assets, including the Trust's shares, belong to JHVLICO. Each
contract provides that amounts we hold in the Account pursuant to the policies
cannot be reached by any other persons who may have claims against us.

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

THE ACCUMULATION PERIOD

YOUR VALUE IN OUR VARIABLE INVESTMENT OPTIONS

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

VALUATION OF ACCUMULATION UNITS

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

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

  The value of each accumulation unit will change daily depending upon the
investment performance of the Fund that corresponds to that variable investment
option and certain charges we deduct from such investment option. (See below
under "Variable investment option valuation procedures.")

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

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

YOUR VALUE IN THE FIXED INVESTMENT OPTION

  On any date, the total value of your contract in the fixed investment option
equals:

     . the amount of premium payments or transferred amounts allocated to
       the fixed investment option, MINUS

     . the amount of any withdrawals or transfers paid out of the fixed
       investment option, PLUS

                                       23
<PAGE>

     . interest compounded daily on any amounts in the fixed investment
       option at the effective annual rate of interest we have declared,
       MINUS

     . the amount of any charges and fees deducted from fixed investment
       option.

THE ANNUITY PERIOD

DATE OF MATURITY

  Your contract specifies the date of maturity, when payments from one of our
annuity options are scheduled to begin. You initially choose a date of maturity
when you complete your application for a contract. Unless we otherwise permit,
the date of maturity must be

     . at least 6 months after the date the first premium payment is applied
       to your contract and

     . no later than the maximum age specified in your contract (normally
       age 85).

  Subject always to these requirements, you may subsequently select an earlier
date of maturity. The John Hancock Annuity Servicing Office must receive your
new selection at least 31 days prior to the new date of maturity, however. Also,
if you are selecting or changing your date of maturity for a contract issued
under a tax qualified plan, special limits apply. (See "Contracts purchased for
a tax-qualified plan," beginning on page 29.)

CHOOSING FIXED OR VARIABLE ANNUITY PAYMENTS

  During the annuity period, the total value of your contract must be allocated
to no more than four investment options. During the annuity period, we offer
annuity payments on a fixed basis as one investment option, and annuity payments
on a variable basis for EACH variable investment option.

  We will generally apply (1) amounts allocated to the fixed investment option
as of the date of maturity to provide annuity payments on a fixed basis and (2)
amounts allocated to variable investment options to provide annuity payments on
a variable basis. If you are using more than four investment options on the date
of maturity, we will divide your contract's value among the four investment
options with the largest values, pro-rata based on the amount of the total value
of your contract that you have in each.

  Once annuity payments commence, you may not make transfers from fixed to
variable or from variable to fixed.

SELECTING AN ANNUITY OPTION

  Each contract provides, at the time of its issuance, for annuity payments to
commence on the date of maturity pursuant to Option A: "life annuity with 10
years guaranteed" (discussed under "Annuity options" on page 26 below).

  Prior to the date of maturity, you may select a different annuity option.
However, if the total value of your contract on the date of maturity is not at
least $5,000, Option A: "life annuity with 10 years guaranteed" will apply,
regardless of any other election that you have made. You may not change the form
of annuity option once payments commence.

  If the initial monthly payment under an annuity option would be less than $50,
we may make a single sum payment equal to the total surrender value of your
contract on the date the initial payment would be payable. Such single payment
would replace all other benefits. Alternatively, if you agree, we will make
payments at quarterly, semi-annual, or annual intervals in place of monthly
payments.

                                       24
<PAGE>

  Subject to that $50 minimum limitation, your beneficiary may elect an annuity
option if

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

     . the beneficiary is entitled to payment of a death benefit of at least
       $5,000 in a single sum; and

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

  You may also elect to have the surrender value of your contract applied to an
annuity option at the time of full surrender if your contract has been
outstanding for at least 6 months. If the total value of your contract, at death
or surrender, is less than $5,000, no annuity option will be available.

VARIABLE MONTHLY ANNUITY PAYMENTS

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

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

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

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

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

   ASSUMED INVESTMENT RATE
   -----------------------

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

  You may elect an assumed investment rate of 5% or 6%, provided such a rate is
available in your state. If you elect a higher assumed investment rate, your
initial variable annuity payment will also be higher. Eventually, however, the
monthly variable annuity payments may be smaller than if you had elected a lower
assumed investment rate.

FIXED MONTHLY ANNUITY PAYMENTS

  The dollar amount of each fixed monthly annuity payment is specified during
the entire period of annuity payments, according to the provisions of the
annuity option selected. To determine such dollar amount we first, in accordance
with the procedures described above, calculate the amount to be applied to the
fixed annuity option as of the date of maturity. We then subtract any applicable
premium tax charge and divide the difference by $1,000. We then multiply the
result by the greater of

     . the applicable fixed annuity purchase rate shown in the appropriate
       table in the contract; or

     . the rate we currently offer at the time of annuitization.  (This
       current rate may be based on the sex of the annuitant, unless
       prohibited by law.)

                                       25
<PAGE>

ANNUITY OPTIONS

  Here are some of the annuity options that are available, subject to the terms
and conditions described above. We reserve the right to make available optional
methods of payment in addition to those annuity options listed here and in your
contract.

  OPTION A: LIFE ANNUITY WITH PAYMENTS FOR A GUARANTEED PERIOD - We will make
monthly payments for a guaranteed period of 5, 10, or 20 years, as selected by
you or your beneficiary, and after such period for as long as the payee lives.
If the payee dies prior to the end of such guaranteed period, we will continue
payments for the remainder of the guarantee period to a contingent payee,
subject to the terms of any supplemental agreement issued.

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

  OPTION B: LIFE ANNUITY WITHOUT FURTHER PAYMENT ON DEATH OF PAYEE - We will
make monthly payments to the payee as long as he or she lives. We guarantee no
minimum number of payments.

VARIABLE INVESTMENT OPTION VALUATION PROCEDURES

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

DISTRIBUTION REQUIREMENTS FOLLOWING DEATH OF OWNER

  If you did not purchase your contract under a tax qualified plan (as that term
is used below), the Code requires that the following distribution provisions
apply if you die. We summarize these provisions in the box below. In most cases,
these provisions do not cause a problem if you are also the annuitant under your
policy. If you have designated someone other than yourself as the annuitant,
however, your heirs will have less discretion than you would have had in
determining when and how the contract's value would be paid out.

- --------------------------------------------------------------------------------
IF YOU DIE BEFORE ANNUITY PAYMENTS HAVE BEGUN:

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

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

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

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

                                       26
<PAGE>

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

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

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

IF YOU DIE ON OR AFTER ANNUITY PAYMENTS HAVE BEGUN

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

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

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

MISCELLANEOUS PROVISIONS

ASSIGNMENT; CHANGE OF OWNER OR BENEFICIARY

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

  Subject to these limits, while the annuitant is alive, you may designate
someone else as the owner by written notice to the John Hancock Annuity
Servicing Office. The contract designates the person you choose as beneficiary.
You may change the beneficiary by written notice no later than receipt of due
proof of the death of the annuitant. Changes of owner or beneficiary will take
effect whether or not you or the annuitant is then alive. However, these changes
are subject to:

     . the rights of any assignees of record,

     . the any action taken prior to receipt of the notice, and

     . certain other conditions.

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

TAX INFORMATION

OUR INCOME TAXES

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

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

CONTRACTS NOT PURCHASED TO FUND A TAX-QUALIFIED PLAN

   UNDISTRIBUTED GAINS
   -------------------

  We believe the contracts will be considered annuity contracts under Section 72
of the Code. This

                                       27
<PAGE>

means that, ordinarily, you pay no federal income tax on any gains in your
contract until we actually distribute assets to you.

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

   ANNUITY PAYMENTS
   ----------------

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

  The Code prescribes the allocable portion of each such annuity payment to be
excluded from income according to one formula if the payments are variable and a
somewhat different formula if the payments are fixed. In each case, speaking
generally, the formula seeks to allocate an appropriate amount of the investment
in the contract to each payment. After the entire "investment in the contract"
has been distributed, any remaining payment is fully taxable.

   SURRENDERS AND WITHDRAWALS BEFORE DATE OF MATURITY
   --------------------------------------------------

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

  When you take a partial withdrawal from a contract, including a payment under
a systematic withdrawal plan, all or part of the payment may constitute taxable
ordinary income to you. The taxable portion generally equals the amount, if any,
by which the payment exceeds your then investment in the contract. If you assign
or pledge any part your contract's value, the value so pledged or assigned is
taxed the same way as if it were a partial withdrawal.

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

   PENALTY FOR PREMATURE WITHDRAWALS
   ---------------------------------

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

DIVERSIFICATION REQUIREMENTS

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

  The Treasury Department or the Internal Revenue Service may, at some future
time, issue a ruling or regulation presenting situations in which it will deem
contract owners to exercise "investor control" over the Fund shares that are
attributable to their contracts. The Treasury Department has said informally
that this could limit the number or

                                       28
<PAGE>

frequency of transfers among variable investment options. This could cause you
to be taxed as if you were the direct owner of your allocable portion of Fund
shares. We reserve the right to amend the contracts or the choice of investment
options to avoid, if possible, current taxation to the owners.

CONTRACTS PURCHASED FOR A TAX QUALIFIED PLAN

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

   WITHHOLDING ON ROLLOVER DISTRIBUTIONS
   -------------------------------------

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

   CONTRACTS PURCHASED AS INDIVIDUAL RETIREMENT ANNUITIES (IRAS)
   -------------------------------------------------------------

  An individual retirement annuity (as defined in Section 408 of the Code)
generally permits an eligible purchaser to take a federal income tax deduction
of up to $2,000 per year for contributions to the IRA. (You can never, however,
deduct more than 100% of your compensation includable in your gross income for
the year.) You may also purchase an IRA contract for the benefit of your spouse
(regardless of whether your spouse has a paying job). You can generally deduct
up to $2,000 for each of you and your spouse (or, if less, your combined
compensation).

  If you or your spouse is an active participant in an employer-sponsored
retirement plan, you may make deductible premium payment only if your adjusted
gross incomes do not exceed certain amounts. You can still contribute the full
$2000 for each of you and your spouse, however, even though they are not
deductible. Nor can you take a deduction for premium payments made in or after
the taxable year in which you attain age 70 1/2 or for a "rollover contribution"
as defined in the Code.

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

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

   CONTRACTS PURCHASED UNDER SIMPLE RETIREMENT ACCOUNTS (SIMPLE IRAS)
   ------------------------------------------------------------------

  In general, a small business employer may establish a SIMPLE IRA retirement
plan, if the employer employed less than 100 employees on any day during the
preceding calendar year. As an employee of such small business employer, you may
make premium payments to the SIMPLE IRA. You may specify the percentage of
compensation that you will contribute to the SIMPLE IRA, provided the amount of
contribution does not exceed $6,000 a year. Your employer must elect to make a
matching contribution of up to 3% of your compensation or an non-elective
contribution equal to 2% of your compensation.

                                       29
<PAGE>

   CONTRACTS PURCHASED UNDER CERTAIN NON-DEDUCTIBLE IRAS (ROTH IRAS)
   -----------------------------------------------------------------

  In general, you may make purchase payments of up to $2,000 each year for a new
type of non-deductible IRA contract, known as a ROTH IRA. Any contributions made
during the year for any other IRA you have will reduce the amount you otherwise
could contribution to a ROTH IRA. Also, the $2,000 maximum for a ROTH IRA phases
out for single taxpayers with adjusted gross incomes between $95,000 and
$110,000, for married taxpayers filing jointly with adjusted gross incomes
between $150,000 and $160,000, and for a married taxpayer filing separately with
adjusted gross income between $0 and $15,000.

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

     . after you reach age 591/2,

     . on your death or disability, or

     . to one of the following qualified first-time home purchasers, subject
       to a $10,000 lifetime maximum:  you or your spouse, child,
       grandchild, or ancestor.

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

  You may make a tax-free rollover contribution from a non-ROTH IRA, unless

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

     . you are a married taxpayer filing a separate return.

The $2,000 ROTH IRA contribution limit does not apply to tax-free rollover
contributions.

  You must, however, pay tax on any portion of the non-ROTH IRA being rolled
over that represents income on a previously deductible IRA contribution. No
similar limitations apply to rollovers from one ROTH IRA to another ROTH IRA.

   CONTRACTS PURCHASED UNDER SECTION 403(B) PLANS (TSA)
   ----------------------------------------------------

  Under these tax-sheltered annuity ("TSA") arrangements, public school systems
and certain tax-exempt organizations can make premium payments into contracts
owned by their employees that are not taxable currently to the employee.

  The amount of such non-taxable contributions each year

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

     . may not, together with all other deferrals the employee elects under
       other tax-qualified plans, exceed $10,000; and

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

  When we make annuity payments from the contract, such payments are taxed to
the employee or other payee under the same rules that apply to such payments
under corporate plans (discussed below), except that five-year averaging and
capital gain phase-out are not available.

                                       30
<PAGE>

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

  Moreover, the Code prohibits distributions from a TSA contract before the
employee reaches age 59 1/2, except

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

     . with respect to distributions of assets held under a TSA contract as
       of December 31, 1988,

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

   CONTRACT LOANS UNDER SECTION 403(B) QUALIFIED CONTRACTS
   -------------------------------------------------------

  Prior to the date of maturity of your contract, you may request a loan from
the total value of your contract. If the loan meets the amount and prepayment
requirements described in detail in Appendix B, we will not report the loan to
the Internal Revenue Service as a taxable distribution. To apply for a loan, you
must use our required loan forms. Forms are available through our the John
Hancock Annuity Servicing Office. At the time the loan is issued, we will
provide you with a detailed loan agreement containing all the requirements of
the loan.

  Contract loans are subject to many conditions and requirements of the Code and
ERISA and the terms of any retirement plan in connection with which your
contract was acquired. For example, serious tax consequences may result, if you
don't make your loan payments when due or if we find it otherwise necessary to
exercise our right to use all or part of the value of your contract to repay a
contract loan. Because the tax and ERISA laws can be very confusing, you should
always consult a qualified adviser before taking any action with respect to
contract loans.

   CONTRACTS PURCHASED FOR "CORPORATE" PLANS
   -----------------------------------------

  In general, an employer may deduct from its taxable income premium payments it
makes under

     . a qualified pension or profit-sharing plan described in Section
       401(a) of the Code or

     . a qualified annuity plan described in Section 403(a) of the Code.

Nor do the employees participating in the plan have to pay tax on such
contributions when made.

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

  The non-taxable portion of each annuity payment is determined, under the Code,
according to one formula if the payments are variable and a somewhat different
formula if the payments are fixed. In each case, speaking generally, the formula
seeks to allocate an appropriate amount of the investment in the contract to
each payment.

  Certain special five-year income tax averaging provisions are available for
total distributions made in 1999, but not after that. Other favorable procedures
may also be available to taxpayers who had attained age 50 prior to January 1,
1986.

                                       31
<PAGE>

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

   CONTRACTS PURCHASED FOR H.R. 10 (SELF-EMPLOYED) PLANS
   -----------------------------------------------------

  Self-employed persons, including partnerships, purchase contracts for tax
qualified pension and profit-sharing plans that they establish for themselves
and for their employees. The Code limits the maximum amount of premium payments
that the self-employed person may deduct for federal income tax purposes each
year. With respect to variable annuity contracts issued on the life of
self-employed persons under such plans, the maximum generally is the lesser of

     . $30,000, or

     . 25% of "earned income" (as defined in the Code).

  Self-employed persons must also make premium payments for their employees (who
have met certain eligibility requirements) at least at the same rate as they do
for themselves.

  Tax qualified plans may permit self-employed persons and their employees to
make additional premium payments themselves (which are not deductible) of up to
10% of earned income or compensation.

  When we make annuity payments under an H.R. 10 contract, the payee must pay
federal income taxes under the same rules that apply to such payments under
corporate plans (discussed above).

  The tax treatment of annuity payments is also the same as under corporate
plans (discussed above); as, in most respects, is the tax treatment of single
sum payments.

  The same rules discussed above that determine n for corporate plans (a) when
annuity payments must commence and (b) the 10% penalty tax on certain early
distributions also apply to H.R. 10 plans.

   CONTRACTS PURCHASED  UNDER GOVERNMENT DEFERRED COMPENSATION PLANS
   -----------------------------------------------------------------

  You can exclude a portion of your compensation from gross income if you
participate in a deferred compensation plan maintained by

     . a state,

     . a political subdivision of a state,

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

     . a tax-exempt organization.

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

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

     . $7,500 or

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

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

     . the plan must not permit distributions prior to your separation from
       service (except in the case of an unforeseen emergency), and

                                       32
<PAGE>

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

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

   CONTRACTS PURCHASED FOR "TOP-HEAVY" PLANS
   -----------------------------------------

  Certain corporate and H.R. 10 plans may fall within Section 416 of the Code's
definition of "top-heavy plans." This can happen if the plan holds a significant
amount of its assets for the benefit of "key employees" (as defined in the
Code). You should consider whether your plan meets the definition. If so, you
should take care to consider the special limitations applicable to top-heavy
plans and the potentially adverse tax consequences to key employees.

   TAX-FREE ROLLOVERS
   ------------------

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

     . a regular IRA to another regular IRA,

     . any tax-qualified plan to a regular IRA,

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

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

   SEE YOUR OWN TAX ADVISER
   ------------------------

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

PERFORMANCE INFORMATION

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

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

     . the value at the end of such period.

                                       33
<PAGE>

  At Account level, total return reflects adjustments for

     . the mortality and expense risk charges,

     . the administrative charge,

     . the annual contract fee, and

     . any withdrawal charge payable if the owner surrenders his contract at
       the end of the relevant period.

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

  We may also advertise total return in a non-standard format in conjunction
with the standard format described above. The non-standard format is the same as
the standard format, except that it will not reflect any withdrawal charge.

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

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

  We also advertise current yield for investments in the other variable
investment options. For investments in these options, we calculate current yield
by the following formula:

- ----------------------------------------------
the annualization of the income earned by a
investment in the variable investment option
during a recent 30-day period
                  DIVIDED BY
the maximum offering price per unit of  the
variable investment option at the end of such
30-day period
- ----------------------------------------------

  In all cases, current yield and effective yield reflect all the recurring
charges at the Account level, but will not reflect any premium tax or any
withdrawal charge.

REPORTS

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

VOTING PRIVILEGES

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

CERTAIN CHANGES

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

     . to transfer assets that we determine to be your assets from the
       Account to another separate account or investment option by
       withdrawing the same percentage of each investment in the Account
       with

                                       34
<PAGE>

       proper adjustments to avoid odd lots and fractions,

     . to add or delete variable investment options,

     . to change the underlying investment vehicles,

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

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

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

DISTRIBUTION OF CONTRACTS

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

  You can purchase a contract either through Signators registered representative
or through other broker-dealers whose representatives are authorized by
applicable law to sell annuity products. We do not expect the compensation to
such broker-dealers to exceed 3.0% of premium payments. Signator compensates its
registered representatives for sales of the contracts on a commission and fee
service basis. We, in turn, reimburse Signator for direct and indirect expenses
actually incurred in connection with the marketing and sales of these contracts.
We offer these contracts on a continuous basis, but neither JHVLICO nor Signator
is obligated to sell any particular amount of contracts.

IMPACT OF THE YEAR 2000 ISSUE

  The advent of the Year 2000 presents us with a technological challenge: making
our systems function properly with respect to dates in the year 2000 and after.
In responds to that challenge, we have developed and are executing a plan to
modify or replace significant portions of our computer informations systems and
automated technologies. The plan involves coordination and testing with business
partners in an effort to minimize the possibility that external factors will
adversely impact our systems. We believe that, with modifications to existing
systems and conversions to new technologies, the Year 2000 will not pose
significant operational problems for our computer systems. However, if certain
modifications and conversions are not made, or are not completed on time, the
Year 2000 issue could have an adverse impact on our operations.

  We have substantially completed the process of remediating our systems and
expect the compliance testing component of the project to be completed by June,
1999. This completion target was derived utilizing numerous assumptions of
future events, including availability of certain resources and other factors.
However, there can be no guarantee that this estimate will be achieved, that
these steps will be sufficient or that actual results may not differ materially
from those anticipated. For more information about the impact of the Year 2000
issue, refer to Note 12 to the Notes to the Financial Statements of John Hancock
Variable Life Insurance Company included in the Statement of Additional
Information to this prospectus.

REGISTRATION STATEMENT

  This prospectus omits certain information contained in the registration
statement that we filed with the SEC. You can get more details from the

                                       35
<PAGE>

SEC upon payment of prescribed fees or through the SEC's internet web site
(www.sec.gov).

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

<TABLE>
<CAPTION>
                                                    page of SAI
<S>                                                     <C>
VARIATIONS IN CHARGES .................................  2

DISTRIBUTION ..........................................  2

CALCULATION OF PERFORMANCE DATA .......................  2

OTHER PERFORMANCE INFORMATION .........................  4

CALCULATION OF ANNUITY PAYMENTS .......................  4

ADDITIONAL INFORMATION ABOUT DETERMINING
 UNIT VALUES ..........................................  6

PURCHASES AND  REDEMPTIONS OF FUND SHARES .............  7

THE ACCOUNT ...........................................  8

DELAY OF CERTAIN PAYMENTS .............................  8

LIABILITY FOR TELEPHONE TRANSFERS .....................  8

VOTING PRIVILEGES .....................................  8

JHVLICO FINANCIAL STATEMENTS .......................... 10

SEPARATE ACCOUNT FINANCIAL STATEMENTS ................. 23
</TABLE>

EXPERTS

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

                                       36
<PAGE>

                       CONDENSED FINANCIAL INFORMATION
                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

  The following table provides selected data for each accumulation share
throughout the period as follows:

<TABLE>
<CAPTION>
                                                                                   Period from
                                                                                   January 26,
                                        Year-End       Year-End       Year-End       1995 to
                                       December 31,   December 31,  December 31,   December 31,
                                           1997           1997          1996           1995
                                      -------------  -------------  ------------  --------------
<S>                                   <C>            <C>            <C>           <C>
GROWTH & INCOME
Accumulation share value:
  Beginning of period. . . . .             $19.75         $15.44         $13.24        $10.00
  End of period. . . . . . . .             $25.34         $19.75         $15.44        $13.24
Number of Accumulation Shares
 outstanding at end of period.         16,623,489     13,724,964      7,102,432     2,066,823

SOVEREIGN BOND
Accumulation share value:
  Beginning of period. . . . .             $12.97         $11.96         $11.66        $10.00
  End of period. . . . . . . .             $13.83         $12.97         $11.96        $11.66
Number of Accumulation Shares
 outstanding at end of period.          7,060,247      4,981,289      2,750,678       727,898

MONEY MARKET
Accumulation share value:
  Beginning of period. . . . .             $11.22         $10.80         $10.41        $10.00
  End of period. . . . . . . .             $11.65         $11.22         $10.80        $10.41
Number of Accumulation Shares
 outstanding at end of period.          4,529,599      4,567,952      3,168,756     1,077,898

LARGE CAP GROWTH
Accumulation share value:
  Beginning of period. . . . .             $19.20         $14.88         $12.77        $10.00
  End of period. . . . . . . .             $26.39         $19.20         $14.88        $12.77
Number of Accumulation Shares
 outstanding at end of period.          5,998,713      1,771,232      2,911,076       867,756

MANAGED
Accumulation share value:
  Beginning of period. . . . .             $15.79         $13.50         $12.37        $10.00
  End of period. . . . . . . .             $18.73         $15.79         $13.50        $12.37
Number of Accumulation Shares
 outstanding at end of period.         23,584,757     20,146,894     12,509,325     3,542,190

REAL ESTATE EQUITY
Accumulation share value:
  Beginning of period. . . . .             $17.16         $14.86         $11.34        $10.00
  End of period. . . . . . . .             $14.08         $17.16         $14.86        $11.34
Number of Accumulation Shares
 outstanding at end of period.          1,376,429      1,444,160        528,458       141,749

INTERNATIONAL EQUITY INDEX
Accumulation share value:
  Beginning of period. . . . .             $11.17         $11.94         $11.10        $10.00
  End of period. . . . . . . .             $13.29         $11.17         $11.94        $11.10
Number of Accumulation Shares
 outstanding at end of period.          1,463,435      1,394,138        947,816       277,248

SHORT-TERM BOND
Accumulation share value:
  Beginning of period. . . . .             $11.66         $11.13         $10.90        $10.00
  End of period. . . . . . . .             $12.16         $11.66         $11.13        $10.90
Number of Accumulation Shares
 outstanding at end of period.          1,965,016      1,591,452      1,112,035       373,171

SMALL/MID CAP GROWTH
Accumulation share value:
  Beginning of period. . . . .             $17.40         $17.07         $13.29        $10.00
  End of period. . . . . . . .             $18.11         $17.40         $17.07        $13.29
Number of Accumulation Shares
 outstanding at end of period.          3,371,066      3,799,693      3,137,620       620,479
</TABLE>

                                       37
<PAGE>

<TABLE>
<CAPTION>
                                                                 Period from
                                 Year-Ended      Year-End        May 1, 1996
                                December 31,    December 31,   to December 31,
                                    1998            1997            1996
                                ------------   -------------  -----------------
<S>                             <C>            <C>            <C>
EQUITY INDEX
Accumulation Share Value
  Beginning of period . . . .        $14.79         $11.31           $10.00
  End of Period . . . . . . .        $18.72         $14.79           $11.31
Number of Accumulation Shares
 outstanding at end of period     3,637,757      2,453,427          450,914

LARGE CAP VALUE
Accumulation Share Value
  Beginning of period . . . .        $14.28         $11.28           $10.00
  End of Period . . . . . . .        $15.37         $14.28           $11.28
Number of Accumulation Shares
 outstanding at end of period     3,121,477      2,416,480          701,999

MID CAP GROWTH
Accumulation Share Value
  Beginning of period . . . .        $11.69         $10.17           $10.00
  End of Period . . . . . . .        $16.02         $11.69           $10.17
Number of Accumulation Shares
 outstanding at end of period     2,121,920      1,542,797          640,918

MID CAP VALUE
Accumulation Share Value
  Beginning of period . . . .        $14.99         $11.50           $10.00
  End of period . . . . . . .        $13.10         $14.99           $11.50
Number of Accumulation Shares
 outstanding at end of period     2,147,209        486,455        1,263,857

SMALL CAP GROWTH
Accumulation Share Value
  Beginning of period . . . .        $11.09          $9.85           $10.00
  End of period . . . . . . .        $12.51         $11.09            $9.85
Number of Accumulation Shares
 outstanding at end of period    11,911,189      1,595,204          664,827

SMALL CAP VALUE
Accumulation Share Value
  Beginning of period . . . .        $13.52         $10.92           $10.00
  End of period . . . . . . .        $12.53         $13.52           $10.92
Number of Accumulation Shares
 outstanding at end of period     1,605,546      1,127,930          316,146

GLOBAL BOND
Accumulation Share Value
  Beginning of period . . . .        $11.35         $10.56           $10.00
  End of period . . . . . . .        $12.20         $11.35           $10.56
Number of Accumulation Shares
 outstanding at end of period     2,327,990      1,455,988          388,491

INTERNATIONAL OPPORTUNITIES
Accumulation Share Value
  Beginning of period . . . .        $10.61         $10.56           $10.00
  End of period . . . . . . .        $12.12         $10.61           $10.56
Number of Accumulation Shares
 outstanding at end of period       926,001        822,385          331,927

INTERNATIONAL BALANCED
Accumulation Share Value
  Beginning of period . . . .        $10.68         $10.57           $10.00
  End of period . . . . . . .        $12.42         $10.68           $10.57
Number of Accumulation Shares
 outstanding at end of period       575,695        469,989          232,388
</TABLE>

                                       38
<PAGE>

<TABLE>
<CAPTION>
                                               PERIOD FROM
                                              NOVEMBER 30,
                                                 1998 TO
                                              DECEMBER 31,
                                                  1998
                                             ---------------
<S>                                          <C>
SMALL/MID CAP CORE
Accumulation share value:
  Beginning of period. . . . . . . . . . .       $10.00
  End of period. . . . . . . . . . . . . .       $10.69
Accumulation share value . . . . . . . . .           13

GLOBAL EQUITY
Accumulation share value:
  Beginning of period. . . . . . . . . . .       $10.00
  End of period. . . . . . . . . . . . . .       $10.30
Accumulation share value:                         2,335

EMERGING MARKETS EQUITY
Accumulation share value:
  Beginning of period. . . . . . . . . . .       $10.00
  End of period. . . . . . . . . . . . . .       $ 9.27
Accumulation share value . . . . . . . . .           --

BOND INDEX
Accumulation share value:
  Beginning of period. . . . . . . . . . .       $10.00
  End of period. . . . . . . . . . . . . .       $10.00
Accumulation share value                          4,781

HIGH YIELD BOND
Accumulation share value:
  Beginning of period. . . . . . . . . . .       $10.00
  End of period. . . . . . . . . . . . . .       $ 9.89
Accumulation share value . . . . . . . . .       11,612
</TABLE>

                                       39
<PAGE>

              APPENDIX A - EXAMPLE OF WITHDRAWAL CHARGE CALCULATION

ASSUME THE FOLLOWING FACTS:

  On January 1, 1996, you make a $5000 initial premium payment and we issue you
    a contract.
  On January 1, 1997, you make a $1000 premium payment
  On January 1, 1998, you make a $1000 premium payment.
  On January 1, 1999, the total value of your contract is $9000 because of good
    investment earnings.

  Now assume you make a partial withdrawal of $6000 (no tax withholding) on
    January 2, 1999. In this case, assuming no prior withdrawals, we would
    deduct a CDSL of $399.89. We withdraw a total of $5600.11 from your
    contract.

  $6000.00   --  withdrawal request payable to you
  + 399.89   --  withdrawal charge payable to us
  --------
  $5600.11   --  total amount withdrawn from your contract

HERE IS HOW WE DETERMINE THE WITHDRAWAL CHARGE:

  1. We FIRST reduce your $5,000 INITIAL PREMIUM DEPOSIT by the three annual $30
     contract fees we assessed on January 1, 1997, 1998, and 1999. We withdraw
     the remaining $4910 from your contract.

  $5000
    -30   --  1997 contract fee payable to us
    -30   --  1998 contract fee payable to us
    -30   --  1999 contract fee payable to us
  -----
  $4910   --  amount of your initial premium payment we would consider to be
              withdrawn.

  Under the free withdrawal provision, we deduct 10% of the total value of your
    contract at the beginning of the contract year, or $900 (.10 x $9000). We
    pay the $900 to you as part of your withdrawal request, and we assess a
    withdrawal charge on the remaining balance of $4010. Because you made the
    initial premium payment 3 years ago, the withdrawal charge percentage is 7%.
    We deduct the resulting $280.70 from your contract to cover the withdrawal
    charge on your initial premium payment. We pay the remainder of $3729.30 to
    you as a part of your withdrawal request.

  $4910
   -900  --  free withdrawal amount (payable to you)
  -----
  $4010
  x .07
  -----
  $280.70  --  withdrawal charge on initial premium payment (payable to us)

                                       40
<PAGE>

  $4010.00
   -280.70
  --------
   3729.30  --  part of withdrawal request payable to you

  2. We NEXT deem the entire amount of your 1997 PREMIUM PAYMENT to be withdrawn
     and we assess a withdrawal charge on that $1000 amount. Because you made
     this premium payment 2 years ago, the withdrawal charge percentage is 8%.
     We deduct the resulting $80 from your contract to cover the withdrawal
     charge on your 1997 premium payment. We pay the remainder of $920 to you
     as a part of your withdrawal request.

  $1000
  x .08
  -----
    $80   --  withdrawal charge on 1997 premium payment (payable to us)

  $1000
   - 80
   ----
   $920   --   part of withdrawal request payable to you

  3. We NEXT determine what additional amount we need to withdraw to provide you
     with the total $6000 you requested, after the deduction of the withdrawal
     charge on that additional amount. We have already allocated $900 from the
     free withdrawal amount, $3729.30 from your initial premium payment, and
     $920 from your 1998 PREMIUM PAYMENT. Therefore, $450.70 is needed to reach
     $6000.

  $6000.00   --   total withdrawal amount requested
   -900.00   --   free withdrawal amount
  -3729.30   --   payment deemed from initial premium payment
   -920.00   --   payment deemed from 1997 premium payment
  --------
   $450.70   --   additional payment to you needed to reach $6000

  We know that the withdrawal charge percentage for this remaining amount is 8%,
    because you are already deemed to have withdrawn all premiums you paid prior
    to 1998. We use the following formula to determine how much more we need to
    withdraw:

  Remainder due to you = Withdrawal needed - [applicable withdrawal charge
    percentage times withdrawal needed]

  $450.70  =  x - [.08x]
  $450.70  =  .92x

  $450.7
  ------
    0.92   =  x

  $489.89  =  x

                                       41
<PAGE>

   $489.89   --   deemed withdrawn from 1998 premium payment
  -$450.70   --   part of withdrawal request payable to you
  -------
    $39.19   --   withdrawal charge on 1998 premium deemed withdrawn (payable
                  to us)

   $280.70   --   withdrawal charge on the INITIAL PREMIUM PAYMENT
   $ 80.00   --   withdrawal charge on the 1997 PREMIUM PAYMENT
   $ 39.19   --   withdrawal charge on the 1998 PREMIUM PAYMENT
   -------
   $399.89   --   Total withdrawal charge

                                       42
<PAGE>

        APPENDIX B - CONTRACT LOANS UNDER SECTION 403(b) ("TSA LOANS")

  Any loan under this section will be secured by a security interest in your
contract. The loan amount must be at least $2,500 and may not, on the date of
the loan (defined below), exceed the lesser of

     . 50% of the total value of your contract,

     . $50,000 or

     . the sum of 100% of the total value of your contract invested in the
       variable investment options and 20% of the total value of your
       contract invested in the fixed investment option.

  We will deduct that portion of the loan amount up to 20% of the total value of
your contract on the date of the loan proportionately from each investment
option you are then using. We will decoct any amount in excess of 20% of the
total value of your contract on the date of the loan proportionately from each
VARIABLE investment option you are then using.

  On the date of the loan, we will transfer the total loan amount to the loan
collateral account. This account is held in JHVLICO's general investment account
and accrues interest at an effective rate equal to 1% less than the loan
interest rate described below. We transfer the interest accrued on the loan
collateral account back to the investment options on each contract anniversary
in the same proportion as your investment options are then allocated.

  The DATE OF THE LOAN will be the business date on which we receive at the John
Hancock Annuity Servicing Office all the necessary documentation assigning your
contract as the security for the loan. If such receipt occurs on a date on which
we do not value shares, then the date of the loan will be the next business day
following such receipt on which we do value shares.

  We determine the LOAN INTEREST RATE for this contract annually. We make such
determination in the calendar month immediately preceding the calendar month in
which your contract anniversary occurs. We apply the loan interest rate to any
loan made during the calendar year following the date we determine the loan
interest rate. Except as otherwise required by applicable state law, we will not
set a rate in excess of the greater of

     . Moody's Corporate Bond Yield Average - Monthly Average Corporates (as
       published by Moody's Investors Service), or any successor thereto,
       for the calendar month which is two months before the month in which
       the date we determine the loan interest rate, or

     . 5%.

                                       43
<PAGE>

If Moody's Investors Service no longer publishes this average, JHVLICO reserves
the right to select a substitute that it deems appropriate, subject to
applicable law, regulation, or other state requirement. When a new rate is
determined,

     . we may increase the previous rate if the increase would be at least
       1/2%, and

     . we may reduce the previous rate if the decrease would be at least 1/2%.

We will notify you of the applicable loan interest rate at the time you make the
loan. The loan interest rate for any given loan will be fixed for the entire
loan period. Accrued interest on the loan will be added daily and will bear
interest from that date at the loan interest rate.

  Repayment of principal and interest will be amortized in level installments
payable no less frequently than quarterly over a period of no more than five
years, except as provided by law. Prior to the first installment date, we will
provide you with the repayment due dates and installment amounts in a repayment
schedule. The principal portion of each loan repayment will be transferred back
to the investment options in the same proportion as your investment options are
then allocated.

  Prepayment of the entire loan is permitted. In addition, loan prepayments in
excess of regularly scheduled prepayments that do not repay the entire LOAN
BALANCE (outstanding loan amount plus loan interest accrued to date) will be
applied to reduce the length of the loan. Such excess loan repayments do not
replace the regularly scheduled loan payments.

  If you fail to make a scheduled loan repayment within 90 calendar days after
the repayment due date, the loan balance or such other amount as required by
applicable law shall then be considered in default. To the extent the total
value of your contract contains (1) salary reduction contributions made on or
before December 31, 1988 and (2) earnings credited on such contributions on or
before such date at the time of default (together referred to as "pre-1988" with
regard to the default. We will withdraw from the total value of your contract an
amount equal to the amount in default with respect to such pre-1988
contributions (including withdrawal charges and any accrued and unpaid interest
to the date of the default). To the extent that the amount in default exceeds
the amount of pre-1988 contributions, we will make no actual foreclosure on the
loan security

     . until the earliest of your attaining age 59 1/2, separation from
       service, death, or becoming disabled (as defined in Section 72(m)(7))
       of the Code, and

     . unless, prior to the occurrence of such event, the excess is deemed a
       distribution reportable you.

  If you surrender your contract while there is an outstanding loan balance or,
if the annuitant dies while there is an outstanding loan balance, we will
determine an amount (positive or negative) by subtracting the outstanding loan
balance from the loan collateral account as of the date of surrender or death.
If such amount is positive, we will add it to the surrender value or

                                       44
<PAGE>

death benefit, as applicable. If the amount is negative, we will subtract it
from the surrender value or death benefit, as applicable. If, at any time, the
surrender value exceeds the loan collateral account, your loan will be subject
to certain excessive loan balance provisions set forth in your loan agreement.

  Because the Federal tax laws governing contract loans are very complex and
confusing, you should consult a qualified tax adviser before applying for a
contract loan.

                                       45
<PAGE>

       APPENDIX C - ILLUSTRATIVE CONTRACT VALUE AND ANNUITY PAYMENT TABLES

  The following tables present illustrative periodic contract values and annuity
payments that would have resulted under a contract described in this prospectus
had such values and payments been based exclusively upon the investment
experience of the nine specified variable investment options, assuming
investment by each of those investment options in the corresponding Fund of the
Trust and its predecessors during the periods shown. We have not illustrated the
other investment options because of the limited time that they have been
available. The contracts described in this prospectus were first offered in
1995.

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

  In the tables, we assume

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

     .  charges have been assessed at annual rate of 1.50% for mortality and
        expense risks and administrative services, and

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

  Absent expense reimbursements by JHVLICO to certain of the Funds for some
periods, the values illustrated would have been lower.

WHAT THE TABLES ILLUSTRATE

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

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

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

                                       46
<PAGE>

                                 GROWTH & INCOME

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

<TABLE>
<CAPTION>
                                                          CONTRACT VALUE
                                                          ON DECEMBER 31
      Contract Year Commencing                           OF THE SAME YEAR
      ------------------------                        ----------------------
      <S>                                             <C>
      January 1975  . . . . . . . . . . . . . . . .          12,755.81
      January 1976  . . . . . . . . . . . . . . . .          14,818.13
      January 1977  . . . . . . . . . . . . . . . .          13,031.36
      January 1978  . . . . . . . . . . . . . . . .          13,619.76
      January 1979  . . . . . . . . . . . . . . . .          15,591.96
      January 1980  . . . . . . . . . . . . . . . .          20,033.70
      January 1981  . . . . . . . . . . . . . . . .          19,914.88
      January 1982  . . . . . . . . . . . . . . . .          25,121.73
      January 1983  . . . . . . . . . . . . . . . .          30,156.05
      January 1984  . . . . . . . . . . . . . . . .          31,116.54
      January 1985  . . . . . . . . . . . . . . . .          41,312.63
      January 1986  . . . . . . . . . . . . . . . .          47,097.10
      January 1987  . . . . . . . . . . . . . . . .          48,211.94
      January 1988  . . . . . . . . . . . . . . . .          55,584.82
      January 1989  . . . . . . . . . . . . . . . .          70,924.09
      January 1990  . . . . . . . . . . . . . . . .          71,650.24
      January 1991  . . . . . . . . . . . . . . . .          88,913.44
      January 1992  . . . . . . . . . . . . . . . .          95,382.31
      January 1993  . . . . . . . . . . . . . . . .         106,491.92
      January 1994  . . . . . . . . . . . . . . . .         104,325.44
      January 1995  . . . . . . . . . . . . . . . .         137,933.51
      January 1996  . . . . . . . . . . . . . . . .         163,189.31
      January 1997  . . . . . . . . . . . . . . . .         208,737.18
      January 1998. . . . . . . . . . . . . . . . .         267,829.80
</TABLE>

                                       47
<PAGE>

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

<TABLE>
<CAPTION>
                                                            PAYMENT
      Month                                                For Month
      -----                                               -----------
      <S>                                                 <C>
      January 1975  . . . . . . . . . . . . . . . . . .      100.00
      January 1976  . . . . . . . . . . . . . . . . . .      125.93
      January 1977  . . . . . . . . . . . . . . . . . .      139.72
      January 1978  . . . . . . . . . . . . . . . . . .      121.21
      January 1979  . . . . . . . . . . . . . . . . . .      123.09
      January 1980  . . . . . . . . . . . . . . . . . .      135.79
      January 1981  . . . . . . . . . . . . . . . . . .      167.48
      January 1982  . . . . . . . . . . . . . . . . . .      161.98
      January 1983  . . . . . . . . . . . . . . . . . .      196.48
      January 1984  . . . . . . . . . . . . . . . . . .      225.28
      January 1985  . . . . . . . . . . . . . . . . . .      225.83
      January 1986  . . . . . . . . . . . . . . . . . .      291.00
      January 1987  . . . . . . . . . . . . . . . . . .      327.91
      January 1988  . . . . . . . . . . . . . . . . . .      325.80
      January 1989  . . . . . . . . . . . . . . . . . .      358.55
      January 1990  . . . . . . . . . . . . . . . . . .      423.24
      January 1991  . . . . . . . . . . . . . . . . . .      427.37
      January 1992  . . . . . . . . . . . . . . . . . .      487.59
      January 1993  . . . . . . . . . . . . . . . . . .      533.33
      January 1994  . . . . . . . . . . . . . . . . . .      573.95
      January 1995  . . . . . . . . . . . . . . . . . .      545.25
      January 1996  . . . . . . . . . . . . . . . . . .      691.83
      January 1997  . . . . . . . . . . . . . . . . . .      796.08
      January 1998. . . . . . . . . . . . . . . . . . .      943.07
      January 1999. . . . . . . . . . . . . . . . . . .    1,209.33
</TABLE>

  The amounts shown are based on the investment performance of the Growth &
Income Fund, and its predecessors. All amounts reflect the provisions of the
contracts described in this prospectus, including annuity tables based on the
standard assumed investment rate of 3 1/2% per annum. The amounts shown do not
reflect the deduction for any applicable premium tax. See text preceding these
tables.

                                       48
<PAGE>

                                  SOVEREIGN BOND

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

<TABLE>
<CAPTION>
                                                        Contract Value
                                                        ON DECEMBER 31
      Contract year Commencing                         of the same year
      ------------------------                        ------------------
      <S>                                             <C>
      June 1980 . . . . . . . . . . . . . . . . . .       10,223.96
      June 1981 . . . . . . . . . . . . . . . . . .       10,479.40
      June 1982 . . . . . . . . . . . . . . . . . .       13,296.87
      June 1983 . . . . . . . . . . . . . . . . . .       13,898.62
      June 1984 . . . . . . . . . . . . . . . . . .       15,677.98
      June 1985 . . . . . . . . . . . . . . . . . .       18,775.37
      June 1986 . . . . . . . . . . . . . . . . . .       20,995.90
      June 1987 . . . . . . . . . . . . . . . . . .       21,231.75
      June 1988 . . . . . . . . . . . . . . . . . .       22,623.89
      June 1989 . . . . . . . . . . . . . . . . . .       25,121.68
      June 1990 . . . . . . . . . . . . . . . . . .       26,572.35
      June 1991 . . . . . . . . . . . . . . . . . .       30,539.94
      June 1992 . . . . . . . . . . . . . . . . . .       32,390.12
      June 1993 . . . . . . . . . . . . . . . . . .       35,345.21
      June 1994 . . . . . . . . . . . . . . . . . .       33,925.32
      June 1995 . . . . . . . . . . . . . . . . . .       39,951.50
      June 1996 . . . . . . . . . . . . . . . . . .       40,972.79
      June 1997 . . . . . . . . . . . . . . . . . .       44,443.05
      June 1998 . . . . . . . . . . . . . . . . . .       47,386.22
</TABLE>


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

<TABLE>
<CAPTION>
                                                            PAYMENT
      Month                                                For Month
      -----                                              --------------
      <S>                                                <C>
      June 1980  . . . . . . . . . . . . . . . . . . .          100.00
      June 1981  . . . . . . . . . . . . . . . . . . .           95.93
      June 1982  . . . . . . . . . . . . . . . . . . .          104.12
      June 1983  . . . . . . . . . . . . . . . . . . .          124.33
      June 1984  . . . . . . . . . . . . . . . . . . .          118.58
      June 1985  . . . . . . . . . . . . . . . . . . .          142.20
      June 1986  . . . . . . . . . . . . . . . . . . .          160.43
      June 1987  . . . . . . . . . . . . . . . . . . .          160.31
      June 1988  . . . . . . . . . . . . . . . . . . .          165.52
      June 1989  . . . . . . . . . . . . . . . . . . .          173.81
      June 1990  . . . . . . . . . . . . . . . . . . .          177.91
      June 1991  . . . . . . . . . . . . . . . . . . .          187.50
      June 1992  . . . . . . . . . . . . . . . . . . .          202.68
      June 1993  . . . . . . . . . . . . . . . . . . .          216.43
      June 1994  . . . . . . . . . . . . . . . . . . .          209.49
      June 1995  . . . . . . . . . . . . . . . . . . .          221.21
      June 1996  . . . . . . . . . . . . . . . . . . .          224.91
      June 1997  . . . . . . . . . . . . . . . . . . .          231.22
      June 1998. . . . . . . . . . . . . . . . . . . .          245.17
</TABLE>

  The amounts shown are based on the investment performance of the Sovereign
Bond Fund, and its predecessors. All amounts reflect the provisions of the
contracts described in this prospectus, including annuity tables based on the
standard assumed investment rate of 3 1/2% per annum. The amounts shown do not
reflect the deduction for any applicable premium tax. See text preceding these
tables.

                                       49
<PAGE>

                                   MONEY MARKET

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

<TABLE>
<CAPTION>
                                                        Contract Value
                                                        on December 31
      Contract Year Commencing                         of the same year
      ------------------------                        ------------------
      <S>                                             <C>
      May 1982  . . . . . . . . . . . . . . . . . .       10,447.10
      May 1983  . . . . . . . . . . . . . . . . . .       11,190.47
      May 1984  . . . . . . . . . . . . . . . . . .       12,183.44
      May 1985  . . . . . . . . . . . . . . . . . .       12,980.32
      May 1986  . . . . . . . . . . . . . . . . . .       13,643.90
      May 1987  . . . . . . . . . . . . . . . . . .       14,340.86
      May 1988  . . . . . . . . . . . . . . . . . .       15,212.41
      May 1989  . . . . . . . . . . . . . . . . . .       16,378.23
      May 1990  . . . . . . . . . . . . . . . . . .       17,463.09
      May 1991  . . . . . . . . . . . . . . . . . .       18,231.23
      May 1992  . . . . . . . . . . . . . . . . . .       18,614.20
      May 1993  . . . . . . . . . . . . . . . . . .       18,898.77
      May 1994  . . . . . . . . . . . . . . . . . .       19,379.82
      May 1995  . . . . . . . . . . . . . . . . . .       20,196.48
      May 1996  . . . . . . . . . . . . . . . . . .       20,956.66
      May 1997  . . . . . . . . . . . . . . . . . .       21,771.42
      May 1998. . . . . . . . . . . . . . . . . . .       22,614.57
</TABLE>

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

<TABLE>
<CAPTION>
                                                            Payment
      Month                                                For Month
      -----                                              -------------
      <S>                                                <C>
      May 1982 . . . . . . . . . . . . . . . . . . . .      100.00
      May 1983 . . . . . . . . . . . . . . . . . . . .      103.24
      May 1984 . . . . . . . . . . . . . . . . . . . .      107.37
      May 1985 . . . . . . . . . . . . . . . . . . . .      112.51
      May 1986 . . . . . . . . . . . . . . . . . . . .      115.48
      May 1987 . . . . . . . . . . . . . . . . . . . .      116.70
      May 1988 . . . . . . . . . . . . . . . . . . . .      118.81
      May 1989 . . . . . . . . . . . . . . . . . . . .      122.70
      May 1990 . . . . . . . . . . . . . . . . . . . .      127.21
      May 1991 . . . . . . . . . . . . . . . . . . . .      130.48
      May 1992 . . . . . . . . . . . . . . . . . . . .      130.42
      May 1993 . . . . . . . . . . . . . . . . . . . .      128.28
      May 1994 . . . . . . . . . . . . . . . . . . . .      125.84
      May 1995 . . . . . . . . . . . . . . . . . . . .      125.77
      May 1996 . . . . . . . . . . . . . . . . . . . .      126.42
      May 1997 . . . . . . . . . . . . . . . . . . . .      126.75
      May 1998 . . . . . . . . . . . . . . . . . . . .      127.29
</TABLE>

  The amounts shown are based on the investment performance of the Money Market
Fund, and its predecessors. All amounts reflect the provisions of the contracts
described in this prospectus, including annuity tables based on the standard
assumed investment rate of 3 1/2% per annum. The amounts shown do not reflect
the deduction for any applicable premium tax. See text preceding these tables.

                                       50
<PAGE>

                                 LARGE CAP GROWTH

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

<TABLE>
<CAPTION>
                                                        Contract Value
                                                        ON DECEMBER 31
      Contract Year Commencing                         of the same year
      ------------------------                        ------------------
      <S>                                             <C>
      November 1987 . . . . . . . . . . . . . . . .       10,238.54
      November 1988 . . . . . . . . . . . . . . . .       11,607.93
      November 1989 . . . . . . . . . . . . . . . .       14,827.84
      November 1990 . . . . . . . . . . . . . . . .       15,619.39
      November 1991 . . . . . . . . . . . . . . . .       19,303.85
      November 1992 . . . . . . . . . . . . . . . .       20,907.31
      November 1993 . . . . . . . . . . . . . . . .       23,441.12
      November 1994 . . . . . . . . . . . . . . . .       22,866.63
      November 1995 . . . . . . . . . . . . . . . .       29,653.72
      November 1996 . . . . . . . . . . . . . . . .       34,549.23
      November 1997 . . . . . . . . . . . . . . . .       44,570.82
      November 1998 . . . . . . . . . . . . . . . .       61,256.68
</TABLE>

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

<TABLE>
<CAPTION>
                                                           Payment
      Month                                               FOR MONTH
      -----                                             -------------
      <S>                                               <C>
      November 1987 . . . . . . . . . . . . . . . . .       100.00
      November 1988 . . . . . . . . . . . . . . . . .       109.48
      November 1989 . . . . . . . . . . . . . . . . .       134.93
      November 1990 . . . . . . . . . . . . . . . . .       135.32
      November 1991 . . . . . . . . . . . . . . . . .       139.55
      November 1992 . . . . . . . . . . . . . . . . .       168.06
      November 1993 . . . . . . . . . . . . . . . . .       188.31
      November 1994 . . . . . . . . . . . . . . . . .       181.52
      November 1995 . . . . . . . . . . . . . . . . .       216.87
      November 1996 . . . . . . . . . . . . . . . . .       251.08
      November 1997 . . . . . . . . . . . . . . . . .       307.21
      November 1998 . . . . . . . . . . . . . . . . .       368.82
</TABLE>

  The amounts shown are based on the investment performance of the Large Cap
Growth Fund. All amounts reflect the provisions of the contracts described in
this prospectus, including annuity tables based on the standard assumed
investment rate of 3 1/2% per annum. The amounts shown do not reflect the
deduction for any applicable premium tax. See text preceding the tables.


                                       51
<PAGE>

                                     MANAGED

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

<TABLE>
<CAPTION>
                                                         Contract Value
                                                         ON DECEMBER 31
      Contract Year Commencing                          of the same year
      ------------------------                        --------------------
      <S>                                             <C>
      November 1987 . . . . . . . . . . . . . . . .         10,225.28
      November 1988 . . . . . . . . . . . . . . . .         11,269.70
      November 1989 . . . . . . . . . . . . . . . .         13,250.77
      November 1990 . . . . . . . . . . . . . . . .         13,586.44
      November 1991 . . . . . . . . . . . . . . . .         16,326.50
      November 1992 . . . . . . . . . . . . . . . .         17,324.51
      November 1993 . . . . . . . . . . . . . . . .         19,048.41
      November 1994 . . . . . . . . . . . . . . . .         18,346.75
      November 1995 . . . . . . . . . . . . . . . .         22,970.49
      November 1996 . . . . . . . . . . . . . . . .         25,053.66
      November 1997 . . . . . . . . . . . . . . . .         29,305.10
      November 1998 . . . . . . . . . . . . . . . .         34,763.44
</TABLE>

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

<TABLE>
<CAPTION>
                                                           PAYMENT
      Month                                               FOR MONTH
      -----                                             --------------
      <S>                                               <C>
      November 1987 . . . . . . . . . . . . . . . . .       100.00
      November 1988 . . . . . . . . . . . . . . . . .       109.76
      November 1989 . . . . . . . . . . . . . . . . .       121.28
      November 1990 . . . . . . . . . . . . . . . . .       114.32
      November 1991 . . . . . . . . . . . . . . . . .       135.43
      November 1992 . . . . . . . . . . . . . . . . .       141.31
      November 1993 . . . . . . . . . . . . . . . . .       155.23
      November 1994 . . . . . . . . . . . . . . . . .       145.38
      November 1995 . . . . . . . . . . . . . . . . .       167.42
      November 1996 . . . . . . . . . . . . . . . . .       179.28
      November 1997 . . . . . . . . . . . . . . . . .       199.82
      November 1998 . . . . . . . . . . . . . . . . .       200.79
</TABLE>

  The amounts shown are based on the investment performance of the Managed Fund.
All amounts reflect the provisions of the contracts described in this
prospectus, including annuity tables based on the standard assumed investment
rate of 3 1/2% per annum. The amounts shown do not reflect the deduction for any
applicable premium tax. See text preceding the tables.

                                       52
<PAGE>

                                REAL ESTATE EQUITY

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

<TABLE>
<CAPTION>
                                                        Contract Value
                                                        on December 31
      Contract Year Commencing                         OF THE SAME YEAR
      ------------------------                        ------------------
      <S>                                             <C>
      February 1989 . . . . . . . . . . . . . . . .       10,366.26
      February 1990 . . . . . . . . . . . . . . . .        8,020.62
      February 1991 . . . . . . . . . . . . . . . .       10,549.34
      February 1992 . . . . . . . . . . . . . . . .       12,056.82
      February 1993 . . . . . . . . . . . . . . . .       13,932.73
      February 1994 . . . . . . . . . . . . . . . .       14,118.57
      February 1995 . . . . . . . . . . . . . . . .       15,620.42
      February 1996 . . . . . . . . . . . . . . . .       20,476.46
      February 1997 . . . . . . . . . . . . . . . .       23,644.83
      February 1998 . . . . . . . . . . . . . . . .       19,401.08
</TABLE>

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

<TABLE>
<CAPTION>
                                                          PAYMENT
      Month                                              FOR MONTH
      -----                                            --------------
      <S>                                              <C>
      February 1989  . . . . . . . . . . . . . . . .       100.00
      February 1990  . . . . . . . . . . . . . . . .        95.81
      February 1991  . . . . . . . . . . . . . . . .        85.30
      February 1992  . . . . . . . . . . . . . . . .        99.50
      February 1993  . . . . . . . . . . . . . . . .       114.97
      February 1994  . . . . . . . . . . . . . . . .       118.20
      February 1995  . . . . . . . . . . . . . . . .       121.81
      February 1996  . . . . . . . . . . . . . . . .       123.86
      February 1997  . . . . . . . . . . . . . . . .       156.85
      February 1998  . . . . . . . . . . . . . . . .       168.70
      February 1999. . . . . . . . . . . . . . . . .       134.52
</TABLE>

  The amounts shown are based on the investment performance of the Real Estate
Equity Fund. All amounts reflect the provisions of the contracts described in
this prospectus, including annuity tables based on the standard assumed
investment rate of 3 1/2% per annum. The amounts shown do not reflect the
deduction for any applicable premium tax. See text preceding the tables.


                                       53
<PAGE>

                            INTERNATIONAL EQUITY INDEX

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

<TABLE>
<CAPTION>
                                                       Contract Value
                                                       ON DECEMBER 31
      Contract Year Commencing                        of the same year
      ------------------------                       ------------------
      <S>                                            <C>
      February 1989  . . . . . . . . . . . . . . .       11,061.43
      February 1990  . . . . . . . . . . . . . . .       10,032.34
      February 1991  . . . . . . . . . . . . . . .       12,193.48
      February 1992  . . . . . . . . . . . . . . .       11,814.41
      February 1993  . . . . . . . . . . . . . . .       15,374.36
      February 1994  . . . . . . . . . . . . . . .       14,220.57
      February 1995  . . . . . . . . . . . . . . .       15,131.86
      February 1996  . . . . . . . . . . . . . . .       16,276.41
      February 1997  . . . . . . . . . . . . . . .       15,229.50
      February 1998. . . . . . . . . . . . . . . .       18,126.58
</TABLE>

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

<TABLE>
<CAPTION>
                                                          Payment
      Month                                              FOR MONTH
      -----                                             -----------
      <S>                                               <C>
      February 1989 . . . . . . . . . . . . . . . . .     100.00
      February 1990 . . . . . . . . . . . . . . . . .      96.68
      February 1991 . . . . . . . . . . . . . . . . .      89.72
      February 1992 . . . . . . . . . . . . . . . . .     103.52
      February 1993 . . . . . . . . . . . . . . . . .      97.94
      February 1994 . . . . . . . . . . . . . . . . .     123.18
      February 1995 . . . . . . . . . . . . . . . . .     110.84
      February 1996 . . . . . . . . . . . . . . . . .     114.00
      February 1997 . . . . . . . . . . . . . . . . .     114.61
      February 1998 . . . . . . . . . . . . . . . . .     107.78
      February 1999 . . . . . . . . . . . . . . . . .     122.60
</TABLE>

  The amounts shown are based on the investment performance of the International
Equity Index Fund. All amounts reflect the provisions of the contracts described
in this prospectus, including annuity tables based on the standard assumed
investment rate of 3 1/2% per annum. The amounts shown do not reflect the
deduction for any applicable premium tax. See text preceding the tables.

                                       54
<PAGE>

                               SHORT-TERM BOND
                     (FORMERLY SHORT-TERM U.S. GOVERNMENT)

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

<TABLE>
<CAPTION>
                                                       CONTRACT VALUE
                                                       ON DECEMBER 31
      Contract Year Commencing                        OF THE SAME YEAR
      ------------------------                       ------------------
      <S>                                            <C>
      September 1994 . . . . . . . . . . . . . . .        9,910.36
      September 1995 . . . . . . . . . . . . . . .       10,885.60
      September 1996 . . . . . . . . . . . . . . .       11,110.41
      September 1997 . . . . . . . . . . . . . . .       11,646.79
      September 1998 . . . . . . . . . . . . . . .       12,140.74
</TABLE>

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

<TABLE>
<CAPTION>
                                                          Payment
      Month                                              FOR MONTH
      -----                                             -----------
      <S>                                               <C>
      September 1994. . . . . . . . . . . . . . . . .     100.00
      September 1995. . . . . . . . . . . . . . . . .     102.81
      September 1996. . . . . . . . . . . . . . . . .      99.22
      September 1997. . . . . . . . . . . . . . . . .     104.74
      September 1998. . . . . . . . . . . . . . . . .     104.85
</TABLE>

  The amounts shown are based on the investment performance of the Short-Term
Bond Fund. All amounts reflect the provisions of the contracts described in this
prospectus, including annuity tables based on the standard assumed investment
rate of 3 1/2% per annum. The amounts shown do not reflect the deduction for any
applicable premium tax. See text preceding the tables.

                                       55
<PAGE>

                             SMALL/MID CAP GROWTH
                    (FORMERLY, DIVERSIFIED MID CAP GROWTH)

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

<TABLE>
<CAPTION>
                                                       Contract Value
                                                       ON DECEMBER 31
      Contract Year Commencing                        of the same year
      ------------------------                       ------------------
      <S>                                            <C>
      September 1994 . . . . . . . . . . . . . . .       9,909.25
      September 1995 . . . . . . . . . . . . . . .      13,272.50
      September 1996 . . . . . . . . . . . . . . .      17,041.71
      September 1997 . . . . . . . . . . . . . . .      17,378.01
      September 1998 . . . . . . . . . . . . . . .      18,079.46
</TABLE>

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

<TABLE>
<CAPTION>
                                                           Payment
      Month                                               FOR MONTH
      -----                                             --------------
      <S>                                               <C>
      September 1994. . . . . . . . . . . . . . . . .      100.00
      September 1995. . . . . . . . . . . . . . . . .      124.80
      September 1996. . . . . . . . . . . . . . . . .       98.37
      September 1997. . . . . . . . . . . . . . . . .      103.83
      September 1998. . . . . . . . . . . . . . . . .      104.36
</TABLE>

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

                                       56
<PAGE>

[LOGO OF JOHN HANCOCK]
                                                       JOHN HANCOCK JOHN HANCOCK
                                                 VARIABLE LIFE INSURANCE COMPANY

                              ANNUITY TRANSFERLINE

                               AUTHORIZATION FORM

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

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

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

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

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

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

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

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

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

                                                Signature(s) of Prospective
                                                     Contract Owner(s)


Date:                                      /s/ ________________________________


Date:                                      /s/ ________________________________

                     Questions call:       1-800-732-5543

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

<PAGE>

                              [LOGO] JOHN HANCOCK


        CONTRACTS ISSUED BY JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
                JOHN HANCOCK PLACE, BOSTON, MASSACHUSETTS 02117

S8146VL 5/99
<PAGE>

                          PROSPECTUS DATED MAY 3, 1999

                       INDEPENDENCE 2000 VARIABLE ANNUITY

     an individual deferred combination fixed and variable annuity contract
                                    issued by

                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
                                   ("JHVLICO")

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

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

                              Phone: 1-800-732-5543
                               Fax: 1-800-886-3048

  The contract enables you to earn (1) a fixed rate of interest that we declare
under our fixed investment option and (2) an investment-based return in 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 Growth. . . . . . .   Wellington Management Company, LLP
  Small/Mid Cap CORE  . . . . . . .   Goldman Sachs Asset Management
  Small Cap Value . . . . . . . . .   INVESCO Management & Research, Inc.
  Small Cap Growth  . . . . . . . .   John Hancock Advisers, Inc.
  Global Equity . . . . . . . . . .   Scudder Kemper Investments, Inc.
  International Balanced  . . . . .   Brinson Partners, Inc.
  International Equity Index  . . .   Independence International Associates, Inc.
  International Opportunities . . .   Rowe Price-Fleming International, Inc.
  Emerging Markets Equity . . . . .   Montgomery Asset Management, LLC
  Short-Term Bond . . . . . . . . .   Independence Investment Associates, Inc.
  Bond Index  . . . . . . . . . . .   Mellon Bond Associates, LLP
  Sovereign Bond  . . . . . . . . .   John Hancock Advisers, Inc.
  Global Bond . . . . . . . . . . .   J.P. Morgan Investment Management, Inc.
  High Yield Bond . . . . . . . . .   Wellington Management Company, LLP
  Money Market  . . . . . . . . . .   John Hancock Mutual Life Insurance Company
</TABLE>

  We may offer additional variable investment options in the future.
<PAGE>

  For each variable investment option you select, we invest your money in the
corresponding "Fund" of the John Hancock Variable Series Trust I (the "Trust").
The Trust is a so-called "series" type mutual fund registered with the
Securities and Exchange Commission ("SEC"). Each of the Trust's "Funds" is a
separately managed investment portfolio that has its own investment objective
and strategies. Attached at the end of this prospectus is a prospectus for the
Trust that contains detailed information about each Fund. Be sure to read the
prospectus for the Trust before selecting any variable investment option.

  For amounts you don't wish to invest in a variable investment option, you can
allocate to the fixed investment option. We invest the assets allocated to the
fixed investment option in our general account and they earn interest at a fixed
rate, declared by us, subject to a 3% minimum. Neither our general account nor
any interests in our general account are registered with the SEC or subject to
the Federal securities laws.

  We refer to the variable investment options and the fixed investment option
together as "investment options."

  The fixed investment option is not available in Washington or Oregon.

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

  The SEC has not approved or disapproved the contracts, or determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

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

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

                                       2
<PAGE>

                             GUIDE TO THIS PROSPECTUS

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

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

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

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

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

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

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

- --------------------------------------------------------------------------------
                                IMPORTANT NOTICES

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

We've also filed with the SEC a "Statement of Additional Information," dated May
3, 1999. This Statement contains detailed information not included in the
prospectus. Although a separate document from this prospectus, the Statement of
Additional Information has the same legal effect as if it were a part of this
prospectus. We will provide you with a free copy of the Statement upon your
request. To give you an idea what's in the Statement, we have included a copy of
the Statement's table of contents on page 37.
- --------------------------------------------------------------------------------

                                       3
<PAGE>

                                INDEX OF KEY WORDS

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

  KEY WORD                                              PAGE

  Accumulation units...................................   24
  Annuitant............................................    9
  Annuity payments.....................................   29
  Annuity period.......................................   25
  Contract year........................................   10
  Date of issue........................................   10
  Date of maturity.....................................    9
  Free withdrawal amount...............................   16
  Funds................................................    2
  Fixed investment option..............................cover
  Investment options...................................    2
  Premium payments.....................................    9
  Surrender value......................................   17
  Surrender............................................   17
  Variable investment options..........................cover
  Withdrawal charge....................................   15
  Withdrawal...........................................   15

                                       4
<PAGE>

                                    FEE TABLE

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

OWNER TRANSACTION EXPENSES AND ANNUAL CONTRACT FEE

     .Maximum Withdrawal Charge (as % of amount withdrawn)                    7%
     .Annual Contract Fee (applies only to contracts of less than $10,000)   $30

ANNUAL CONTRACT EXPENSES (AS A % OF THE AVERAGE TOTAL VALUE OF THE CONTRACT)


<TABLE>
<S>                                                                         <C>
  Mortality and Expense Risk Charge                                           1.10%
- ----------------------------------------------------------------------------------------
  Administrative Services Charge                                              0.30%
- ----------------------------------------------------------------------------------------
  Total Annual Contract Charge                                                1.40%
- ----------------------------------------------------------------------------------------
</TABLE>


  These annual contract expenses don't apply to amounts held in the fixed
investment option.

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

  Each Fund pays an investment management fee and other operating expenses.
These fees and expenses reduce the investment return of the Fund, and therefore,
indirectly reduce the return you will earn on any amounts you allocate to the
variable investment options that corresponds to that Fund. The figures in the
following chart are expressed as percentages of each Fund's average daily net
assets for 1998 (rounded to two decimal places). The percentages reflect the
investment management fees that were payable in 1998 and the 1998 other
operating expenses that would have been allocated to the Funds under the
allocation rules currently in effect:


<TABLE>
<CAPTION>
                                                   OTHER FUND   TOTAL FUND    OTHER FUND EXPENSES
             FUND NAME           MANAGEMENT FEES   EXPENSES*    EXPENSES      AFTER REIMBURSEMENT
- -------------------------------------------------------------------------------------------------------
<S>                                  <C>               <C>          <C>          <C>
Managed                              0.32%             0.05%        0.37%        0.05%
- -------------------------------------------------------------------------------------------------------
Growth & Income                      0.25%             0.05%        0.30%        0.05%
- -------------------------------------------------------------------------------------------------------
Equity Index                         0.14%             0.08%        0.22%        0.08%
- -------------------------------------------------------------------------------------------------------
Large Cap Value                      0.74%             0.07%        0.81%        0.07%
- -------------------------------------------------------------------------------------------------------
Large Cap Growth                     0.37%             0.05%        0.42%        0.05%
- -------------------------------------------------------------------------------------------------------
Mid Cap Value                        0.80%             0.05%        0.85%        0.05%
- -------------------------------------------------------------------------------------------------------
Mid Cap Growth                       0.85%             0.08%        0.93%        0.08%
- -------------------------------------------------------------------------------------------------------
Real Estate Equity                   0.60%             0.05%        0.65%        0.05%
- -------------------------------------------------------------------------------------------------------
Small/Mid Cap Growth**               0.75%             0.05%        0.80%        0.05%
- -------------------------------------------------------------------------------------------------------
Small/Mid Cap CORE                   0.80%             0.10%        0.90%        0.23%
- -------------------------------------------------------------------------------------------------------
Small Cap Value                      0.80%             0.07%        0.87%        0.07%
- -------------------------------------------------------------------------------------------------------
Small Cap Growth                     0.75%             0.08%        0.83%        0.08%
- -------------------------------------------------------------------------------------------------------
Global Equity                        0.90%             0.10%        1.00%        0.50%
- -------------------------------------------------------------------------------------------------------
International Balanced               0.85%             0.10%        0.95%        0.64%
- -------------------------------------------------------------------------------------------------------
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
                                                   OTHER FUND   TOTAL FUND    OTHER FUND EXPENSES
             FUND NAME           MANAGEMENT FEES   EXPENSES*    EXPENSES      AFTER REIMBURSEMENT
- -------------------------------------------------------------------------------------------------------
<S>                                  <C>               <C>          <C>          <C>
International Equity Index           0.17%             0.10%        0.27%        0.23%
- -------------------------------------------------------------------------------------------------------
International Opportunities          0.87%             0.10%        0.97%        0.32%
- -------------------------------------------------------------------------------------------------------
Emerging Markets Equity              1.30%             0.10%        1.40%        0.68%
- -------------------------------------------------------------------------------------------------------
Short-Term Bond                      0.30%             0.05%        0.35%        0.05%
- -------------------------------------------------------------------------------------------------------
Bond Index                           0.15%             0.05%        0.20%        0.05%
- -------------------------------------------------------------------------------------------------------
Sovereign Bond                       0.25%             0.05%        0.30%        0.05%
- -------------------------------------------------------------------------------------------------------
Global Bond**                        0.69%             0.06%        0.75%        0.06%
- -------------------------------------------------------------------------------------------------------
High Yield Bond                      0.65%             0.07%        0.72%        0.07%
- -------------------------------------------------------------------------------------------------------
Money Market                         0.25%             0.05%        0.30%        0.05%
- -------------------------------------------------------------------------------------------------------
</TABLE>


  * John Hancock Mutual Life Insurance Company ("John Hancock") reimburses a
    Fund when the Fund's other operating expenses exceed 0.10% of the Fund's
    average daily net assets.

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

EXAMPLES***

  If you "surrender" (turn in) your contract at the end of the applicable time
period, you would pay the following current expenses, directly or indirectly, on
a $1,000 investment allocated to one of the variable investment options,
assuming a 5% annual return on assets:


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
                                    1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------------------------------------
<S>                                   <C>      <C>       <C>      <C>
Managed                               $81      $101      $124     $211
- ----------------------------------------------------------------------------
Growth & Income                       $80      $ 98      $119     $201
- ----------------------------------------------------------------------------
Equity Index                          $81      $100      $123     $208
- ----------------------------------------------------------------------------
Large Cap Value                       $87      $118      $152     $269
- ----------------------------------------------------------------------------
Large Cap Growth                      $82      $103      $126     $216
- ----------------------------------------------------------------------------
Mid Cap Value                         $87      $119      $154     $273
- ----------------------------------------------------------------------------
Mid Cap Growth                        $89      $124      $161     $287
- ----------------------------------------------------------------------------
Real Estate Equity                    $85      $111      $141     $245
- ----------------------------------------------------------------------------
Small/Mid Cap Growth                  $87      $117      $151     $266
- ----------------------------------------------------------------------------
Small/Mid Cap CORE                    $88      $122      $159     $282
- ----------------------------------------------------------------------------
Small Cap Value                       $88      $122      $159     $282
- ----------------------------------------------------------------------------
Small Cap Growth                      $88      $120      $156     $277
- ----------------------------------------------------------------------------
Global Equity                         $89      $125      $164     $291
- ----------------------------------------------------------------------------
International Balanced                $89      $124      $161     $287
- ----------------------------------------------------------------------------
International Equity Index            $83      $107      $134     $232
- ----------------------------------------------------------------------------
International Opportunities           $89      $125      $164     $291
- ----------------------------------------------------------------------------
Emerging Markets Equity               $93      $137      $183     $330
- ----------------------------------------------------------------------------
Short-Term Bond                       $83      $106      $132     $229
- ----------------------------------------------------------------------------
Bond Index                            $82      $102      $126     $215
- ----------------------------------------------------------------------------
Sovereign Bond                        $80      $ 99      $120     $203
- ----------------------------------------------------------------------------
Global Bond                           $87      $119      $154     $272
- ----------------------------------------------------------------------------
High Yield Bond                       $87      $117      $151     $267
- ----------------------------------------------------------------------------
Money Market                          $81      $ 99      $121     $205
- ----------------------------------------------------------------------------
</TABLE>

                                       6
<PAGE>

  If you commence receiving payments under one of our annuity payment options at
the end of the applicable time period, or if you do not surrender your contact,
you would pay the following current expenses, directly or indirectly, on a
$1,000 investment allocated to one of the variable investment options, assuming
5% annual return on assets.


<TABLE>
<CAPTION>
- --------------------------------------------------------------------
                            1 YEAR   3 YEARS  5 YEARS    10 YEARS
- --------------------------------------------------------------------
<S>                           <C>      <C>      <C>       <C>
Managed                       $18      $56      $ 97      $211
- --------------------------------------------------------------------
Growth & Income               $17      $54      $ 92      $201
- --------------------------------------------------------------------
Equity Index                  $18      $56      $ 96      $208
- --------------------------------------------------------------------
Large Cap Value               $24      $73      $126      $269
- --------------------------------------------------------------------
Large Cap Growth              $19      $58      $100      $216
- --------------------------------------------------------------------
Mid Cap Value                 $24      $75      $128      $273
- --------------------------------------------------------------------
Mid Cap Growth                $26      $79      $135      $287
- --------------------------------------------------------------------
Real Estate Equity            $22      $66      $114      $245
- --------------------------------------------------------------------
Small/Mid Cap Growth          $24      $72      $124      $266
- --------------------------------------------------------------------
Small/Mid Cap CORE            $25      $77      $132      $282
- --------------------------------------------------------------------
Small Cap Value               $25      $77      $132      $282
- --------------------------------------------------------------------
Small Cap Growth              $25      $76      $130      $277
- --------------------------------------------------------------------
Global Equity                 $26      $80      $137      $291
- --------------------------------------------------------------------
International Balanced        $26      $79      $135      $287
- --------------------------------------------------------------------
International Equity Index    $20      $62      $107      $232
- --------------------------------------------------------------------
International Opportunities   $26      $80      $137      $291
- --------------------------------------------------------------------
Emerging Markets Equity       $30      $92      $157      $330
- --------------------------------------------------------------------
Short-Term Bond               $20      $62      $106      $229
- --------------------------------------------------------------------
Bond Index                    $19      $58      $ 99      $215
- --------------------------------------------------------------------
Sovereign Bond                $17      $54      $ 93      $203
- --------------------------------------------------------------------
Global Bond                   $24      $74      $127      $272
- --------------------------------------------------------------------
High Yield Bond               $24      $73      $125      $267
- --------------------------------------------------------------------
Money Market                  $18      $55      $ 94      $205
- --------------------------------------------------------------------
</TABLE>


  ***These examples do not include any applicable premium taxes. The examples
     should not be considered representations of past or future expenses; actual
     charges may be greater or less than those shown above. The examples assume
     fund expenses at rates set forth above for 1998, after reimbursements. The
     annual contract fee has been included as an annual percentage of assets.

                                       7
<PAGE>

                                BASIC INFORMATION

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

<TABLE>
<CAPTION>
  QUESTION                                                            PAGES TO SEE
  --------                                                            ------------
<S>                                                                   <C>
What is the contract? ...................................................... 9

Who owns the contract? ..................................................... 9

Is the owner also the annuitant? ........................................... 9

How can I invest money in a contract? ...................................... 9

How will the value of my investment in the contract change over time? ......10

What annuity benefits does the contract provide? ...........................11

What are the tax consequences of owning a contract? ........................12

Can I change my contract's investment options? .............................12

What fees and charges will be deducted from my contract? ...................14

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

What happens if the annuitant dies before my contract's date of maturity? ..20

Can I return my contract? ..................................................21
</TABLE>

                                       8
<PAGE>

WHAT IS THE CONTRACT?

  The contract is a "deferred payment variable annuity contract." An annuity
contract provides a person (known as the "annuitant" or "payee") with a series
of periodic payments. Because this contract is also a deferred payment contract,
the annuity payments will begin on a future date, called the contract's "date of
maturity." Under a variable annuity contract, the amount you have invested can
increase or decrease in value daily based upon the value of the variable
investment options chosen.

WHO OWNS THE CONTRACT?

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

IS THE OWNER ALSO THE ANNUITANT?

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

HOW CAN I INVEST MONEY IN A CONTRACT?

PREMIUM PAYMENTS

  We call the investments you make in your contract "premiums" or "premium
payments." In general, you need at least a $5,000 initial premium payment to
purchase a contract. However, you need only $1,000 for an individual retirement
account, $50 for all other qualified plans, or $500 for our Annuity Direct
Deposit Program, a program that allows automatic transfers from your checking
account to your annuity contract. If you choose to contribute more money into
your contract, each subsequent premium payment must also be at least $50.

APPLYING FOR A CONTRACT

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

  Once we receive your initial premium payment and all necessary information, we
will issue your contract and invest your initial premium payment within two
business days. If the information is not in good order, we will contact you to
get the necessary information. If for

                                       9
<PAGE>

some reason, we are unable to complete this process within 5 business days, we
will either send back your money or get your permission to keep it until we get
all of the necessary information.

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

LIMITS ON PREMIUM PAYMENTS

  You can make premium payments of up to $500,000 in any one contract year
($100,000 into the fixed investment option, after the initial premium payment
which can be as much as $500,000). The total of all new premium payments and
transfers that you allocate to any one variable investment option in any one
contract year may not exceed $1,000,000. While the annuitant is alive and the
contract is in force, you can make premium payments at any time before the
annuitant's 85th birthday.

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

WAYS TO MAKE PREMIUM PAYMENTS

  Premium payments made by check or money order must be:

     . drawn on a U.S. bank,

     . drawn in U.S. dollars, and

     . made payable to "John Hancock."

  Premium payments after the initial premium payment should be sent to the John
Hancock Annuity Servicing Office at one of the addresses shown on page 1 of this
prospectus. We will accept your initial premium payment by exchange from another
insurance company. You can find information about other methods of premium
payment by contacting your JHVLICO representative or by contacting the John
Hancock Annuity Servicing Office.

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

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

  Prior to a contract's date of maturity, the amount you've invested in any
VARIABLE INVESTMENT OPTION will increase or decrease based upon the investment
experience of the corresponding Fund. Except for certain charges we deduct, your
investment experience will be the same as if you had invested in the Fund
directly and reinvested all Fund dividends and distributions in additional
shares.

                                       10
<PAGE>

  Like a regular mutual fund, each Fund deducts investment management fees and
other operating expenses. These expenses are shown in the fee table on pages
5-7. However, unlike a mutual fund, we will also deduct charges relating to the
annuity guarantees and other features provided by the contract. These charges
reduce your investment performance and the amount we have credited to your
contract in any variable investment option. We describe these charges under
"What charges will be deducted from my contract?" beginning on page 14.

  Each premium payment you allocate to the fixed investment option will earn
interest (calculated on a compounded basis) at our declared rate in effect at
the time of the deposit into the fixed investment option. From time to time, we
declare new rates, subject to a 3% minimum. For purposes of crediting interest,
transfers from a variable investment option will be treated as a premium
payment.

  Under current practice, we credit interest to amounts allocated to the fixed
investment portion based on the size of the initial premium payment. We credit a
higher rates for initial premium payments over $10,000 and those over $25,000.
The rate of interest credited on each amount varies based upon when that amount
was allocated to the fixed investment option.

  At any time before the date of maturity, the "TOTAL VALUE OF YOUR CONTRACT"
equals

     . the total amount you invested,

     . minus all charges we deduct,

     . minus all withdrawals you have made,

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

     . plus the interest we credit to any of your contract's value while it
       is in the fixed investment option.

WHAT ANNUITY BENEFITS DOES A CONTRACT PROVIDE?

  If your contract is still in effect on its date of maturity, it enters what is
called the "annuity period". During the annuity period, we make a series of
fixed or variable payments to you as provided under one of our several annuity
options. The form in which we will make the annuity payments, and the proportion
of such payments that will be on a fixed basis and on a variable basis, depend
on the elections that you have in effect on the date of maturity. Therefore you
should exercise care in selecting your date of maturity and your choices that
are in effect on that date.

  You should carefully review the discussion under "The annuity period,"
beginning on page 25, for information about all of these choices you can make.

                                       11
<PAGE>

WHAT ARE THE TAX CONSEQUENCES OF OWNING A CONTRACT?

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

     . partial withdrawal

     . full withdrawal ("surrender")

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

     . periodic payments under one of our annuity payment options

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

     . the type of the distribution

     . when the distribution is made

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

     . the circumstances under which the payments are made

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

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

CAN I CHANGE MY CONTRACT'S INVESTMENT OPTIONS?

ALLOCATION OF PREMIUM PAYMENTS

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

                                       12
<PAGE>

  At any one time, you may invest in up to 10 of the 24 investment options.
Currently, you may use a maximum of 18 investment options over the life of your
contract. For purposes of this limit, each contribution or transfer of assets
into an investment option that you are not then using counts as one "use" of an
investment option, even if you had used that option at an earlier time.

TRANSFERRING YOUR ASSETS

  Up to 12 times during each year of your contract, you may transfer, free of
charge, all or part of the assets held in one investment option to any other
investment option. We reserve the right to assess a charge of up to $25 for
transfer beyond the first 12 transfers per year. Transfers under our dollar-cost
averaging program count toward the 12 free transfers you are allowed each year.

  A number of restrictions apply to transfers in general. You may NOT

     . transfer assets within 30 days prior to the contract's date of
       maturity,

     . transfer more than $1,000,000 in a contract year from any one
       variable investment option, without our prior approval,

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

     . make any transfer during the annuity period that would result in more
       than 4 investment options being used at once.

  In addition, certain restrictions apply specifically to transfers involving
the fixed investment option. You may NOT

     . transfer assets to or from the fixed investment option during the
       annuity period,

     . transfer or deposit (exclusive of the initial premium payment) more
       than $100,000 into the fixed investment option during a contract
       year,

     . make any transfers into the fixed investment option within six months
       of a transfer out of the fixed investment option,

     . transfer out of the fixed investment option more than once during the
       first contract year,

     . after the first contract year, transfer money out of the fixed
       investment option UNTIL the later of (1) 180 days after the last
       transfer out of the fixed investment option or (2) the beginning of a
       new contract year.

                                       13
<PAGE>

     . transfer or deposit money into the fixed investment option after the
       10th contract year, or

     . transfer out of the fixed investment option more than 20% of your
       assets in the fixed investment option in any one contract year.

PROCEDURE FOR TRANSFERRING YOUR ASSETS

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

     . your name,

     . daytime telephone number,

     . contract number,

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

     . the amount of each transfer.

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

TELEPHONE TRANSFERS

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

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

WHAT FEES AND CHARGES WILL BE DEDUCTED FROM MY CONTRACT?

MORTALITY AND EXPENSE RISK CHARGE

  We deduct a daily charge that compensates us primarily for mortality and
expense risks that we assume under the contracts. On an annual basis, this
charge equals 1.10% of the value of the

                                       14
<PAGE>

assets you have allocated to the variable investment options. (This charge does
not apply to assets you have in the fixed investment option.)

  In return for mortality risk charge, we assume the risk that annuitants as a
class will live longer than expected, requiring us to pay a greater number of
annuity payments. In return for the expense risk charge, we assume the risk that
our expenses relating to the contracts may be higher than we expected when we
set the level of the contracts' other fees and charges, or that our revenues
from such other sources will be less.

ADMINISTRATIVE SERVICES CHARGE

  We deduct a daily charge for administrative and clerical services that the
contracts require us to provide. On an annual basis, this charge equals 0.30% of
the value of the assets you have allocated to the variable investment options.

ANNUAL CONTRACT FEE

  Prior to the date of maturity of your contract, we will deduct $30 each year
from your contract if it has a total value of less than $10,000. We deduct this
annual contract fee at the beginning of each contract year after the first. We
also deduct it if you surrender your contract. We take the deduction
proportionally from each investment option you are then using. However, we will
not deduct any portion of the annual contract fee from the fixed investment
option if such deduction would result in an accumulation of amounts allocated to
the fixed investment option at less than the guaranteed minimum rate of 3%. In
such case, we will deduct that portion of the contract fee proportionately from
the other investment options you are using. We reserve the right to increase the
annual contract fee to $50.

PREMIUM TAXES

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

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

WITHDRAWAL CHARGE

  If you withdraw some money from your contract prior to the date of maturity
("partial withdrawal") or if you surrender (turn in) your contract, in its
entirety, for cash prior to the date of maturity ("total withdrawal" or
"surrender"), we may assess a withdrawal charge. We use this charge to help
defray expenses relating to the sale of the contract, including commissions paid
and other distribution costs.

                                       15
<PAGE>

  Here's how we determine the charge:  In any contract year, you may withdraw up
  ----------------------------------
to 10% of the total value of your contract (computed as of the beginning of the
contract year) without the assessment of any withdrawal charge. We refer to this
amount as the "free withdrawal amount." However, if the amount you withdraw or
surrender totals more than the free withdrawal amount during the contract year,
we will assess a withdrawal charge on any amount of the excess that we attribute
to premium payments you made within seven years of the date of the withdrawal or
surrender.

  The withdrawal charge percentage depends upon the number of years that have
elapsed from the date you paid the premium to the date of its withdrawal, as
follows:


<TABLE>
<CAPTION>
YEARS FROM DATE OF PREMIUM PAYMENT TO
   DATE OF SURRENDER OR WITHDRAWAL       WITHDRAWAL CHARGE*
- ------------------------------------------------------------
<S>                                     <C>
  7 or more . . . . . . . . . . . . .     0%
- ------------------------------------------------------------
  6 but less than 7 . . . . . . . . .     1%
- ------------------------------------------------------------
  5 but less than 6 . . . . . . . . .     2%
- ------------------------------------------------------------
  4 but less than 5 . . . . . . . . .     3%
- ------------------------------------------------------------
  3 but less than 4 . . . . . . . . .     4%
- ------------------------------------------------------------
  2 but less than 3 . . . . . . . . .     5%
- ------------------------------------------------------------
  1 but less than 2 . . . . . . . . .     6%
- ------------------------------------------------------------
  less than 1 . . . . . . . . . . . .     7%
- ------------------------------------------------------------
</TABLE>


  * AS A PERCENTAGE OF THE AMOUNT OF SUCH PREMIUM THAT WE CONSIDER TO HAVE
    BEEN WITHDRAWN (INCLUDING THE WITHDRAWAL CHARGE), AS EXPLAINED IN THE TEXT
    IMMEDIATELY BELOW.

  Solely for purposes of determining the amount of the withdrawal charge, we
assume that each withdrawal (together with any associated withdrawal charge) is
a withdrawal first from the earliest premium payment, and then from the next
earliest premium payment, and so forth until all payments have been exhausted.
Once a premium payment has been considered to have been "withdrawn" under these
procedures, that premium payment will not enter into any future withdrawal
charge calculations. For this purpose, we also consider any amounts that we
deduct for the annual contract charge to have been withdrawals of premium
payments (which means that no withdrawal charge will ever be paid on those
amounts).

  The amount of any withdrawal that exceeds any remaining premium payments that
have not already been considered as withdrawn will not be subject to any
withdrawal charge. This means that no withdrawal charge will apply to any
favorable investment experience that you have earned.

  Here's how we deduct the withdrawal charge: We deduct the withdrawal charge
  ------------------------------------------
proportionally from each investment option being reduced by the surrender or
withdrawal. For example, if 60% of the withdrawal amount comes from the Growth &
Income option and 40% from the Money Market option, then we will deduct 60% of
the withdrawal charge from the Growth & Income option and 40% from the Money
Market option. If any such option has

                                       16
<PAGE>

insufficient remaining value to cover the charge, we will deduct any shortfall
from all of your other investment options, pro-rata based on the value in each.
If your contract as a whole has insufficient surrender value to pay the entire
charge, we will pay you no more than the surrender value.

  You will find examples of how we compute the withdrawal charge in Appendix A
to this prospectus.

  When withdrawal charges don't apply: We don't assess a withdrawal charge in
  -----------------------------------
the following situations:

     . on amounts applied to an annuity option at the contract's date of
       maturity or to pay a death benefit;

     . on certain withdrawals if you meet the requirement of the nursing
       home rider that waives the withdrawal charge;  and

     . on amounts withdrawn to satisfy the minimum distribution requirements
       for tax-qualified plans.  (Amounts above the minimum distribution
       requirements are subject to any applicable withdrawal charge,
       however.)

  In addition, under our exchange offer program, certain pension plans may be
eligible to exchange their contracts, without charge, for shares of certain
mutual funds distributed by John Hancock Funds, Inc. Under the terms of the
exchange offer, any remaining withdrawal charge applicable to any contract
exchanged would be waived at the time of the exchange transaction. You can
participate in the exchange offer only if your contract was purchased on behalf
either

     . a pension plan qualified under Section 401(k) of the Internal
       Revenue Code of 1986 or

     . a targeted benefit pension plan where plan assets are not allocated
       specifically as being for the account of individual plan
       participants.

  The exchange offer was expected to remain open until March 1, 1999, but could
be extended for particular offerees under special circumstances. Such extensions
have occurred and may continue to occur for an indefinite period of time.

HOW CAN I WITHDRAW MONEY FROM MY CONTRACT?

SURRENDERS AND PARTIAL WITHDRAWALS

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

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

     . make a partial withdrawal of the surrender value.

                                       17
<PAGE>

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

  Certain surrenders and withdrawals may result in taxable income to you or
other tax consequences as described under "Tax information," beginning on page
28. Among other things, if you make a full surrender or partial withdrawal from
your contract before you reach age 59 1/2, an additional federal penalty of 10%
generally applies to any taxable portion of the withdrawal.

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

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

     . for an amount less than $100, or

     . if the remaining total value of your contract would be less than
       $1,000.

If your "free withdrawal value" at any time is less than $100, you must withdraw
that amount in full, in a single sum, before you make any other partial
withdrawals. A partial withdrawal is not a loan and cannot be repaid. We reserve
the right to terminate your contract if the value of your contract becomes zero.

  You generally may not make any surrenders or partial withdrawals once we begin
making payments under an annuity option.

NURSING HOME WAIVER OF WITHDRAWAL CHARGE

  If your state permits, your contract may have a nursing home waiver of
withdrawal charge rider benefit. Under this benefit, we will waive withdrawal
charge on any withdrawals, provided all the following conditions apply:

     . you become confined to a nursing home beginning at least 90 days
       after we issue your contract and prior to the contract's date of
       maturity.

     . you remain in the nursing home for at least 90 consecutive days and
       receive skilled nursing care.

     . we receive your request for a withdrawal and adequate proof of
       confinement no later than 90 days after discharge from the facility.

     . your confinement is prescribed by a doctor and medically necessary.

                                       18
<PAGE>

This benefit is not available if (1) you are older than 74 years at application
or (2) if you were confined to a nursing home within the past two years.

  For a more complete description of the terms and conditions of this benefit,
you should refer directly to your contract.

SYSTEMATIC WITHDRAWAL PLAN

  Our optional systematic withdrawal plan enables you to preauthorize periodic
withdrawals. If you elect this plan, we will withdraw a dollar amount from your
contract on a monthly, quarterly, semiannual, or annual basis, based upon your
instructions. We will deduct the requested amount from each applicable
investment option in the ratio that the value of each bears to the total value
of your contract. Each systematic withdrawal is subject to any withdrawal charge
that would apply to an otherwise comparable non-systematic withdrawal. See "How
will the value of my investment in the contract change over time?" beginning on
page 10, and "What fees and charges will be deducted from my contract?"
beginning on page 14. The same tax consequences also generally will apply.

  The following conditions apply to systematic withdrawal plans:

     . you may elect the plan only if the total value of your contract
       equals $25,000 or more.

     . the amount of each systematic withdrawal must equal at least $100.

     . if the amount of each withdrawal drops below $100 or the total value
       of your contract becomes less that $5,000, we will suspend the plan
       and notify you.

     . you may cancel the plan at any time.

     . we reserve the right to modify the terms or conditions of the plan at
       any time without prior notice.

     . you cannot elect this plan if you are participating in the
       dollar-cost averaging program.

DOLLAR-COST AVERAGING PROGRAM

  You may elect, at no cost, to automatically transfer assets from any variable
investment option to one or more other variable investment options on a monthly,
quarterly, semiannual, or annual basis. The following conditions apply to the
dollar-cost averaging program:

     . you may elect the program only if the total value of your contract
       equals $15,000 or more.

     . the amount of each transfer must equal at least $250.

                                       19
<PAGE>

     . you may change your dollar-cost averaging instructions at any time in
       writing or, if you have authorized telephone transfers, by telephone.

     . you may discontinue the program at any time.

     . the program continues until the earlier of (1) 12, 24, or 36 months
       (whichever you elect) or (2) full liquidation of  the variable
       investment option from which we are taking the transfers.

     . automatic transfers to or from the  fixed investment option are not
       permitted.

     . we reserve the right to terminate the program at any time.

     . you cannot elect the dollar-cost averaging program if you are
       participating in the systematic withdrawal plan.

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

GUARANTEED MINIMUM DEATH BENEFIT

  If the annuitant dies before your contract's date of maturity, we will pay a
death benefit, that is the greatest of:

    (1) the total value of your contract, or

    (2) the total amount of premium payments made, minus any partial withdrawals
        and related withdrawal charges, or

    (3) in states where permitted by law, the highest total value of your
        contract as of any fifth interval anniversary of your contract to date
        (preceding the anniversary nearest the annuitant's 81st birthday), PLUS
        any premium payments you have made since that anniversary, MINUS any
        withdrawals you have taken (and any related withdrawal charges) since
        that anniversary.

  We calculate the amounts in clauses (1) and (2) as of the day we receive, at
the John Hancock Annuity Servicing Office:

     . proof of the annuitant's death, and

     . any required instructions as to method of settlement.

  We calculate the amount in clause (3) as follows: On the fifth anniversary of
your contract (and every fifth anniversary thereafter until the anniversary
closest to the annuitant's 81st birthday), we compute the total value of your
contract adjusting for premium payments and partial withdrawals since that
anniversary. We compare that amount to amounts in clauses (1)

                                       20
<PAGE>

and (2). The greatest of these three amounts forms a minimum which may increase
on subsequent fifth interval anniversaries with favorable investment performance
and additional premium payments but will never decrease unless partial
withdrawals are taken.

  Unless you have elected an optional method of settlement, we will pay the
death benefit in a single sum to the beneficiary you chose prior to the
annuitant's death. If you have not elected an optional method of settlement, the
beneficiary may do so. However, if the death benefit is less than $5,000, we
will pay it in a lump sum, regardless of any election. You can find more
information about optional methods of settlement under "Annuity options,"
beginning on page 26.

CAN I RETURN MY CONTRACT?

  In most cases, you may return your contract for any reason within 10 days
after you receive it. If you do, we will pay you the total value of your
contract, plus the amount of premium taxes that we have deducted. However, there
are some exceptions to this general rule:

     . if you return a contract issued in Hawaii, Idaho, Missouri, Nebraska,
       North Carolina, Oklahoma, Oregon, South Carolina, Washington, West
       Virginia, or Utah, you will receive the gross premiums you paid.

     . if you return a contract that is an individual retirement annuity
       ("IRA"), you will receive the gross premiums you paid.

     . if your contract was issued in California after your 60/th/ birthday,
       you may return the contract within 30 days and receive the gross
       premiums you paid.

     . if your contract was issued in North Dakota, you may return it within
       20 days and receive the gross premiums you paid.

                                       21
<PAGE>

                              ADDITIONAL INFORMATION

  This section of the prospectus provides additional information that is not
contained in the Basic Information section on pages 8 through 21.

  CONTENTS OF THIS SECTION                                     PAGES TO SEE

  Description of JHVLICO ..........................................   23

  Who should purchase a contract ..................................23-24

  How we support the variable investment options ..................   24

  The accumulation period .........................................24-25

  The annuity period ..............................................25-27

  Variable investment option valuation procedures .................   27

  Distribution requirements following death of owner ..............27-28

  Miscellaneous provisions ........................................   28

  Tax information .................................................28-34

  Performance information .........................................34-35

  Reports .........................................................   35

  Voting privileges ...............................................   35

  Certain changes .................................................   36

  Distribution of contracts .......................................   36

  Impact of the Year 2000 issue ...................................36-37

  Registration statement ..........................................   37

  Experts .........................................................   37

  Appendix A - Examples of withdrawal charge calculation ..........41-42

  Appendix B - Contract loans under Section 403(b) ("TSA loans") ..43-45

  Appendix C - Illustrative values and annuity payment tables .....   46

                                       22
<PAGE>

DESCRIPTION OF JHVLICO

  We are JHVLICO, a stock life insurance company organized, in 1979, under the
laws of the Commonwealth of Massachusetts. We have authority to transact
business in all states, except New York. We are a wholly-owned subsidiary of
John Hancock Mutual Life Insurance Company ("John Hancock"), a mutual life
insurance company organized in Massachusetts in 1862. Both companies are
headquartered in Boston, Massachusetts.

  A major financial services provider, John Hancock had more that $67.1 billion
of assets as of December 31, 1998. As JHVLICO's parent, John Hancock will from
time to time make capital contributions to JHVLICO to enable it to meet its
reserve requirements and expenses in connections with its business and to ensure
that it maintains a positive net worth.

WHO SHOULD PURCHASE A CONTRACT?

  We designed these contracts for individuals doing their own retirement
planning, including purchases under plans and trusts that do not qualify for
special tax treatment under the Internal Revenue Code of 1986 (the "Code"). We
also designed the contracts for purchase under:

     . pension and profit-sharing plans qualified under Section 401(c) of
       the Code, known as H.R. 10 Plans;

     . pension or profit-sharing plans qualified under sections 401(a) or
       403(a) of the Code, known as "corporate plans";

     . plans qualified under Section 401(k) of the Code;

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

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

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

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

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

  To accommodate "employer-related" plans, we provide "unisex" purchase rates.
That means the annuity purchase rates are the same for males and females. Any
questions you have as to whether you are participating in an "employer-related"
plan

                                       23
<PAGE>

should be directed to your employer.  Any question you or your employer have
about unisex rates may be directed to the John Hancock Annuity Servicing Office.

HOW WE SUPPORT THE VARIABLE INVESTMENT OPTIONS

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

  The Account's assets, including the Trust's shares, belong to JHVLICO. Each
contract provides that amounts we hold in the Account pursuant to the policies
cannot be reached by any other persons who may have claims against us.

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

THE ACCUMULATION PERIOD

YOUR VALUE IN OUR VARIABLE INVESTMENT OPTIONS

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

VALUATION OF ACCUMULATION UNITS

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

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

  The value of each accumulation unit will change daily depending upon the
investment performance of the Fund that corresponds to that variable investment
option and certain charges we deduct from such investment option. (See below
under "Variable investment option valuation procedures.")

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

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

YOUR VALUE IN THE FIXED INVESTMENT OPTION

  On any date, the total value of your contract in the fixed investment option
equals:

     . the amount of premium payments or transferred amounts allocated to
       the fixed investment option, MINUS

     . the amount of any withdrawals or transfers paid out of the fixed
       investment option, PLUS

     . interest compounded daily on any amounts in the fixed investment

                                       24
<PAGE>

       option at the effective annual rate of interest we have declared,
       MINUS

     . the amount of any charges and fees deducted from fixed investment
       option.

THE ANNUITY PERIOD

DATE OF MATURITY

  Your contract specifies the date of maturity, when payments from one of our
annuity options are scheduled to begin. You initially choose a date of maturity
when you complete your application for a contract. Unless we otherwise permit,
the date of maturity must be

     . at least 6 months after the date the first premium payment is applied
       to your contract and

     . no later than the maximum age specified in your contract (normally
       age 95).

  Subject always to these requirements, you may subsequently select an earlier
date of maturity. The John Hancock Annuity Servicing Office must receive your
new selection at least 31 days prior to the new date of maturity, however. Also,
if you are selecting or changing your date of maturity for a contract issued
under a tax qualified plan, special limits apply. (See "Contracts purchased for
a tax-qualified plan," beginning on page 30.)

CHOOSING FIXED OR VARIABLE ANNUITY PAYMENTS

  During the annuity period, the total value of your contract must be allocated
to no more than four investment options. During the annuity period, we offer
annuity payments on a fixed basis as one investment option, and annuity payments
on a variable basis for EACH variable investment option.

  We will generally apply (1) amounts allocated to the fixed investment option
as of the date of maturity to provide annuity payments on a fixed basis and (2)
amounts allocated to variable investment options to provide annuity payments on
a variable basis. If you are using more than four investment options on the date
of maturity, we will divide your contract's value among the four investment
options with the largest values, pro-rata based on the amount of the total value
of your contract that you have in each.

  Once annuity payments commence, you may not make transfers from fixed to
variable or from variable to fixed.

SELECTING AN ANNUITY OPTION

  Each contract provides, at the time of its issuance, for annuity payments to
commence on the date of maturity pursuant to Option A: "life annuity with 10
years guaranteed" (discussed under "Annuity options" on page 26).

  Prior to the date of maturity, you may select a different annuity option.
However, if the total value of your contract on the date of maturity is not at
least $5,000, Option A: "life annuity with 10 years guaranteed" will apply,
regardless of any other election that you have made. You may not change the form
of annuity option once payments commence.

  If the initial monthly payment under an annuity option would be less than $50,
we may make a single sum payment equal to the total surrender value of your
contract on the date the initial payment would be payable. Such single payment
would replace all other benefits. Alternatively, if you agree, we will make
payments at quarterly, semi-annual, or annual intervals in place of monthly
payments.

  Subject to that $50 minimum limitation, your beneficiary may elect an annuity
option if

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

                                       25
<PAGE>

     . the beneficiary is entitled to payment of a death benefit of at least
       $5,000 in a single sum; and

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

  You may also elect to have the surrender value of your contract applied to an
annuity option at the time of full surrender if your contract has been
outstanding for at least 6 months. If the total value of your contract, at death
or surrender, is less than $5,000, no annuity option will be available.

VARIABLE MONTHLY ANNUITY PAYMENTS

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

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

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

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

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

   ASSUMED INVESTMENT RATE
   -----------------------

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

  You may elect an assumed investment rate of 5% or 6%, provided such a rate is
available in your state. If you elect a higher assumed investment rate, your
initial variable annuity payment will also be higher. Eventually, however, the
monthly variable annuity payments may be smaller than if you had elected a lower
assumed investment rate.

FIXED MONTHLY ANNUITY PAYMENTS

  The dollar amount of each fixed monthly annuity payment is specified during
the entire period of annuity payments, according to the provisions of the
annuity option selected. To determine such dollar amount we first, in accordance
with the procedures described above, calculate the amount to be applied to the
fixed annuity option as of the date of maturity. We then subtract any applicable
premium tax charge and divide the difference by $1,000. We then multiply the
result by the greater of

     . the applicable fixed annuity purchase rate shown in the appropriate
       table in the contract; or

     . the rate we currently offer at the time of annuitization.  (This
       current rate may be based on the sex of the annuitant, unless
       prohibited by law.)

ANNUITY OPTIONS

  Here are some of the annuity options that are available, subject to the terms
and conditions described above. We reserve the right to make

                                       26
<PAGE>

available optional methods of payment in addition to those annuity options
listed here and in your contract.

  OPTION A: LIFE ANNUITY WITH PAYMENTS FOR A GUARANTEED PERIOD - We will make
monthly payments for a guaranteed period of 5, 10, or 20 years, as selected by
you or your beneficiary, and after such period for as long as the payee lives.
If the payee dies prior to the end of such guaranteed period, we will continue
payments for the remainder of the guarantee period to a contingent payee,
subject to the terms of any supplemental agreement issued.

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

  OPTION B: LIFE ANNUITY WITHOUT FURTHER PAYMENT ON DEATH OF PAYEE - We will
make monthly payments to the payee as long as he or she lives. We guarantee no
minimum number of payments.

  If the payee is more than 85 years old on the date of maturity, the following
two options are not available:

     . Option A: "life annuity with 5 years guaranteed" and

     . Option B: "life annuity without further payment on the death of
       payee."

VARIABLE INVESTMENT OPTION VALUATION PROCEDURES

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

DISTRIBUTION REQUIREMENTS FOLLOWING DEATH OF OWNER

  If you did not purchase your contract under a tax qualified plan (as that term
is used below), the Code requires that the following distribution provisions
apply if you die. We summarize these provisions in the box below. In most cases,
these provisions do not cause a problem if you are also the annuitant under your
policy. If you have designated someone other than yourself as the annuitant,
however, your heirs will have less discretion than you would have had in
determining when and how the contract's value would be paid out.

- --------------------------------------------------------------------------------
IF YOU DIE BEFORE ANNUITY PAYMENTS HAVE BEGUN:

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

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

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

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

                                       27
<PAGE>

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

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

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

IF YOU DIE ON OR AFTER ANNUITY PAYMENTS HAVE BEGUN

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

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

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

MISCELLANEOUS PROVISIONS

ASSIGNMENT; CHANGE OF OWNER OR BENEFICIARY

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

  Subject to these limits, while the annuitant is alive, you may designate
someone else as the owner by written notice to the John Hancock Annuity
Servicing Office. The contract designates the person you choose as beneficiary.
You may change the beneficiary by written notice no later than receipt of due
proof of the death of the annuitant. Changes of owner or beneficiary will take
effect whether or not you or the annuitant is then alive. However, these changes
are subject to:

     . the rights of any assignees of record,

     . the any action taken prior to receipt of the notice, and

     . certain other conditions.

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

TAX INFORMATION

OUR INCOME TAXES

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

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

                                       28
<PAGE>

CONTRACTS NOT PURCHASED TO FUND A TAX QUALIFIED PLAN

   UNDISTRIBUTED GAINS
   -------------------

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

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

   ANNUITY PAYMENTS
   ----------------

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

  The Code prescribes the allocable portion of each such annuity payment to be
excluded from income according to one formula if the payments are variable and a
somewhat different formula if the payments are fixed. In each case, speaking
generally, the formula seeks to allocate an appropriate amount of the investment
in the contract to each payment. After the entire "investment in the contract"
has been distributed, any remaining payment is fully taxable.

   SURRENDERS AND WITHDRAWALS BEFORE DATE OF MATURITY
   --------------------------------------------------

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

  When you take a partial withdrawal from a contract, including a payment under
a systematic withdrawal plan, all or part of the payment may constitute taxable
ordinary income to you. The taxable portion generally equals the amount, if any,
by which the payment exceeds your then investment in the contract. If you assign
or pledge any part your contract's value, the value so pledged or assigned is
taxed the same way as if it were a partial withdrawal.

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

   PENALTY FOR PREMATURE WITHDRAWALS
   ---------------------------------

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

DIVERSIFICATION REQUIREMENTS

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

                                       29
<PAGE>

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

CONTRACTS PURCHASED FOR A TAX QUALIFIED PLAN

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

   WITHHOLDING ON ROLLOVER DISTRIBUTIONS
   -------------------------------------

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

   CONTRACTS PURCHASED AS INDIVIDUAL RETIREMENT ANNUITIES (IRAs)
   -------------------------------------------------------------

  An individual retirement annuity (as defined in Section 408 of the Code)
generally permits an eligible purchaser to take a federal income tax deduction
of up to $2,000 per year for contributions to the IRA. (You can never, however,
deduct more than 100% of your compensation includable in your gross income for
the year.) You may also purchase an IRA contract for the benefit of your spouse
(regardless of whether your spouse has a paying job). You can generally deduct
up to $2,000 for each of you and your spouse (or, if less, your combined
compensation).

  If you or your spouse is an active participant in an employer-sponsored
retirement plan, you may make deductible premium payment only if your adjusted
gross incomes do not exceed certain amounts. You can still contribute the full
$2000 for each of you and your spouse, however, even though they are not
deductible. Nor can you take a deduction for premium payments made in or after
the taxable year in which you attain age 70 1/2 or for a "rollover contribution"
as defined in the Code.

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

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

   CONTRACTS PURCHASED UNDER SIMPLE RETIREMENT ACCOUNTS (SIMPLE IRAs)
   ------------------------------------------------------------------

  In general, a small business employer may establish a SIMPLE IRA retirement
plan, if the employer employed less than 100 employees on any day during the
preceding calendar year. As an employee of such small business employer, you may
make premium payments to the SIMPLE IRA. You

                                       30
<PAGE>

may specify the percentage of compensation that you will contribute to the
SIMPLE IRA, provided the amount of contribution does not exceed $6,000 a year.
Your employer must elect to make a matching contribution of up to 3% of your
compensation or an non-elective contribution equal to 2% of your compensation.

   CONTRACTS PURCHASED UNDER CERTAIN NON-DEDUCTIBLE IRAS (ROTH IRAs)
   -----------------------------------------------------------------

  In general, you may make purchase payments of up to $2,000 each year for a new
type of non-deductible IRA contract, known as a ROTH IRA. Any contributions made
during the year for any other IRA you have will reduce the amount you otherwise
could contribution to a ROTH IRA. Also, the $2,000 maximum for a ROTH IRA phases
out for single taxpayers with adjusted gross incomes between $95,000 and
$110,000, for married taxpayers filing jointly with adjusted gross incomes
between $150,000 and $160,000, and for a married taxpayer filing separately with
adjusted gross income between $0 and $15,000.

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

     . after you reach age 59 1/2,

     . on your death or disability, or

     . to one of the following qualified first-time home purchasers, subject
       to a $10,000 lifetime maximum: you or your spouse, child,
       grandchild, or ancestor.

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

  You may make a tax-free rollover contribution from a non-ROTH IRA, unless

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

     . you are a married taxpayer filing a separate return.

The $2,000 ROTH IRA contribution limit does not apply to tax-free rollover
contributions.

  You must, however, pay tax on any portion of the non-ROTH IRA being rolled
over that represents income on a previously deductible IRA contribution. No
similar limitations apply to rollovers from one ROTH IRA to another ROTH IRA.

   CONTRACTS PURCHASED UNDER SECTION 403(b) PLANS (TSA)
   ----------------------------------------------------

  Under these tax-sheltered annuity ("TSA") arrangements, public school systems
and certain tax-exempt organizations can make premium payments into contracts
owned by their employees that are not taxable currently to the employee.

  The amount of such non-taxable contributions each year

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

     . may not, together with all other deferrals the employee elects under
       other tax-qualified plans, exceed $10,000; and

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

                                       31
<PAGE>

  When we make annuity payments from the contract, such payments are taxed to
the employee or other payee under the same rules that apply to such payments
under corporate plans (discussed below), except that five-year averaging and
capital gain phase-out are not available.

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

  Moreover, the Code prohibits distributions from a TSA contract before the
employee reaches age 59 1/2, except

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

     . with respect to distributions of assets held under a TSA contract as
       of December 31, 1988,

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

   CONTRACT LOANS UNDER SECTION 403(b) QUALIFIED CONTRACTS
   -------------------------------------------------------

  Prior to the date of maturity of your contract, you may request a loan from
the total value of your contract. If the loan meets the amount and prepayment
requirements described in detail in Appendix B, we will not report the loan to
the Internal Revenue Service as a taxable distribution. To apply for a loan, you
must use our required loan forms. Forms are available through our the John
Hancock Annuity Servicing Office. At the time the loan is issued, we will
provide you with a detailed loan agreement containing all the requirements of
the loan.

  Contract loans are subject to many conditions and requirements of the Code and
ERISA and the terms of any retirement plan in connection with which your
contract was acquired. For example, serious tax consequences may result, if you
don't make your loan payments when due or if we find it otherwise necessary to
exercise our right to use all or part of the value of your contract to repay a
contract loan. Because the tax and ERISA laws can be very confusing, you should
always consult a qualified adviser before taking any action with respect to
contract loans.

   CONTRACTS PURCHASED FOR "CORPORATE" PLANS
   -----------------------------------------

  In general, an employer may deduct from its taxable income premium payments it
makes under

     . a qualified pension or profit-sharing plan described in Section
       401(a) of the Code or

     . a qualified annuity plan described in Section 403(a) of the Code.

Nor do the employees participating in the plan have to pay tax on such
contributions when made.

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

  The non-taxable portion of each annuity payment is determined, under the Code,
according to one formula if the payments are variable and a somewhat different
formula if the payments are fixed. In each case, speaking generally, the formula

                                       32
<PAGE>

seeks to allocate an appropriate amount of the investment in the contract to
each payment.

  Certain special five-year income tax averaging provisions are available for
total distributions made in 1999, but not after that. Other favorable procedures
may also be available to taxpayers who had attained age 50 prior to January 1,
1986.

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

   CONTRACTS PURCHASED FOR H.R. 10 (SELF-EMPLOYED) PLANS
   -----------------------------------------------------

  Self-employed persons, including partnerships, purchase contracts for tax
qualified pension and profit-sharing plans that they establish for themselves
and for their employees. The Code limits the maximum amount of premium payments
that the self-employed person may deduct for federal income tax purposes each
year. With respect to variable annuity contracts issued on the life of
self-employed persons under such plans, the maximum generally is the lesser of

     . $30,000, or

     . 25% of "earned income" (as defined in the Code).

  Self-employed persons must also make premium payments for their employees (who
have met certain eligibility requirements) at least at the same rate as they do
for themselves.

  Tax qualified plans may permit self-employed persons and their employees to
make additional premium payments themselves (which are not deductible) of up to
10% of earned income or compensation.

  When we make annuity payments under an H.R. 10 contract, the payee must pay
federal income taxes under the same rules that apply to such payments under
corporate plans (discussed above).

  The tax treatment of annuity payments is also the same as under corporate
plans (discussed above); as, in most respects, is the tax treatment of single
sum payments.

  The same rules discussed above that determine n for corporate plans (a) when
annuity payments must commence and (b) the 10% penalty tax on certain early
distributions also apply to H.R. 10 plans.

   CONTRACTS PURCHASED  UNDER GOVERNMENT DEFERRED COMPENSATION PLANS
   -----------------------------------------------------------------

  You can exclude a portion of your compensation from gross income if you
participate in a deferred compensation plan maintained by

     . a state,

     . a political subdivision of a state,

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

     . a tax-exempt organization.

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

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

     . $7,500 or

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

                                       33
<PAGE>

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

     . the plan must not permit distributions prior to your separation from
       service (except in the case of an unforeseen emergency), and

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

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

   CONTRACTS PURCHASED FOR "TOP-HEAVY" PLANS
   -----------------------------------------

  Certain corporate and H.R. 10 plans may fall within Section 416 of the Code's
definition of "top-heavy plans." This can happen if the plan holds a significant
amount of its assets for the benefit of "key employees" (as defined in the
Code). You should consider whether your plan meets the definition. If so, you
should take care to consider the special limitations applicable to top-heavy
plans and the potentially adverse tax consequences to key employees.

   TAX-FREE ROLLOVERS
   ------------------

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

     . a regular IRA to another regular IRA,

     . any tax-qualified plan to a regular IRA,

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

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

   SEE YOUR OWN TAX ADVISER
   ------------------------

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

PERFORMANCE INFORMATION

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

                                       34
<PAGE>

variable investment option. Total return at the Account level is the percentage
change between

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

     . the value at the end of such period.

  At Account level, total return reflects adjustments for

     . the mortality and expense risk charges,

     . the administrative charge,

     . the annual contract fee, and

     . any withdrawal charges payable if the owner surrenders his contract
       at the end of the relevant period.

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

  We may also advertise total return in a non-standard format in conjunction
with the standard format described above. The non-standard format is the same as
the standard format except that it will not reflect any withdrawal charge.

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

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

  We also advertise current yield for investments in the other variable
investment options. For investments in these options, we calculate current yield
by the following formula:

- ----------------------------------------------
the annualization of the income earned by a
investment in the variable investment option
during a recent 30-day period
                  DIVIDED BY
the maximum offering price per unit of  the
variable investment option at the end of such
30-day period
- ----------------------------------------------

  In all cases, current yield and effective yield reflect all the recurring
charges at the Account level, but will not reflect any premium tax, or any
withdrawal charge.

REPORTS

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

VOTING PRIVILEGES

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

                                       35
<PAGE>

CERTAIN CHANGES

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

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

     . to add or delete variable investment options,

     . to change the underlying investment vehicles,

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

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

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

DISTRIBUTION OF CONTRACTS

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

  You can purchase a contract either through Signators registered representative
or through other broker-dealers whose representatives are authorized by
applicable law to sell annuity products. We do not expect the compensation to
such broker-dealers to exceed 3.0% of premium payments. Signator compensates its
registered representatives for sales of the contracts on a commission and fee
service basis. We, in turn, reimburse Signator for direct and indirect expenses
actually incurred in connection with the marketing and sales of these contracts.
We offer these contracts on a continuous basis, but neither JHVLICO nor Signator
is obligated to sell any particular amount of contracts.

IMPACT OF THE YEAR 2000 ISSUE

  The advent of the Year 2000 presents us with a technological challenge: making
our systems function properly with respect to dates in the year 2000 and after.
In response to that challenge, we have developed and are executing a plan to
modify or replace significant portions of our computer informations systems and
automated technologies. The plan involves coordination and testing with business
partners in an effort to minimize the possibility that external factors will
adversely impact our systems. We believe that, with modifications to existing
systems and conversions to new technologies, the Year 2000 will not pose
significant operational problems for our computer systems. However, if certain
modifications and conversions are not made, or are not completed on time, the
Year 2000 issue could have an adverse impact on our operations.

  We have substantially completed the process of remediating our systems and
expect the compliance testing component of the project to be completed by June,
1999. This completion target was derived utilizing numerous assumptions of
future events, including availability of certain resources and other factors.
However, there can be no guarantee that this estimate will be achieved, that
these steps will be sufficient or that actual results may not differ

                                       36
<PAGE>

materially from those anticipated. For more information about the impact of the
Year 2000 issue, refer to Note 12 to the Notes to the Financial Statements of
John Hancock Variable Life Insurance Company included in the Statement of
Additional Information to this prospectus.

REGISTRATION STATEMENT

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

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

<TABLE>
<CAPTION>
                                                    page of SAI
<S>                                                     <C>
VARIATIONS IN CHARGES ................................   2
DISTRIBUTION .........................................   2
CALCULATION OF PERFORMANCE DATA ......................   2
OTHER PERFORMANCE INFORMATION ........................   4
CALCULATION OF ANNUITY PAYMENTS ......................   4
ADDITIONAL INFORMATION ABOUT DETERMINING
 UNIT VALUES .........................................   6
PURCHASES AND  REDEMPTIONS OF FUND SHARES ............   7
THE ACCOUNT ..........................................   7
DELAY OF CERTAIN PAYMENTS ............................   8
LIABILITY FOR TELEPHONE TRANSFERS ....................   8
VOTING PRIVILEGES ....................................   8
JHVLICO FINANCIAL STATEMENTS .........................  10
SEPARATE ACCOUNT FINANCIAL STATEMENTS ................  23
</TABLE>

EXPERTS

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

                                       37
<PAGE>

                         CONDENSED FINANCIAL INFORMATION
                     JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

  The following table provides selected data for each accumulation share
throughout the period as follows:

<TABLE>
<CAPTION>
                                                              PERIOD FROM
                                                             MAY 1, 1998 TO
                                                              DECEMBER 31,
                                                                  1998
                                                            ----------------
<S>                                                         <C>
MANAGED
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $21.88
  End of period . . . . . . . . . . . . . . . . . . . . .           $25.98
Number of Accumulation Shares outstanding at end of period       2,360,737

GROWTH & INCOME
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $28.81
  End of period . . . . . . . . . . . . . . . . . . . . .           $37.01
Number of Accumulation Shares outstanding at end of period       1,505,823

EQUITY INDEX
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $14.82
  End of period . . . . . . . . . . . . . . . . . . . . .           $18.77
Number of Accumulation Shares outstanding at end of period         751,303

LARGE CAP VALUE
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $14.31
  End of period . . . . . . . . . . . . . . . . . . . . .           $15.41
Number of Accumulation Shares outstanding at end of period         719,821

LARGE CAP GROWTH
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $29.00
  End of period . . . . . . . . . . . . . . . . . . . . .           $39.89
Number of Accumulation Shares outstanding at end of period         610,045

MID CAP VALUE
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $15.41
  End of period . . . . . . . . . . . . . . . . . . . . .           $13.13
Number of Accumulation Shares outstanding at end of period         719,821

MID CAP GROWTH
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $11.71
  End of period . . . . . . . . . . . . . . . . . . . . .           $16.05
Number of Accumulation Shares outstanding at end of period         523,041

REAL ESTATE EQUITY
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $25.16
  End of period . . . . . . . . . . . . . . . . . . . . .           $20.66
Number of Accumulation Shares outstanding at end of period          39,674
</TABLE>

                                       38
<PAGE>

<TABLE>
<CAPTION>
                                                              PERIOD FROM
                                                             MAY 1, 1998 TO
                                                              DECEMBER 31,
                                                                  1998
                                                            ----------------
<S>                                                         <C>
SMALL/MID CAP GROWTH
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $17.43
  End of period . . . . . . . . . . . . . . . . . . . . .           $18.16
Number of Accumulation Shares outstanding at end of period          67,121

SMALL/MID CAP CORE
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $10.00
  End of period . . . . . . . . . . . . . . . . . . . . .           $10.69
Number of Accumulation Shares outstanding at end of period           6,144

SMALL CAP VALUE
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $13.54
  End of period . . . . . . . . . . . . . . . . . . . . .           $12.56
Number of Accumulation Shares outstanding at end of period         279,710

SMALL CAP GROWTH
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $11.11
  End of period . . . . . . . . . . . . . . . . . . . . .           $12.54
Number of Accumulation Shares outstanding at end of period         364,599

GLOBAL EQUITY
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $10.00
  End of period . . . . . . . . . . . . . . . . . . . . .           $10.30
Number of Accumulation Shares outstanding at end of period          14,675

INTERNATIONAL BALANCED
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $10.70
  End of period . . . . . . . . . . . . . . . . . . . . .           $12.45
Number of Accumulation Shares outstanding at end of period          73,871

INTERNATIONAL EQUITY INDEX
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $13.49
  End of period . . . . . . . . . . . . . . . . . . . . .           $16.07
Number of Accumulation Shares outstanding at end of period         147,513

INTERNATIONAL OPPORTUNITIES
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $10.63
  End of period . . . . . . . . . . . . . . . . . . . . .           $12.15
Number of Accumulation Shares outstanding at end of period         102,682

EMERGING MARKETS EQUITY
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $10.00
  End of period . . . . . . . . . . . . . . . . . . . . .           $09.27
Number of Accumulation Shares outstanding at end of period             250
</TABLE>

                                       39
<PAGE>

<TABLE>
<CAPTION>
                                                              PERIOD FROM
                                                             MAY 1, 1998 TO
                                                              DECEMBER 31,
                                                                  1998
                                                            ----------------
<S>                                                         <C>
SHORT-TERM BOND
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $11.68
  End of period . . . . . . . . . . . . . . . . . . . . .           $12.19
Number of Accumulation Shares outstanding at end of period         409,683

BOND INDEX
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $10.00
  End of period . . . . . . . . . . . . . . . . . . . . .           $10.00
Number of Accumulation Shares outstanding at end of period             798

SOVEREIGN BOND
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $17.50
  End of period . . . . . . . . . . . . . . . . . . . . .           $18.68
Number of Accumulation Shares outstanding at end of period       1,173,339

GLOBAL BOND
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $11.37
  End of period . . . . . . . . . . . . . . . . . . . . .          $12.234
Number of Accumulation Shares outstanding at end of period         797,395

HIGH YIELD BOND
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $10.00
  End of period . . . . . . . . . . . . . . . . . . . . .           $09.89
Number of Accumulation Shares outstanding at end of period          16,441

MONEY MARKET
Accumulation share value:
  Beginning of period . . . . . . . . . . . . . . . . . .           $12.91
  End of period . . . . . . . . . . . . . . . . . . . . .           $13.42
Number of Accumulation Shares outstanding at end of period       1,976,595
</TABLE>

                                       40
<PAGE>

              APPENDIX A - EXAMPLE OF WITHDRAWAL CHARGE CALCULATION

ASSUME THE FOLLOWING FACTS:

  On January 1, 1996, you make a $5000 initial premium payment and we issue you
    a contract.
  On January 1, 1997, you make a $1000 premium payment
  On January 1, 1998, you make a $1000 premium payment.
  On January 1, 1999, the total value of your contract is $9000 because of good
    investment earnings.

  Now assume you make a partial withdrawal of $6000 (no tax withholding) on
    January 2, 1999. In this case, assuming no prior withdrawals, we would
    deduct a CDSL of $229.57. We withdraw a total of $6229.57 from your
    contract.

  $6000.00   --  withdrawal request payable to you
  + 229.57   --  withdrawal charge payable to us
  --------
  $6229.57   --  total amount withdrawn from your contract

HERE IS HOW WE DETERMINE THE WITHDRAWAL CHARGE:

  1. We FIRST reduce your $5,000 INITIAL PREMIUM PAYMENT by the three annual $30
     contract fees we assessed on January 1, 1997, 1998, and 1999. We withdraw
     the remaining $4910 from your contract.

  $5000
    -30   --  1997 contract fee payable to us
    -30   --  1998 contract fee payable to us
    -30   --  1999 contract fee payable to us
  -----
  $4910   --  amount of your initial premium payment we would consider to be
              withdrawn.

  Under the free withdrawal provision, we deduct 10% of the total value of your
    contract at the beginning of the contract year, or $900 (.10 x $9000). We
    pay the $900 to you as part of your withdrawal request, and we assess a
    withdrawal charge on the remaining balance of $4010. Because you made the
    initial premium payment 3 years ago, the withdrawal charge percentage is 4%.
    We deduct the resulting $160.40 from your contract to cover the withdrawal
    charge on your initial premium payment. We pay the remainder of $3849.60 to
    you as a part of your withdrawal request.

  $4910
   -900  --  free withdrawal amount (payable to you)
  -----
  $4010
  x .04
  ------
  $160.40  --  withdrawal charge on initial premium payment (payable to us)

  $4010.00
   -160.40
  --------
   3849.60 --  part of withdrawal request payable to you

                                       41
<PAGE>

  2. We NEXT deem the entire amount of your 1997 PREMIUM PAYMENT to be withdrawn
     and we assess a withdrawal charge on that $1000 amount. Because you made
     this premium payment 2 years ago, the withdrawal charge percentage is 5%.
     We deduct the resulting $50 from your contract to cover the withdrawal
     charge on your 1997 premium payment. We pay the remainder of $950 to you
     as a part of your withdrawal request.

  $1000
  x .05
  -----
    $50   --  withdrawal charge on 1997 premium payment (payable to us)

  $1000
   - 50
  -----
   $950   --  part of withdrawal request payable to you

  3. We NEXT determine what additional amount we need to withdraw to provide
     you with the total $6000 you requested, after the deduction of the
     withdrawal charge on that additional amount. We have already allocated
     $900 from the free withdrawal amount, $3849.60 from your initial premium
     payment, and $950 from your 1998 PREMIUM PAYMENT. Therefore, $300.40 is
     needed to reach $6000.

  $6000.00   --   total withdrawal amount requested
   -900.00   --   free withdrawal amount
  -3849.60   --   payment deemed from initial premium payment
   -950.00   --   payment deemed from 1997 premium payment
  -------
   $300.40   --   additional payment to you needed to reach $6000

  We know that the withdrawal charge percentage for this remaining amount is 6%,
    because you are already deemed to have withdrawn all premiums you paid prior
    to 1998. We use the following formula to determine how much more we need to
    withdraw:

  Remainder due to you = Withdrawal needed - [applicable withdrawal
    charge percentage times withdrawal needed]

  $300.40  =   x - [.06x]
  $300.40  = .94x

  $300.4
  ------
    0.94   =  x

  $319.57  =  x

  $319.57   --   deemed withdrawn from 1998 premium payment
 -$300.40   --   part of withdrawal request payable to you
  -------
   $19.17   --   withdrawal charge on 1998 premium deemed withdrawn (payable
                 to us)

  $160.40  --  withdrawal charge on the INITIAL PREMIUM PAYMENT
  $ 50.00  --  withdrawal charge on the 1997 PREMIUM PAYMENT
  $ 19.17  --  withdrawal charge on the 1998 PREMIUM PAYMENT
  -------
  $229.27  --  Total withdrawal charge

                                       42
<PAGE>

         APPENDIX B - CONTRACT LOANS UNDER SECTION 403(b) ("TSA LOANS")

  Any loan under this section will be secured by a security interest in your
contract. The loan amount must be at least $2,500 and may not, on the date of
the loan (defined below), exceed the lesser of

     . 50% of the total value of your contract,

     . $50,000 or

     . the sum of 100% of the total value of your contract invested in the
       variable investment options and 20% of the total value of your
       contract invested in the fixed investment option.

  We will deduct that portion of the loan amount up to 20% of the total value of
your contract on the date of the loan proportionately from each investment
option you are then using. We will deduct any amount in excess of 20% of the
total value of your contract on the date of the loan proportionately from each
VARIABLE investment option you are then using.

  On the date of the loan, we will transfer the total loan amount to the loan
collateral account. This account is held in JHVLICO's general investment account
and accrues interest at an effective rate equal to 1% less than the loan
interest rate described below. We transfer the interest accrued on the loan
collateral account back to the investment options on each contract anniversary
in the same proportion as your investment options are then allocated.

  The DATE OF THE LOAN will be the business date on which we receive at the John
Hancock Annuity Servicing Office all the necessary documentation assigning your
contract as the security for the loan. If such receipt occurs on a date on which
we do not value shares, then the date of the loan will be the next business day
following such receipt on which we do value shares.

  We determine the LOAN INTEREST RATE for this contract annually. We make such
determination in the calendar month immediately preceding the calendar month in
which your contract anniversary occurs. We apply the loan interest rate to any
loan made during the calendar year following the date we determine the loan
interest rate. Except as otherwise required by applicable state law, we will not
set a rate in excess of the greater of

     . Moody's Corporate Bond Yield Average - Monthly Average Corporates (as
       published by Moody's Investors Service), or any successor thereto,
       for the calendar month which is two months before the month in which
       the date we determine the loan interest rate, or

     . 5%.

                                       43
<PAGE>

If Moody's Investors Service no longer publishes this average, JHVLICO reserves
the right to select a substitute that it deems appropriate, subject to
applicable law, regulation, or other state requirement. When a new rate is
determined,

     . we may increase the previous rate if the increase would be at least
       1/2%, and

     . we may reduce the previous rate if the decrease would be at least 1/2%.

We will notify you of the applicable loan interest rate at the time you make the
loan. The loan interest rate for any given loan will be fixed for the entire
loan period. Accrued interest on the loan will be added daily and will bear
interest from that date at the loan interest rate.

  Repayment of principal and interest will be amortized in level installments
payable no less frequently than quarterly over a period of no more than five
years, except as provided by law. Prior to the first installment date, we will
provide you with the repayment due dates and installment amounts in a repayment
schedule. The principal portion of each loan repayment will be transferred back
to the investment options in the same proportion as your investment options are
then allocated.

  Prepayment of the entire loan is permitted. In addition, loan prepayments in
excess of regularly scheduled prepayments that do not repay the entire LOAN
BALANCE (outstanding loan amount plus loan interest accrued to date) will be
applied to reduce the length of the loan. Such excess loan repayments do not
replace the regularly scheduled loan payments.

  If you fail to make a scheduled loan repayment within 90 calendar days after
the repayment due date, the loan balance or such other amount as required by
applicable law shall then be considered in default. To the extent the total
value of your contract contains (1) salary reduction contributions made on or
before December 31, 1988 and (2) earnings credited on such contributions on or
before such date at the time of default (together referred to as "pre-1988" with
regard to the default. We will withdraw from the total value of your contract an
amount equal to the amount in default with respect to such pre-1988
contributions (including withdrawal charges and any accrued and unpaid interest
to the date of the default). To the extent that the amount in default exceeds
the amount of pre-1988 contributions, we will make no actual foreclosure on the
loan security

     . until the earliest of your attaining age 59 1/2, separation from
       service, death, or becoming disabled (as defined in Section 72(m)(7))
       of the Code, and

     . unless, prior to the occurrence of such event, the excess is deemed a
       distribution reportable you.

  If you surrender your contract while there is an outstanding loan balance or,
if the annuitant dies while there is an outstanding loan balance, we will
determine an amount (positive or negative) by subtracting the outstanding loan
balance from the loan collateral account as of the date of surrender or death.
If such amount is positive, we will add it to the surrender value or


                                       44
<PAGE>

death benefit, as applicable. If the amount is negative, we will subtract it
from the surrender value or death benefit, as applicable. If, at any time, the
surrender value exceeds the loan collateral account, your loan will be subject
to certain excessive loan balance provisions set forth in your loan agreement.

  Because the Federal tax laws governing contract loans are very complex and
confusing, you should consult a qualified tax adviser before applying for a
contract loan.

                                       45
<PAGE>

       APPENDIX C - ILLUSTRATIVE CONTRACT VALUE AND ANNUITY PAYMENT TABLES

  The following tables present illustrative periodic contract values and annuity
payments that would have resulted under a contract described in this prospectus
had such values and payments been based exclusively upon the investment
experience of the nine specified variable investment options, assuming
investment by each of those investment options in the corresponding Fund of the
Trust and its predecessors during the periods shown. We have not illustrated the
other investment options because of the limited time that they have been
available. The contracts described in this prospectus were first offered in
1998.

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

  In the tables, we assume

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

     . charges have been assessed at annual rate of 1.40% for mortality and
       expense risks and administrative services, and

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

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

WHAT THE TABLES ILLUSTRATE

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

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

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

                                       46
<PAGE>

                                 GROWTH & INCOME

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


<TABLE>
<CAPTION>
                                                        CONTRACT VALUE
                                                        ON DECEMBER 31
      Contract Year Commencing                         OF THE SAME YEAR
      ------------------------                        ------------------
      <S>                                             <C>
      January 1975  . . . . . . . . . . . . . . . .      $ 12,768.53
      January 1976  . . . . . . . . . . . . . . . .        14,847.74
      January 1977  . . . . . . . . . . . . . . . .        13,070.47
      January 1978  . . . . . . . . . . . . . . . .        13,674.30
      January 1979  . . . . . . . . . . . . . . . .        15,670.05
      January 1980  . . . . . . . . . . . . . . . .        20,154.18
      January 1981  . . . . . . . . . . . . . . . .        20,054.68
      January 1982  . . . . . . . . . . . . . . . .        25,323.38
      January 1983  . . . . . . . . . . . . . . . .        30,428.51
      January 1984  . . . . . . . . . . . . . . . .        31,429.08
      January 1985  . . . . . . . . . . . . . . . .        41,769.30
      January 1986  . . . . . . . . . . . . . . . .        47,665.34
      January 1987  . . . . . . . . . . . . . . . .        48,842.45
      January 1988  . . . . . . . . . . . . . . . .        56,368.07
      January 1989  . . . . . . . . . . . . . . . .        71,995.40
      January 1990  . . . . . . . . . . . . . . . .        72,809.18
      January 1991  . . . . . . . . . . . . . . . .        90,446.27
      January 1992  . . . . . . . . . . . . . . . .        97,127.06
      January 1993  . . . . . . . . . . . . . . . .       108,553.53
      January 1994  . . . . . . . . . . . . . . . .       106,452.30
      January 1995  . . . . . . . . . . . . . . . .       140,886.25
      January 1996  . . . . . . . . . . . . . . . .       166,849.35
      January 1997  . . . . . . . . . . . . . . . .       213,632.01
      January 1998. . . . . . . . . . . . . . . . .       274,384.22
</TABLE>

                                       47
<PAGE>

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


<TABLE>
<CAPTION>
                                                            PAYMENT
      Month                                                For Month
      -----                                               -----------
      <S>                                                 <C>
      January 1975  . . . . . . . . . . . . . . . . . .    $  100.00
      January 1976  . . . . . . . . . . . . . . . . . .       126.05
      January 1977  . . . . . . . . . . . . . . . . . .       139.99
      January 1978  . . . . . . . . . . . . . . . . . .       121.58
      January 1979  . . . . . . . . . . . . . . . . . .       123.59
      January 1980  . . . . . . . . . . . . . . . . . .       136.47
      January 1981  . . . . . . . . . . . . . . . . . .       168.49
      January 1982  . . . . . . . . . . . . . . . . . .       163.12
      January 1983  . . . . . . . . . . . . . . . . . .       198.05
      January 1984  . . . . . . . . . . . . . . . . . .       227.32
      January 1985  . . . . . . . . . . . . . . . . . .       228.10
      January 1986  . . . . . . . . . . . . . . . . . .       294.22
      January 1987  . . . . . . . . . . . . . . . . . .       331.86
      January 1988  . . . . . . . . . . . . . . . . . .       330.06
      January 1989  . . . . . . . . . . . . . . . . . .       363.60
      January 1990  . . . . . . . . . . . . . . . . . .       429.63
      January 1991  . . . . . . . . . . . . . . . . . .       432.97
      January 1992  . . . . . . . . . . . . . . . . . .       496.00
      January 1993  . . . . . . . . . . . . . . . . . .       543.10
      January 1994  . . . . . . . . . . . . . . . . . .       585.08
      January 1995  . . . . . . . . . . . . . . . . . .       556.35
      January 1996  . . . . . . . . . . . . . . . . . .       706.64
      January 1997  . . . . . . . . . . . . . . . . . .       813.93
      January 1998. . . . . . . . . . . . . . . . . . .       965.18
      January 1999. . . . . . . . . . . . . . . . . . .     1,238.92
</TABLE>


  The amounts shown are based on the investment performance of the Growth &
Income Fund, and its predecessors. All amounts reflect the provisions of the
contracts described in this prospectus, including annuity tables based on the
standard assumed investment rate of 3 1/2% per annum. The amounts shown do not
reflect the deduction for any applicable premium tax. See text preceding these
tables.

                                       48
<PAGE>

                                  SOVEREIGN BOND

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


<TABLE>
<CAPTION>
                                                        Contract Value
                                                        ON DECEMBER 31
      Contract year Commencing                         of the same year
      ------------------------                        ------------------
      <S>                                             <C>
      June 1980 . . . . . . . . . . . . . . . . . .       $10,229.93
      June 1981 . . . . . . . . . . . . . . . . . .        10,496.01
      June 1982 . . . . . . . . . . . . . . . . . .        13,331.26
      June 1983 . . . . . . . . . . . . . . . . . .        13,948.51
      June 1984 . . . . . . . . . . . . . . . . . .        15,749.99
      June 1985 . . . . . . . . . . . . . . . . . .        18,880.47
      June 1986 . . . . . . . . . . . . . . . . . .        21,134.54
      June 1987 . . . . . . . . . . . . . . . . . .        21,393.33
      June 1988 . . . . . . . . . . . . . . . . . .        22,818.87
      June 1989 . . . . . . . . . . . . . . . . . .        25,363.52
      June 1990 . . . . . . . . . . . . . . . . . .        26,898.56
      June 1991 . . . . . . . . . . . . . . . . . .        30,947.25
      June 1992 . . . . . . . . . . . . . . . . . .        32,856.05
      June 1993 . . . . . . . . . . . . . . . . . .        35,891.25
      June 1994 . . . . . . . . . . . . . . . . . .        34,484.11
      June 1995 . . . . . . . . . . . . . . . . . .        40,650.17
      June 1996 . . . . . . . . . . . . . . . . . .        41,731.05
      June 1997 . . . . . . . . . . . . . . . . . .        45,310.84
      June 1998 . . . . . . . . . . . . . . . . . .        48,359.84
</TABLE>


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


<TABLE>
<CAPTION>
                                                           PAYMENT
      Month                                               For Month
      -----                                              -----------
      <S>                                                <C>
      June 1980  . . . . . . . . . . . . . . . . . . .     $100.00
      June 1981  . . . . . . . . . . . . . . . . . . .       96.02
      June 1982  . . . . . . . . . . . . . . . . . . .      104.33
      June 1983  . . . . . . . . . . . . . . . . . . .      124.70
      June 1984  . . . . . . . . . . . . . . . . . . .      119.06
      June 1985  . . . . . . . . . . . . . . . . . . .      142.91
      June 1986  . . . . . . . . . . . . . . . . . . .      161.39
      June 1987  . . . . . . . . . . . . . . . . . . .      161.44
      June 1988  . . . . . . . . . . . . . . . . . . .      166.85
      June 1989  . . . . . . . . . . . . . . . . . . .      175.39
      June 1990  . . . . . . . . . . . . . . . . . . .      179.74
      June 1991  . . . . . . . . . . . . . . . . . . .      192.24
      June 1992  . . . . . . . . . . . . . . . . . . .      205.19
      June 1993  . . . . . . . . . . . . . . . . . . .      219.34
      June 1994  . . . . . . . . . . . . . . . . . . .      212.72
      June 1995  . . . . . . . . . . . . . . . . . . .      224.64
      June 1996  . . . . . . . . . . . . . . . . . . .      228.63
      June 1997  . . . . . . . . . . . . . . . . . . .      235.28
      June 1998. . . . . . . . . . . . . . . . . . . .      249.73
</TABLE>


  The amounts shown are based on the investment performance of the Sovereign
Bond Fund, and its predecessors. All amounts reflect the provisions of the
contracts described in this prospectus, including annuity tables based on the
standard assumed investment rate of 3 1/2% per annum. The amounts shown do not
reflect the deduction for any applicable premium tax. See text preceding these
tables.

                                       49
<PAGE>

                                   MONEY MARKET

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


<TABLE>
<CAPTION>
                                                        Contract Value
                                                        on December 31
      Contract Year Commencing                         of the same year
      ------------------------                        ------------------
      <S>                                             <C>
      May 1982  . . . . . . . . . . . . . . . . . .       $10,454.08
      May 1983  . . . . . . . . . . . . . . . . . .        11,209.15
      May 1984  . . . . . . . . . . . . . . . . . .        12,215.99
      May 1985  . . . . . . . . . . . . . . . . . .        13,028.02
      May 1986  . . . . . . . . . . . . . . . . . .        13,707.73
      May 1987  . . . . . . . . . . . . . . . . . .        14,422.37
      May 1988  . . . . . . . . . . . . . . . . . .        15,314.17
      May 1989  . . . . . . . . . . . . . . . . . .        16,504.28
      May 1990  . . . . . . . . . . . . . . . . . .        17,639.99
      May 1991  . . . . . . . . . . . . . . . . . .        18,435.21
      May 1992  . . . . . . . . . . . . . . . . . .        18,841.95
      May 1993  . . . . . . . . . . . . . . . . . .        19,150.05
      May 1994  . . . . . . . . . . . . . . . . . .        19,657.28
      May 1995  . . . . . . . . . . . . . . . . . .        20,506.13
      May 1996  . . . . . . . . . . . . . . . . . .        21,299.24
      May 1997  . . . . . . . . . . . . . . . . . .        22,149.45
      May 1998. . . . . . . . . . . . . . . . . . .        23,030.24
</TABLE>


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


<TABLE>
<CAPTION>
                                                           Payment
      Month                                               For Month
      -----                                              -----------
      <S>                                                <C>
      May 1982 . . . . . . . . . . . . . . . . . . . .     $100.00
      May 1983 . . . . . . . . . . . . . . . . . . . .      103.34
      May 1984 . . . . . . . . . . . . . . . . . . . .      107.59
      May 1985 . . . . . . . . . . . . . . . . . . . .      112.85
      May 1986 . . . . . . . . . . . . . . . . . . . .      115.94
      May 1987 . . . . . . . . . . . . . . . . . . . .      117.28
      May 1988 . . . . . . . . . . . . . . . . . . . .      119.52
      May 1989 . . . . . . . . . . . . . . . . . . . .      123.57
      May 1990 . . . . . . . . . . . . . . . . . . . .      128.27
      May 1991 . . . . . . . . . . . . . . . . . . . .      131.70
      May 1992 . . . . . . . . . . . . . . . . . . . .      131.78
      May 1993 . . . . . . . . . . . . . . . . . . . .      129.76
      May 1994 . . . . . . . . . . . . . . . . . . . .      127.42
      May 1995 . . . . . . . . . . . . . . . . . . . .      127.48
      May 1996 . . . . . . . . . . . . . . . . . . . .      128.26
      May 1997 . . . . . . . . . . . . . . . . . . . .      128.72
      May 1998 . . . . . . . . . . . . . . . . . . . .      129.41
</TABLE>


  The amounts shown are based on the investment performance of the Money Market
Fund, and its predecessors. All amounts reflect the provisions of the contracts
described in this prospectus, including annuity tables based on the standard
assumed investment rate of 3 1/2% per annum. The amounts shown do not reflect
the deduction for any applicable premium tax. See text preceding these tables.

                                       50
<PAGE>

                                 LARGE CAP GROWTH

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


<TABLE>
<CAPTION>
                                                        Contract Value
                                                        ON DECEMBER 31
      Contract Year Commencing                         of the same year
      ------------------------                        ------------------
      <S>                                             <C>
      November 1987 . . . . . . . . . . . . . . . .       $10,239.60
      November 1988 . . . . . . . . . . . . . . . .        11,531.81
      November 1989 . . . . . . . . . . . . . . . .        15,108.39
      November 1990 . . . . . . . . . . . . . . . .        15,668.24
      November 1991 . . . . . . . . . . . . . . . .        19,383.96
      November 1992 . . . . . . . . . . . . . . . .        21,015.39
      November 1993 . . . . . . . . . . . . . . . .        23,586.33
      November 1994 . . . . . . . . . . . . . . . .        23,031.38
      November 1995 . . . . . . . . . . . . . . . .        29,897.25
      November 1996 . . . . . . . . . . . . . . . .        34,867.83
      November 1997 . . . . . . . . . . . . . . . .        45,026.80
      November 1998 . . . . . . . . . . . . . . . .        61,945.17
</TABLE>


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


<TABLE>
<CAPTION>
                                                          Payment
      Month                                              FOR MONTH
      -----                                             -----------
      <S>                                               <C>
      November 1987 . . . . . . . . . . . . . . . . .     $100.00
      November 1988 . . . . . . . . . . . . . . . . .      109.59
      November 1989 . . . . . . . . . . . . . . . . .      135.20
      November 1990 . . . . . . . . . . . . . . . . .      135.73
      November 1991 . . . . . . . . . . . . . . . . .      164.04
      November 1992 . . . . . . . . . . . . . . . . .      168.91
      November 1993 . . . . . . . . . . . . . . . . .      189.46
      November 1994 . . . . . . . . . . . . . . . . .      182.81
      November 1995 . . . . . . . . . . . . . . . . .      218.63
      November 1996 . . . . . . . . . . . . . . . . .      253.37
      November 1997 . . . . . . . . . . . . . . . . .      310.32
      November 1998 . . . . . . . . . . . . . . . . .      372.93
</TABLE>


  The amounts shown are based on the investment performance of the Large Cap
Growth Fund. All amounts reflect the provisions of the contracts described in
this prospectus, including annuity tables based on the standard assumed
investment rate of 3 1/2% per annum. The amounts shown do not reflect the
deduction for any applicable premium tax. See text preceding the tables.

                                       51
<PAGE>

                                     MANAGED

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


<TABLE>
<CAPTION>
                                                        Contract Value
                                                        ON DECEMBER 31
      Contract Year Commencing                         of the same year
      ------------------------                        ------------------
      <S>                                             <C>
      November 1987 . . . . . . . . . . . . . . . .       $10,226.76
      November 1988 . . . . . . . . . . . . . . . .        11,240.26
      November 1989 . . . . . . . . . . . . . . . .        13,380.15
      November 1990 . . . . . . . . . . . . . . . .        13,629.51
      November 1991 . . . . . . . . . . . . . . . .        16,394.96
      November 1992 . . . . . . . . . . . . . . . .        17,414.83
      November 1993 . . . . . . . . . . . . . . . .        19,167.24
      November 1994 . . . . . . . . . . . . . . . .        18,479.74
      November 1995 . . . . . . . . . . . . . . . .        23,160.13
      November 1996 . . . . . . . . . . . . . . . .        25,285.76
      November 1997 . . . . . . . . . . . . . . . .        29,606.13
      November 1998 . . . . . . . . . . . . . . . .        35,155.66
</TABLE>


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


<TABLE>
<CAPTION>
                                                          PAYMENT
      Month                                              FOR MONTH
      -----                                             -----------
      <S>                                               <C>
      November 1987 . . . . . . . . . . . . . . . . .     $100.00
      November 1988 . . . . . . . . . . . . . . . . .      109.87
      November 1989 . . . . . . . . . . . . . . . . .      121.52
      November 1990 . . . . . . . . . . . . . . . . .      114.66
      November 1991 . . . . . . . . . . . . . . . . .      136.05
      November 1992 . . . . . . . . . . . . . . . . .      142.02
      November 1993 . . . . . . . . . . . . . . . . .      156.17
      November 1994 . . . . . . . . . . . . . . . . .      146.42
      November 1995 . . . . . . . . . . . . . . . . .      168.78
      November 1996 . . . . . . . . . . . . . . . . .      180.91
      November 1997 . . . . . . . . . . . . . . . . .      201.84
      November 1998 . . . . . . . . . . . . . . . . .      202.83
</TABLE>


  The amounts shown are based on the investment performance of the Managed Fund.
All amounts reflect the provisions of the contracts described in this
prospectus, including annuity tables based on the standard assumed investment
rate of 3 1/2% per annum. The amounts shown do not reflect the deduction for any
applicable premium tax. See text preceding the tables.

                                       52
<PAGE>

                               REAL ESTATE EQUITY

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


<TABLE>
<CAPTION>
                                                        Contract Value
                                                        on December 31
      Contract Year Commencing                         OF THE SAME YEAR
      ------------------------                        ------------------
      <S>                                             <C>
      February 1989 . . . . . . . . . . . . . . . .       $10,442.26
      February 1990 . . . . . . . . . . . . . . . .         8,035.55
      February 1991 . . . . . . . . . . . . . . . .        10,579.75
      February 1992 . . . . . . . . . . . . . . . .        12,103.83
      February 1993 . . . . . . . . . . . . . . . .        14,001.34
      February 1994 . . . . . . . . . . . . . . . .        14,202.33
      February 1995 . . . . . . . . . . . . . . . .        15,728.80
      February 1996 . . . . . . . . . . . . . . . .        20,639.15
      February 1997 . . . . . . . . . . . . . . . .        23,856.53
      February 1998 . . . . . . . . . . . . . . . .        19,594.40
</TABLE>


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


<TABLE>
<CAPTION>
                                                         Payment
      Month                                             For Month
      -----                                            -----------
      <S>                                              <C>
      February 1989  . . . . . . . . . . . . . . . .     $100.00
      February 1990  . . . . . . . . . . . . . . . .       95.91
      February 1991  . . . . . . . . . . . . . . . .       85.47
      February 1992  . . . . . . . . . . . . . . . .       99.80
      February 1993  . . . . . . . . . . . . . . . .      115.44
      February 1994  . . . . . . . . . . . . . . . .      118.80
      February 1995  . . . . . . . . . . . . . . . .      112.48
      February 1996  . . . . . . . . . . . . . . . .      124.74
      February 1997  . . . . . . . . . . . . . . . .      158.12
      February 1998  . . . . . . . . . . . . . . . .      170.24
      February 1999. . . . . . . . . . . . . . . . .      135.88
</TABLE>


  The amounts shown are based on the investment performance of the Real Estate
Equity Fund. All amounts reflect the provisions of the contracts described in
this prospectus, including annuity tables based on the standard assumed
investment rate of 3 1/2% per annum. The amounts shown do not reflect the
deduction for any applicable premium tax. See text preceding the tables.

                                       53
<PAGE>

                            INTERNATIONAL EQUITY INDEX

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


<TABLE>
<CAPTION>
                                                       Contract Value
                                                       ON DECEMBER 31
      Contract Year Commencing                        of the same year
      ------------------------                       ------------------
      <S>                                            <C>
      February 1989  . . . . . . . . . . . . . . .       $11,099.72
      February 1990  . . . . . . . . . . . . . . .        10,051.49
      February 1991  . . . . . . . . . . . . . . .        12,229.24
      February 1992  . . . . . . . . . . . . . . .        11,861.11
      February 1993  . . . . . . . . . . . . . . .        15,450.90
      February 1994  . . . . . . . . . . . . . . .        14,305.70
      February 1995  . . . . . . . . . . . . . . .        15,237.67
      February 1996  . . . . . . . . . . . . . . .        16,406.62
      February 1997  . . . . . . . . . . . . . . .        15,366.71
      February 1998. . . . . . . . . . . . . . . .        18,308.15
</TABLE>


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


<TABLE>
<CAPTION>
                                                          Payment
      Month                                              FOR MONTH
      -----                                             -----------
      <S>                                               <C>
      February 1989 . . . . . . . . . . . . . . . . .     $100.00
      February 1990 . . . . . . . . . . . . . . . . .       96.77
      February 1991 . . . . . . . . . . . . . . . . .       89.90
      February 1992 . . . . . . . . . . . . . . . . .      103.84
      February 1993 . . . . . . . . . . . . . . . . .       98.31
      February 1994 . . . . . . . . . . . . . . . . .      123.78
      February 1995 . . . . . . . . . . . . . . . . .      103.66
      February 1996 . . . . . . . . . . . . . . . . .      114.78
      February 1997 . . . . . . . . . . . . . . . . .      115.51
      February 1998 . . . . . . . . . . . . . . . . .      108.73
      February 1999 . . . . . . . . . . . . . . . . .      123.17
</TABLE>


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

                                       54
<PAGE>

              SHORT-TERM BOND (FORMERLY SHORT-TERM U.S. GOVERNMENT)

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


<TABLE>
<CAPTION>
                                                       Contract Value
                                                       ON DECEMBER 31
      Contract Year Commencing                        of the same year
      ------------------------                       ------------------
      <S>                                            <C>
      September 1994 . . . . . . . . . . . . . . .       $ 9,913.05
      September 1995 . . . . . . . . . . . . . . .        10,899.50
      September 1996 . . . . . . . . . . . . . . .        11,135.67
      September 1997 . . . . . . . . . . . . . . .        11,684.94
      September 1998 . . . . . . . . . . . . . . .        12,192.69
</TABLE>


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

<TABLE>
<CAPTION>
                                                          Payment
      Month                                              FOR MONTH
      -----                                             -----------
      <S>                                               <C>
      September 1994. . . . . . . . . . . . . . . . .     $100.00
      September 1995. . . . . . . . . . . . . . . . .      103.15
      September 1996. . . . . . . . . . . . . . . . .      100.48
      September 1997. . . . . . . . . . . . . . . . .      103.72
      September 1998. . . . . . . . . . . . . . . . .      106.28
</TABLE>


  The amounts shown are based on the investment performance of the Short-Term
Bond Fund. All amounts reflect the provisions of the contracts described in this
prospectus, including annuity tables based on the standard assumed investment
rate of 3 1/2% per annum. The amounts shown do not reflect the deduction for any
applicable premium tax. See text preceding the tables.

                                       55
<PAGE>

            SMALL/MID CAP GROWTH (FORMERLY DIVERSIFIED MID CAP GROWTH)

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


<TABLE>
<CAPTION>
                                                       Contract Value
                                                       ON DECEMBER 31
      Contract Year Commencing                        of the same year
      ------------------------                       ------------------
      <S>                                            <C>
      September 1994 . . . . . . . . . . . . . . .       $ 9,911.94
      September 1995 . . . . . . . . . . . . . . .        13,289.37
      September 1996 . . . . . . . . . . . . . . .        17,080.43
      September 1997 . . . . . . . . . . . . . . .        17,434.93
      September 1998 . . . . . . . . . . . . . . .        18,156.83
</TABLE>


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

<TABLE>
<CAPTION>
                                                          Payment
      Month                                              FOR MONTH
      -----                                             -----------
      <S>                                               <C>
      September 1994. . . . . . . . . . . . . . . . .     $100.00
      September 1995. . . . . . . . . . . . . . . . .      124.17
      September 1996. . . . . . . . . . . . . . . . .       99.60
      September 1997. . . . . . . . . . . . . . . . .      105.24
      September 1998. . . . . . . . . . . . . . . . .      105.77
</TABLE>


  The amounts shown are based on the investment performance of the Small/Mid Cap
Growth Fund. All amounts reflect the provisions of the contracts described in
this prospectus, including annuity tables based on the standard assumed
investment rate of 3 1/2% per annum. The amounts shown do not reflect the
deduction for any applicable premium tax. See text preceding the tables.

                                       56
<PAGE>

[LOGO]
                                                                    JOHN HANCOCK
                                                 VARIABLE LIFE INSURANCE COMPANY


                              ANNUITY TRANSFERLINE

                               AUTHORIZATION FORM

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

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


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

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

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

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

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

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

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

                                                Signature(s) of Prospective
                                                     Contract Owner(s)


Date: ______________________________       /s/ ________________________________


Date: ______________________________       /s/ ________________________________

                     Questions call:       1-800-732-5543

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

                              [LOGO] JOHN HANCOCK




         CONTRACTS ISSUED BY JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
                JOHN HANCOCK PLACE, BOSTON, MASSACHUSETTS 02117

S8154VL 5/99
<PAGE>

                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

           DEFERRED COMBINATION FIXED AND VARIABLE ANNUITY CONTRACTS

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                       STATEMENT OF ADDITIONAL INFORMATION

                               __________________

This statement of additional information ("SAI"), dated May 3, 1999 is not a
prospectus. It is intended that this SAI be read in conjunction with the
prospectus of John Hancock Variable Annuity Account I (the "Account") dated May
3, 1999, for the contracts being offered.  Terms used in this SAI that are not
otherwise defined herein have the same meanings given to them in the prospectus,
unless the context requires otherwise.  A copy of the prospectus may be obtained
from the John Hancock Annuity Servicing Office, 529 Main Street (X-4),
Charlestown, Massachusetts 02129, telephone number 1-800-732-5543.

                               TABLE OF CONTENTS

                               _________________

<TABLE>
<CAPTION>
                                                             PAGE OF SAI
                                                             -----------
<S>                                                          <C>
Variations in Charges......................................       2
Distribution...............................................       2
Calculation of Performance Data............................       2
Other Performance Information..............................       4
Calculation of Annuity Payments............................       4
Additional Information About Determining Unit Values ......       6
Purchases and Redemptions of Fund Shares ..................       7
The Account................................................       8
Delay of Certain Payments..................................       8
Liability for Telephone Transfers..........................       8
Voting Privileges..........................................       8
JHVLICO Financial Statements...............................      10
Separate Account Financial Statements......................      23
</TABLE>

Acct I (Ind Pref) 5/99
<PAGE>

                             VARIATIONS IN CHARGES

     In the future, we may allow a reduction in or the elimination of the
withdrawal charge, the charge for mortality and expense risks, the
administrative services charge,or the annual contract fee.  The affected
contracts would involve sales to groups or classes of individuals in a manner
resulting in a reduction in the expenses associated with the sale of such
contracts and the benefits offered, or the costs associated with administering
or maintaining the contracts.

     The entitlement to such a reduction in or elimination of charges and fees
will be determined by John Hancock based upon factors such as the following: (1)
the size of the initial premium payment, (2) the size of the group or class, (3)
the total amount of premium payments expected to be received from the group or
class and the manner in which premium payments are remitted, (4) the nature of
the group or class for which the contracts are being purchased and the
persistency expected from that group or class as well as the mortality risks
associated with that group or class, (5) the purpose for which the contracts are
being purchased and whether that purpose makes it likely that costs and expenses
will be reduced, or (6) the level of commissions paid to selling broker-dealers
or certain financial institutions with respect to contracts within the same
group or class.

     We will make any reduction in charges or fees according to our rules in
effect at the time an application for a contract is approved.  We reserve the
right to change these rules from time to time.  Any variation in charges or fees
will reflect differences in costs and services, will apply uniformly to all
prospective contract purchasers in the group or class, and will not be unfairly
discriminatory to the interests of any owner.

                                  DISTRIBUTION

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

<TABLE>
<CAPTION>
                        YEAR          AMOUNT PAID TO SIGNATOR
                        ----          -----------------------
                        <S>           <C>
                        1998          $32,817,115
                        1997          $25,035,420
</TABLE>

                        CALCULATION OF PERFORMANCE DATA

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

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

                             P x ( 1 + T ) n = ERV

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

                                       2
<PAGE>

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

     On the basis, the following table shows the average total return for each
variable investment option for the periods ended December 31, 1998:

                        AVERAGE ANNUALIZED TOTAL RETURNS
                        --------------------------------

<TABLE>
<CAPTION>
                                                                                       DATE OF
VARIABLE INVESTMENT OPTION*    YEAR TO DATE    1 YEAR**     5 YEAR**   10 YEAR**      INCEPTION***
- ---------------------------    ------------    --------     --------   ---------      ------------
<S>                              <C>           <C>           <C>        <C>           <C>
Managed........................   11.5%         11.5%        12.1%      11.9%         11/09/87
Growth & Income................   21.3%         21.3%        19.8%      16.9%          4/03/72
Equity Index...................   19.8%         19.8%        25.0%        N/A          4/30/96
Large Cap Value................    0.7%          0.7%        15.7%        N/A          4/30/96
Large Cap Growth...............   30.5%         30.5%        20.7%      18.1%         11/24/87
Mid Cap Value..................  -19.8%        -19.8%         8.6%        N/A          4/30/96
Mid Cap Growth.................   30.4%         30.4%        17.6%        N/A          4/30/96
Real Estate Equity.............  -25.3%        -25.3%         6.0%       6.9%          2/01/89
Small/Mid Cap Growth...........   -3.2%         -3.2%        14.0%        N/A          9/23/94
Small/Mid Cap CORE.............   -0.5%           N/A          N/A        N/A         11/30/98
Small Cap Value................  -14.4%        -14.4%         6.7%        N/A          4/30/96
Small Cap Growth...............    5.9%          5.9%         6.7%        N/A          4/30/96
Global Equity..................   -4.5%           N/A          N/A        N/A         11/30/98
International Balanced.........    9.4%          9.4%         6.3%        N/A          4/30/96
International Equity Index.....   11.9%         11.9%         2.4%       6.2%          2/01/89
International Opportunities....    7.3%          7.3%         5.3%        N/A          4/30/96
Emerging Markets Equity........  -14.2%           N/A          N/A        N/A         11/30/98
Short-Term Bond................   -2.7%         -2.7%         3.6%        N/A          9/23/94
Bond Index.....................   -7.4%           N/A          N/A        N/A         11/30/98
Sovereign Bond.................   -0.6%         -0.6%         5.2%       7.6%          6/02/80
Global Bond....................    0.6%          0.6%         5.6%        N/A          4/30/96
High Yield Bond................   -8.5%           N/A          N/A        N/A         11/30/98
Money Market...................   -3.4%         -3.4%         2.7%       4.0%          5/13/82
</TABLE>

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

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

***  of the Fund or its predecessor.

     For the 7-day period ending December 31, 1998, the Money Market option's
current yield was 3.6% and its effective yield was 3.6%.

                                       3
<PAGE>

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

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

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

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

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

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

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

                         OTHER PERFORMANCE INFORMATION

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

     We vote any shares held by the Account that are not attributable to
contracts or for which instructions from owners are not received, in proportion
to the instructions we have received from participants in the Account.

                        CALCULATION OF ANNUITY PAYMENTS

CALCULATION OF ANNUITY UNITS

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

                                       4
<PAGE>

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

     To compute the amount of the first annuity payment that is based on any
variable investment option, we first determine the amount of your contract's
value that we will apply to that variable option.  We do this as of 10 calendar
days prior to the date the initial monthly annuity payment is due, in the manner
described in the prospectus under "The annuity period - choosing fixed or
variable annuity payments."

     For each variable investment option, we THEN divide:

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

                                       by

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

 and multiply the result by

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

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

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

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

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

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

                                     BY

                      the annuity unit value of that
                      variable investment option as of
                      10 calendar days prior to the
                      date the initial payment is due
                    ----------------------------------------

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

                                       5
<PAGE>

in the contract for an assumed investment rate of 3 1/2% is $5.47 per $1000 of
proceeds for the annuity option elected.  The first monthly annuity payment
would be $262.56.

                       (4000.000 x 12.000000 x 5.47)/1,000

     If the value of an annuity unit 10 days before the date of maturity was
$1.4000000, the number of annuity units represented by the first and subsequent
payments would be 187.543 ($262.56/$1.4000000). If the annuity unit value 10
days before the due date of the second monthly payment was $1.405000, the amount
of the second payment would be $263.50 (187.543 x $1.405000).

ANNUITY UNIT VALUES

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

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

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

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

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

MORTALITY TABLES

     The mortality tables used as a basis for both variable and fixed annuity
purchase rates are the 1983a Mortality Tables, with projections of mortality
improvements and with certain age adjustments based on the contract year of
annuitization.  The mortality table used in a Contract purchased in connection
with certain employer-related plans and used in all contracts issued in Montana
will be the Female Annuity Table of the 1983a Mortality Tables.  The impact of
this change will be lower benefits (5% to 15%) from a male's viewpoint than
would otherwise be the case.

              ADDITIONAL INFORMATION ABOUT DETERMINING UNIT VALUES

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

                                       6
<PAGE>

business day, we calculate the value of one accumulation unit of a variable
investment option by multiplying the immediately preceding accumulation unit
value by the sum of one plus the applicable "net investment rate" for the period
subsequent to such preceding value.  See "Net investment rate" below.

NET INVESTMENT RATE

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

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

(2)  for each calendar day in the period, a deduction of 0.004110% (depending on
     the charge for mortality and expense risks) of the value of the variable
     investment option at the beginning of the period, and less

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

ADJUSTMENT OF UNITS AND VALUES

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

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

     Assume at the beginning of the period being considered, the value of a
particular variable investment option was $4,000,000. Investment income during
the period totaled $2000, while capital gains were $3000 and capital losses were
$1000.  Assume also that we are not imposing any tax charge.  Charges against
the beginning value of the variable investment option amount to $164.40 assuming
a one day period.  The $164.40 was computed by multiplying the beginning value
of $4,000,000 by the factor 0.00004110. By substituting in the first formula
above, the net investment rate is equal to $3835.60 ($2000 + $3000 - $1000
- -$164.40) divided by $4,000,000 or 0.0009589

     Assume further that each accumulation unit had a value of $11.250000 on the
previous business day, and the value of an annuity unit on such previous date
was $1.0850000. Based upon the experience of the variable investment option
during the period, the value of an accumulation unit at the end of the period
would be [$11.250000 x (1 + .0009589)] or $11.260788.  The value of an annuity
unit at the end of the period would be [$1.0850000 x (1 + .0009589) x .99990575]
or $1.085938.  The final figure, .99990575, neutralizes the effect of a 3 1/2%
assumed investment rate so that the annuity unit's change in value reflects only
the actual investment experience of the variable investment option.

                    PURCHASES AND REDEMPTIONS OF FUND SHARES

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

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

                                       7
<PAGE>

                                  THE ACCOUNT

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

                           DELAY OF CERTAIN PAYMENTS

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

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

(2)  when trading on that Exchange is restricted;

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

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

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

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

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

                       LIABILITY FOR TELEPHONE TRANSFERS

     If you authorize telephone transfers, you will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone or fax
instructions which we reasonably believe to be genuine, unless such loss,
expense or cost is the result of our mistake or negligence.  We employ
procedures which provide safeguards against unauthorized transactions, and which
are reasonably designed to confirm that instructions received by telephone are
genuine.  These procedures include

 .    requiring personal identification,

 .    tape recording calls, and

 .    providing written confirmation to the owner.

If we do not employ reasonable procedures to confirm that instructions
communicated by telephone are genuine, we may be liable for any loss due to
unauthorized or fraudulent instructions.

                               VOTING PRIVILEGES

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

                                       8
<PAGE>

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

                                   divided by

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

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

 .    the election of the Board of Trustees,

 .    the ratification of the selection of independent auditors,

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

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

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

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

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

     We have designed your voting privileges based upon our understanding of the
requirements of the federal securities laws.  If the applicable laws,
regulations, or interpretations change to eliminate or restrict the need for
such voting privileges, we reserve the right to proceed in accordance with any
such revised requirements.

                                       9
<PAGE>

               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Directors and Policyholders
John Hancock Variable Life Insurance Company

  We have audited the accompanying statutory-basis statements of financial
position of John Hancock Variable Life Insurance Company as of December 31, 1998
and 1997, and the related statutory-basis statements of operations and
unassigned deficit and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

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

  In our opinion, because of the effects of the matter described in the
preceding paragraph, the financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of John Hancock Variable Life Insurance Company at December
31, 1998 and 1997, or the results of its operations or its cash flows for the
years then ended.

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


                                                          ERNST & YOUNG LLP


Boston, Massachusetts
February 19, 1999

                                       10
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION


<TABLE>
<CAPTION>
                                                             December 31
                                                         --------------------
                                                           1998        1997
                                                         --------    --------
                                                             (In millions)
<S>                                                      <C>         <C>
ASSETS
Bonds--Note 6 ........................................   $1,185.8    $1,092.7
Preferred stocks .....................................       36.5        17.2
Common stocks ........................................        3.1         2.3
Investment in affiliates .............................       81.7        79.1
Mortgage loans on real estate--Note 6 ................      388.1       273.9
Real estate ..........................................       41.0        39.9
Policy loans .........................................      137.7       106.8
Cash items:
  Cash in banks ......................................       11.4        83.1
  Temporary cash investments .........................        8.5        60.1
                                                         --------    --------
                                                             19.9       143.2
Premiums due and deferred ............................       32.7        33.8
Investment income due and accrued ....................       29.8        24.7
Other general account assets .........................       47.5        16.8
Assets held in separate accounts .....................    6,595.2     4,691.1
                                                         --------    --------
TOTAL ASSETS .........................................   $8,599.0    $6,521.5
                                                         ========    ========
OBLIGATIONS AND STOCKHOLDER'S EQUITY
OBLIGATIONS
  Policy reserves ....................................   $1,652.0    $1,124.3
  Federal income and other taxes payable--Note 1 .....       44.3        36.1
  Other general account obligations ..................      150.9       481.9
  Transfers from separate accounts, net  .............     (190.3)     (146.8)
  Asset valuation reserve--Note 1 ....................       21.9        18.6
  Obligations related to separate accounts ...........    6,589.4     4,685.7
                                                         --------    --------
TOTAL OBLIGATIONS ....................................    8,268.2     6,199.8
STOCKHOLDER'S EQUITY
  Common Stock, $50 par value; authorized 50,000
    shares; issued and outstanding 50,000 shares .....        2.5         2.5
  Paid-in capital ....................................      377.5       377.5
  Unassigned deficit .................................      (49.2)      (58.3)
                                                         --------    --------
TOTAL STOCKHOLDER'S EQUITY ...........................      330.8       321.7
                                                         --------    --------
TOTAL OBLIGATIONS AND STOCKHOLDER'S EQUITY ...........   $8,599.0    $6,521.5
                                                         ========    ========
</TABLE>

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

                                       11
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF OPERATIONS AND UNASSIGNED DEFICIT

<TABLE>
<CAPTION>
                                                            Year ended December 31
                                                            ----------------------
                                                              1998          1997
                                                            --------      --------
                                                                (In millions)
<S>                                                         <C>           <C>
INCOME
  Premiums ..............................................   $1,272.3      $  872.7
  Net investment income--Note 3 .........................      122.8          89.7
  Other, net ............................................      618.1         449.1
                                                            --------      --------
                                                             2,013.2       1,411.5
BENEFITS AND EXPENSES
  Payments to policyholders and beneficiaries ...........      301.4         264.0
  Additions to reserves to provide for future
    payments to policyholders and beneficiaries .........    1,360.2         826.2
  Expenses of providing service to policyholders
    and obtaining new insurance--Note 5 .................      274.2         233.2
  State and miscellaneous taxes .........................       28.1          19.1
                                                            --------      --------
                                                             1,963.9       1,342.5
                                                            --------      --------
     GAIN FROM OPERATIONS BEFORE FEDERAL INCOME
      TAXES AND NET REALIZED CAPITAL LOSSES .............       49.3          69.0
Federal income taxes--Note 1 ............................       33.1          38.5
                                                            --------      --------
     GAIN FROM OPERATIONS BEFORE NET REALIZED CAPITAL
      LOSSES ............................................       16.2          30.5
Net realized capital losses--Note 4 .....................       (0.6)         (3.0)
                                                            --------      --------
     NET INCOME .........................................       15.6          27.5
Unassigned deficit at beginning of year  ................      (58.3)        (96.9)
Net unrealized capital (losses) gains and other
 adjustments--Note 4 ....................................       (6.0)          5.0
Other reserves and adjustments ..........................       (0.5)          6.1
                                                            --------      --------
UNASSIGNED DEFICIT AT END OF YEAR .......................   $  (49.2)     $  (58.3)
                                                            ========      ========
</TABLE>

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

                                       12
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                              Year ended December 31
                                                              ----------------------
                                                                 1998          1997
                                                               --------      -------
                                                                   (In millions)
<S>                                                            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Insurance premiums .......................................   $1,275.3      $ 877.0
  Net investment income ....................................      118.2         89.9
  Benefits to policyholders and beneficiaries ..............     (275.5)      (245.2)
  Dividends paid to policyholders ..........................      (22.3)       (18.7)
  Insurance expenses and taxes .............................     (296.9)      (267.2)
  Net transfers to separate accounts .......................     (874.4)      (715.2)
  Other, net ...............................................      551.3        408.9
                                                               --------      -------
     NET CASH PROVIDED FROM OPERATIONS .....................      475.7        129.5
                                                               --------      -------
CASH FLOWS USED IN INVESTING ACTIVITIES:
  Bond purchases ...........................................     (618.8)      (621.6)
  Bond sales ...............................................      340.7        197.3
  Bond maturities and scheduled redemptions ................      111.8         34.1
  Bond prepayments .........................................       76.5         51.6
  Stock purchases ..........................................      (23.4)       (15.7)
  Proceeds from stock sales ................................        1.9          6.7
  Real estate purchases ....................................       (4.2)        (1.3)
  Real estate sales ........................................        2.1          0.4
  Other invested assets purchases ..........................        0.0         (1.0)
  Proceeds from the sale of other invested assets ..........        0.0          0.3
  Mortgage loans issued ....................................     (145.5)       (94.5)
  Mortgage loan repayments .................................       33.2         32.4
  Other, net ...............................................     (435.2)       393.1
                                                               --------      -------
     NET CASH USED IN INVESTING ACTIVITIES .................     (660.9)       (18.2)
                                                               --------      -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in short-term note payable ..................       61.9          0.0
                                                               --------      -------
     NET CASH PROVIDED FROM FINANCING ACTIVITIES ...........       61.9          0.0
                                                               --------      -------
(DECREASE) INCREASE IN CASH AND TEMPORARY CASH
 INVESTMENTS ...............................................     (123.3)       111.3
Cash and temporary cash investments at beginning of
 year ......................................................      143.2         31.9
                                                               --------      -------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR .........   $   19.9      $ 143.2
                                                               ========      =======
</TABLE>

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

                                       13
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES

John Hancock Variable Life Insurance Company (the Company) is a wholly-owned
subsidiary of John Hancock Mutual Life Insurance Company (John Hancock). The
Company, domiciled in the Commonwealth of Massachusetts, principally writes
variable and universal life insurance policies. Those policies primarily are
marketed through John Hancock's sales organization, which includes a career
agency system composed of company-owned, unionized branch offices and
independent general agencies. Policies also are sold through various
unaffiliated securities broker-dealers and certain other financial institutions.
Currently, the Company writes business in all states except New York.

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

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

The significant differences from GAAP include: (1) policy acquisition costs are
charged to expense as incurred rather than deferred and amortized over the
related premium-paying period; (2) policy reserves are based on statutory
mortality, morbidity, and interest requirements without consideration of
withdrawals and Company experience; (3) certain assets designated as
"nonadmitted assets" are excluded from the balance sheet by direct charges to
surplus; (4) reinsurance recoverables are netted against reserves and claim
liabilities rather than reflected as an asset; (5) bonds held as available for
sale are recorded at amortized cost or market value as determined by the NAIC
rather than at fair value; (6) an Asset Valuation Reserve and Interest
Maintenance Reserve as prescribed by the NAIC are not calculated under GAAP.
Under GAAP, realized capital gains and losses are reported in the income
statement on a pretax basis as incurred and investment valuation allowances are
provided when there has been a decline in value deemed other than temporary; (7)
investments in affiliates are carried at their net equity value with changes in
value being recorded directly to unassigned deficit 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; and (9)
certain items, including modifications to required policy reserves resulting
from changes in actuarial assumptions, are recorded directly to unassigned
deficit rather than being reflected in income. The effects of the foregoing
variances from GAAP have not been determined but are presumed to be material.

The significant accounting practices of the Company are as follows:

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

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

                                       14
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

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

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 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.

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

  Investment real estate is carried at depreciated cost, less encumbrances.
  Depreciation on investment real estate is recorded on a straight-line basis.
  Accumulated depreciation amounted to $3.0 million in 1998 and $2.1 million in
  1997.

  Real estate acquired in satisfaction of debt and real estate held for sale 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.

Asset Valuation and Interest Maintenance Reserves: The Asset Valuation Reserve
(AVR) is computed in accordance with the prescribed NAIC formula and represents
a provision for possible fluctuations in the value of bonds, equity securities,
mortgage loans, real estate and other invested assets. Changes to the AVR are
charged or credited directly to the unassigned deficit.

The Company also records the NAIC prescribed Interest Maintenance Reserve (IMR)
that represents that portion of the after tax net accumulated unamortized
realized capital gains and losses on sales of fixed income securities,
principally bonds and mortgage loans, attributable to changes in the general
level of interest rates. Such gains and losses are deferred and amortized into
income over the remaining expected lives of the investments sold. At December
31, 1998, the IMR, net of 1998 amortization of $2.4 million, amounted to $10.7
million, which is included in policy reserves. The corresponding 1997 amounts
were $1.2 million and $7.8 million, respectively.

Goodwill: The excess of cost over the statutory book value of the net assets of
life insurance business acquired was $11.4 million and $13.1 million at December
31, 1998 and 1997, respectively, and generally is amortized over a ten-year
period using a straight-line method.

                                       15
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

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

Separate Accounts: Separate account assets and liabilities reported in the
accompanying statements of financial position represent funds that are
separately administered, principally for 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 11.

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

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

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

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

  Fair values for futures contracts are based on quoted market prices. Fair
  values for interest rate swap, cap agreements, and currency swap 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 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 amount in the statement of financial position for policy loans
  approximates their fair value.

  The fair value for outstanding commitments to purchase long-term bonds and
  issue real estate mortgages is estimated using a discounted cash flow method
  incorporating adjustments for the difference in the level of interest rates
  between the dates the commitments were made and December 31, 1998.

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 gain or loss.
Unrealized gains and losses, which consist of market value and book value
adjustments, are shown as adjustments to the unassigned deficit.

                                       16
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

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

Policy Reserves: Life 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 variable life insurance policies are maintained principally on the
modified preliminary term method using the 1958 and 1980 Commissioner's Standard
Ordinary (CSO) mortality tables, with an assumed interest rate of 4% for
policies issued prior to May 1, 1983 and 4 1/2% for policies issued on or
thereafter. Reserves for single premium policies are determined by the net
single premium method using the 1958 CSO mortality table, with an assumed
interest rate of 4%. Reserves for universal life policies issued prior to 1985
are equal to the gross account value which at all times exceeds minimum
statutory requirements. Reserves for universal life policies issued from 1985
through 1988 are maintained at the greater of the Commissioner's Reserve
Valuation Method (CRVM) using the 1958 CSO mortality table, with 4 1/2% interest
or the cash surrender value. Reserves for universal life policies issued after
1988 and for flexible variable policies are maintained using the greater of the
cash surrender value or the CRVM method with the 1980 CSO mortality table and
5 1/2% interest for policies issued from 1988 through 1992; 5% interest for
policies issued in 1993 and 1994; and 4 1/2% interest for policies issued in
1995 through 1998.

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 are
consolidated with John Hancock in filing a consolidated federal income tax
return basis for the affiliated group. The federal income taxes of the Company
are allocated on a separate return basis with certain adjustments. The Company
made payments of $38.2 million in 1998 and $29.6 million in 1997.

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

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

Adjustments to Policy Reserves: 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 stockholder's equity. During 1997, the Company refined
certain actuarial assumptions inherent in the calculation of reserves related to
AIDS claims under individual life insurance policies resulting in a $6.4 million
increase in stockholder's equity at December 31, 1997. No additional refinements
were made during 1998.

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

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

                                       17
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 2--ACQUISITION

On June 23, 1993, the Company acquired all of the outstanding shares of stock of
Colonial Penn Annuity and Life Insurance Company (CPAL) from Colonial Penn Life
Insurance Company for an aggregate purchase price of approximately $42.5
million. At the date of acquisition, assets of CPAL were approximately $648.5
million, consisting principally of cash and temporary cash investments and
liabilities were approximately $635.2 million, consisting principally of
reserves related to a block of interest sensitive single-premium whole life
insurance business assumed by CPAL from Charter National Life Insurance Company
(Charter). The purchase price includes contingent payments of up to
approximately $7.3 million payable between 1994 and 1998 based on the actual
lapse experience of the business in force on June 23, 1993. The Company made
contingent payments to CPAL of $1.5 million during 1998 and 1997.

On June 24, 1993, the Company contributed $24.6 million in additional capital to
CPAL. CPAL was renamed John Hancock Life Insurance Company of America (JHLICOA)
on July 7, 1993. JHLICOA was subsequently renamed Investors Partner Life Company
(IPL) on March 5, 1998. IPL manages the business assumed from Charter and does
not currently issue new business.

NOTE 3--NET INVESTMENT INCOME

Investment income has been reduced by the following amounts:


<TABLE>
<CAPTION>
                                                               1998      1997
                                                               -----     ----
                                                               (In millions)
<S>                                                            <C>       <C>
Investment expenses .......................................    $ 8.3     $5.0
Interest expense ..........................................      2.4      0.7
Depreciation expense ......................................      0.8      1.1
Investment taxes ..........................................      0.7      0.4
                                                               -----     ----
                                                               $12.2     $7.2
                                                               =====     ====
</TABLE>

NOTE 4--NET CAPITAL GAINS (LOSSES) AND OTHER ADJUSTMENTS

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

<TABLE>
<CAPTION>
                                                                1998    1997
                                                               -----    ----
                                                               (In millions)
<S>                                                            <C>      <C>
Net gains from asset sales .................................   $ 7.6    $ 0.8
Capital gains tax ..........................................    (2.9)    (0.7)
Net capital gains transferred to IMR .......................    (5.3)    (3.1)
                                                               -----    -----
  Net Realized Capital Losses ..............................   $(0.6)   $(3.0)
                                                               =====    =====
</TABLE>

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

<TABLE>
<CAPTION>
                                                                1998     1997
                                                               -----     -----
                                                                 (In millions)
<S>                                                            <C>       <C>
Net (losses) gains from changes in security values
 and book value adjustments ................................   $(2.7)    $ 7.0
Increase in asset valuation reserve ........................    (3.3)     (2.0)
                                                               -----     -----
  Net Unrealized Capital (Losses) Gains and Other
    Adjustments ............................................   $(6.0)    $ 5.0
                                                               =====     =====
</TABLE>

                                       18
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 5--TRANSACTIONS WITH PARENT

The Company's Parent provides the Company with personnel, property and
facilities in carrying out certain of its corporate functions. The Parent
annually determines a fee for these services and facilities based on a number of
criteria which were revised in 1998 and 1997 to reflect continuing changes in
the Company's operations. The amount of the service fee charged to the Company
was $157.5 million and $123.6 million in 1998 and 1997, respectively, which has
been included in insurance and investment expenses. The Parent has guaranteed
that, if necessary, it will make additional capital contributions to prevent the
Company's stockholder's equity from declining below $1.0 million.

The service fee charged to the Company by the Parent includes $0.7 million and
$0.9 million in 1998 and 1997, respectively, representing the portion of the
provision for retiree benefit plans determined under the accrual method,
including a provision for the 1993 transition liability which is being amortized
over twenty years, that was allocated to the Company.

The Company has a modified coinsurance agreement with John Hancock to reinsure
50% of 1994 through 1998 issues of flexible premium variable life insurance and
scheduled premium variable life insurance policies. In connection with this
agreement, John Hancock transferred $4.9 million and $22.0 million of cash for
tax, commission, and expense allowances to the Company, which increased the
Company's net gain from operations by $22.2 million and $10.1 million in 1998
and 1997, respectively.

The Company also has a modified coinsurance agreement with John Hancock to
reinsure 50% of 1995 through 1998 issues of certain retail annuity contracts
(Independence Preferred and Declaration). In connection with this agreement, the
Company received a net cash payment of $12.7 million in 1998 and made a net cash
payment of $1.1 million in 1997 for surrender benefits, tax, reserve increase,
commission, expense allowances and premium. This agreement increased the
Company's net gain from operations by $8.4 million and $9.8 million in 1998 and
1997, respectively.

Effective January 1, 1997, the Company entered into a stop-loss agreement with
John Hancock to reinsure mortality claims in excess of 110% of expected
mortality claims in 1998 and 1997 for all policies that are not reinsured under
any other indemnity agreement. In connection with the agreement, John Hancock
received $1.0 million in 1998 and transferred $2.4 million in 1997 of cash for
mortality claims to the Company, which decreased by $0.5 million and increased
by $1.3 million the Company's net gain from operations in 1998 and 1997,
respectively.

At December 31, 1998, the Company had outstanding a short-term note of $61.9
million payable to an affiliate at a variable rate of interest. The note is part
of a revolving line of credit. Interest paid in 1998 was $2.9 million. The note
is included in other general account obligations.

                                       19
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 6--INVESTMENTS

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

<TABLE>
<CAPTION>
                                                                                                Gross      Gross
                                                                                  Statement  Unrealized  Unrealized   Fair
                            December 31, 1998                                       Value       Gains      Losses     Value
                            -----------------                                     --------    --------    --------   --------
                                                                                                 (In millions)
<S>                                                                               <C>         <C>         <C>        <C>
U.S. Treasury securities and obligations of U.S. government
 corporations and agencies ....................................................   $    5.1    $    0.1    $    0.0   $    5.2
Obligations of states and political subdivisions ..............................        3.2         0.3         0.0        3.5
Corporate securities ..........................................................      925.2        50.4        15.0      960.6
Mortgage-backed securities ....................................................      252.3        10.0         0.1      262.2
                                                                                  --------    --------    --------   --------
  Total bonds .................................................................   $1,185.8    $   60.8    $   15.1   $1,231.5
                                                                                  ========    ========    ========   ========

<CAPTION>
                            December 31, 1997
                            -----------------

<S>                                                                               <C>         <C>         <C>        <C>
U.S. Treasury securities and obligations of U.S. government
 corporations and agencies ....................................................   $  254.5    $    0.2    $    0.1   $  254.6
Obligations of states and political subdivisions ..............................       12.1         1.0         0.0       13.1
Debt securities issued by foreign governments .................................        0.2         0.0         0.0        0.2
Corporate securities ..........................................................      712.7        43.9         2.7      753.9
Mortgage-backed securities ....................................................      113.2         3.5         0.0      116.7
                                                                                  --------    --------    --------   --------
  Total bonds .................................................................   $  254.5    $   48.6    $    2.8   $1,138.5
                                                                                  ========    ========    ========   ========
</TABLE>

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

<TABLE>
<CAPTION>
                                                          Statement     Fair
                                                            Value      Value
                                                          ---------  ----------
                                                             (In millions)
<S>                                                       <C>        <C>
Due in one year or less ...............................   $   57.3    $   59.1
Due after one year through five years .................      283.4       294.1
Due after five years through ten years ................      374.9       388.7
Due after ten years ...................................      217.9       227.4
                                                          --------    --------
                                                             933.5       969.3
Mortgage-backed securities ............................      252.3       262.2
                                                          --------    --------
                                                          $1,185.8    $1,231.5
                                                          ========    ========
</TABLE>

Gross gains of $3.4 million in 1998 and $1.1 million in 1997 and gross losses of
$0.7 million in 1998 and $4.5 million in 1997 were realized from the sale of
bonds.

At December 31, 1998, bonds with an admitted asset value of $8.6 million were on
deposit with state insurance departments to satisfy regulatory requirements.

The cost of common stocks was $2.1 million and $0.0 million at December 31, 1998
and 1997, respectively. At December 31, 1998, gross unrealized appreciation on
common stocks totaled $1.3 million, and gross unrealized depreciation totaled
$0.3 million. The fair value of preferred stock totaled $36.5 million at
December 31, 1998 and $17.2 million at December 31, 1997.

                                       20
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 6--INVESTMENTS--CONTINUED

Bonds with amortized cost of $0.9 million were non-income producing for the
twelve months ended December 31, 1998.

At December 31, 1998, the mortgage loan portfolio was diversified by geographic
region and specific collateral property type as displayed below. The Company
controls credit risk through credit approvals, limits and monitoring procedures.

<TABLE>
<CAPTION>
                          Statement                    Geographic           Statement
    Property Type           Value                    Concentration            Value
    -------------         ---------                  -------------          ---------
                        (In millions)                                     (In millions)
<S>                     <C>                      <C>                         <C>
Apartments ..........      $106.4                East North Central ..       $ 56.4
Hotels ..............         9.6                East South Central ..          0.9
Industrial ..........        71.9                Middle Atlantic .....         26.2
Office buildings ....        78.2                Mountain ............         27.5
Retail ..............        29.6                New England .........         36.9
Agricultural ........        71.5                Pacific .............         96.4
Other ...............        20.9                South Atlantic ......         83.8
                                                 West North Central ..         13.1
                                                 West South Central ..         43.3
                                                 Other ...............          3.6
                           ------                                            ------
                           $388.1                                            $388.1
                           ======                                            ======
</TABLE>

At December 31, 1998, the fair values of the commercial and agricultural
mortgage loans portfolios were $331.3 million and $70.0 million, respectively.
The corresponding amounts as of December 31, 1997 were approximately $243.8
million and $42.0 million, respectively.

The maximum and minimum lending rates for mortgage loans during 1998 were 9.19%
and 6.82% for agricultural loans and 8.88% and 6.56% for other properties.
Generally, the maximum 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

The Company cedes business to reinsurers to share risks under variable life,
universal life and flexible variable life insurance policies for the purpose of
reducing exposure to large losses. Premiums, benefits and reserves ceded to
reinsurers in 1998 were $590.2 million, $21.5 million, and $8.2 million,
respectively. The corresponding amounts in 1997 were $427.4 million, $18.3
million, and $10.1 million, respectively.

                                       21
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 7--REINSURANCE--CONTINUED

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 reinsurer.

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

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

NOTE 8--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

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

<TABLE>
<CAPTION>
                                                                                   Assets (Liabilities)
                                                  Number of Contracts/  -------------------------------------------
                                                    Notional Amounts           1998                     1997
                                                   -----------------    -------------------     -------------------
                                                                        Carrying     Fair       Carrying     Fair
                                                     1998      1997       Value      Value        Value      Value
                                                   -------   -------    --------    -------     --------    -------
                                                                            ($ In millions)
<S>                                                <C>       <C>         <C>        <C>          <C>        <C>
Futures contracts to sell securities ...........       947       367     $  (0.5)   $  (0.5)     $  (0.4)   $  (0.4)
Interest rate swap agreements ..................   $ 365.0   $ 245.0          --      (17.7)          --       (7.8)
Interest rate cap agreements ...................      89.4      89.4         3.1        3.1          1.4        1.4
Currency rate swap agreements ..................      15.8      14.3          --       (3.3)          --       (2.1)
</TABLE>

The Company uses futures contracts, interest rate swap, cap agreements, 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 futures contracts expire in 1999. The interest rate swap agreements expire
in 1999 to 2009. The interest rate cap agreements expire in 2006 to 2007. The
currency rate swap agreements expire in 2006 to 2009.

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

                                       22
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 9--POLICY RESERVES, POLICYHOLDERS' AND BENEFICIARIES' FUNDS AND OBLIGATIONS
        RELATED TO SEPARATE ACCOUNTS

The Company's annuity reserves and deposit fund liabilities that are subject to
discretionary withdrawal, with and without adjustment, are summarized as
follows:

<TABLE>
<CAPTION>
                                                                               December 31, 1998     Percent
                                                                               -----------------     --------
                                                                                 (In millions)
<S>                                                                            <C>                   <C>
Subject to discretionary withdrawal (with adjustment)
  With market value adjustment ..................................................   $    0.9              0.1%
  At book value less surrender charge ...........................................    1,677.9             88.8
                                                                                    --------         --------
     Total with adjustment ......................................................    1,678.8             88.9
Subject to discretionary withdrawal at book value (without adjustment) ..........      203.6             10.8
Not subject to discretionary withdrawal--general account ........................        6.5              0.3
                                                                                    --------         --------
     Total annuity reserves and deposit liabilities .............................   $1,888.9            100.0%
                                                                                    ========         ========
</TABLE>

NOTE 10--COMMITMENTS AND CONTINGENCIES

The Company has extended commitments to purchase long-term bonds and issue real
estate mortgages totaling $5.9 million and $24.8 million, respectively, at
December 31, 1998. The Company monitors the creditworthiness of borrowers under
long-term bond commitments and requires collateral as deemed necessary. If
funded, loans related to real estate mortgages would be fully collateralized by
the related properties. The estimated fair value of the commitments described
above is $32.1 million at December 31, 1998. The majority of these commitments
expire in 1999.

In the normal course of its business operations, the Company is involved with
litigation from time to time with claimants, beneficiaries and others, and a
number of litigation matters were pending as of December 31, 1998. It is the
opinion of management, after consultation with counsel, that the ultimate
liability with respect to these claims, if any, will not materially affect the
financial position or results of operations of the Company.

                                       23
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 11--FAIR VALUE OF FINANCIAL INSTRUMENTS

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

<TABLE>
<CAPTION>
                                           Year Ended December 31
                               ------------------------------------------------
                                         1998                    1997
                               -----------------------   ----------------------
                                 Carrying      Fair       Carrying     Fair
                                  Amount       Value       Amount      Value
                               -----------  -----------  ---------  -----------
                                               (In millions)
<S>                            <C>          <C>          <C>        <C>
Assets
  Bonds--Note 6 ..............  $1,185.8     $1,231.5    $1,092.7    $1,138.5
  Preferred stocks--Note 6 ...      36.5         36.5        17.2        17.2
  Common stocks--Note 6 ......       3.1          3.1         2.3         2.3
  Mortgage loans on real
    estate--Note 6 ...........     388.1        401.3       273.9       285.8
  Policy loans--Note 1 .......     137.7        137.7       106.8       106.8
  Cash and cash
    equivalents--Note 1 ......      19.9         19.9       143.2       143.2
Derivatives assets
 (liabilities) relating
 to:--Note 8
  Futures contracts ..........      (0.5)        (0.5)       (0.4)       (0.4)
  Interest rate swaps ........        --        (17.7)         --        (7.8)
  Currency rate swaps ........        --         (3.3)         --        (2.1)
  Interest rate caps .........       3.1          3.1         1.4         1.4
Liabilities
  Commitments--Note 10 .......        --         32.1          --       194.5
</TABLE>

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

NOTE 12--IMPACT OF YEAR 2000 (UNAUDITED)

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

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

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

                                       24
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 12--IMPACT OF YEAR 2000 (UNAUDITED)--CONTINUED

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

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

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

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

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

                                       25
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 12--IMPACT OF YEAR 2000 (UNAUDITED)--CONTINUED

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

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

                                       26
<PAGE>

               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Contractowners
John Hancock Variable Annuity Account I
  of John Hancock Variable Life Insurance Company

  We have audited the accompanying statement of assets and liabilities of John
Hancock Variable Annuity Account I (the Account) (comprising, respectively, the
Large Cap Growth, Sovereign Bond, Emerging Markets Equity, International Equity
Index (formerly, International Equities), Global Equity, Small Cap Growth,
International Balanced, Mid Cap Growth, Large Cap Value, Money Market, Mid Cap
Value, Diversified Mid Cap Growth (formerly, Special Opportunities), Bond Index,
Small/Mid Cap CORE, Real Estate Equity, Growth & Income, Managed, Short-Term
Bond (formerly, Short-Term U.S. Government), Small Cap Value, International
Opportunities, Equity Index, High Yield Bond, and Strategic Bond Subaccounts) as
of December 31, 1998, and the related statements of operations for the year then
ended, and statements of changes in net assets for each of the periods indicated
therein. These financial statements are the responsibility of the Account's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

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


                                                               ERNST & YOUNG LLP


Boston, Massachusetts
February 10, 1999

                                       27
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                      STATEMENT OF ASSETS AND LIABILITIES

                               DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                             EMERGING
                                                  LARGE       SOVEREIGN       MARKETS     INTERNATIONAL     GLOBAL        SMALL CAP
                                                CAP GROWTH       BOND         EQUITY      EQUITY INDEX      EQUITY         GROWTH
                                                SUBACCOUNT    SUBACCOUNT    SUBACCOUNT     SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
                                               ------------  ------------  -------------   -----------   -------------   -----------

<S>                                            <C>           <C>           <C>             <C>           <C>             <C>
ASSETS
Investment in shares of portfolios of John
 Hancock Variable Series Trust I, at value ..  $182,907,548  $119,873,269  $       2,316   $21,852,953   $     175,224   $28,534,427

Receivable from John Hancock Variable
 Series Trust I .............................       204,147        76,176             --        31,320               7        10,149

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

Total assets ................................   183,111,695   119,949,445          2,316    21,884,273         175,231    28,544,576


LIABILITIES
Payable to John Hancock Variable Life
 Insurance Company ..........................       196,742        71,318             --        30,435                         9,019

Assets charges payable ......................         7,405         4,859             --           885               7         1,131
                                               ------------  ------------  -------------   -----------   -------------   -----------

Total liabilities ...........................       204,147        76,177             --        31,320               7        10,150

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

Net assets ..................................  $182,907,548  $119,873,268  $       2,316   $21,852,953   $     175,224   $28,534,426

                                               ============  ============  =============   ===========   =============   ===========

</TABLE>

<TABLE>
<CAPTION>
                                                                                                                      DIVERSIFIED
                                                  INTERNATIONAL    MID CAP     LARGE CAP      MONEY       MID CAP       MID CAP
                                                    BALANCED       GROWTH        VALUE       MARKET        VALUE        GROWTH
                                                   SUBACCOUNT    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT    SUBACCOUNT
                                                  -------------  -----------  -----------  -----------  -----------   -----------
<S>                                               <C>            <C>          <C>          <C>          <C>           <C>
ASSETS
Investment in shares of portfolios of John
 Hancock Variable Series Trust I, at value ....    $8,076,543    $42,447,554  $59,217,888  $80,100,181  $33,912,965   $62,286,493
Receivable from John Hancock Variable Series
 Trust I ......................................        15,289         26,382       34,867    1,458,519       28,255        21,725
                                                  -------------  -----------  -----------  -----------  -----------   -----------
Total assets ..................................     8,091,832     42,473,936   59,252,755   81,558,700   33,941,220    62,308,218

LIABILITIES
Payable to John Hancock Variable Life
 Insurance Company ............................        14,961         24,727       32,472    1,455,359       26,906        19,241
Assets charges payable ........................           327          1,655        2,394        3,160        1,349         2,483
                                                   ----------    -----------  -----------  -----------  -----------   -----------
Total liabilities .............................        15,288         26,382       34,866    1,458,519       28,255        21,724
                                                   ----------    -----------  -----------  -----------  -----------   -----------
Net assets ....................................    $8,076,544    $42,447,554  $59,217,889  $80,100,181  $33,912,965   $62,286,494
                                                   ==========    ===========  ===========  ===========  ===========   ===========
</TABLE>

See accompanying notes.

                                       28
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                    BOND     SMALL/MID   REAL ESTATE   GROWTH AND                  SHORT-TERM
                                   INDEX      CAP CORE     EQUITY        INCOME       MANAGED         BOND
                                 SUBACCOUNT  SUBACCOUNT  SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
                                 ----------  ----------  -----------  ------------  ------------  -------------
<S>                              <C>         <C>         <C>          <C>           <C>           <C>
ASSETS
Investment in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value .......................    $55,800     $65,851    $20,280,578  $477,723,436  $503,203,867   $28,989,913
Receivable from John
 Hancock Variable
 Series Trust I ..............          2           2          3,087       265,848       317,216        27,182
                                  -------     -------    -----------  ------------  ------------   -----------
Total assets .................     55,802      65,853     20,283,665   477,989,284   503,521,083    29,017,095

LIABILITIES
Payable to John
 Hancock Variable Life
 Insurance Company ...........         --          --          2,267       246,398       296,735        26,006
Assets charges payable .......          2           2            819        19,450        20,481         1,176
                                  -------     -------    -----------  ------------  ------------   -----------
Total liabilities ............          2           2          3,086       265,848       317,216        27,182
                                  -------     -------    -----------  ------------  ------------   -----------
Net assets ...................    $55,800     $65,851    $20,280,579  $477,723,436  $503,203,867   $28,989,913
                                  =======     =======    ===========  ============  ============   ===========
</TABLE>

<TABLE>
<CAPTION>
                                 SMALL CAP   INTERNATIONAL    EQUITY     HIGH-YIELD    STRATEGIC
                                   VALUE     OPPORTUNITIES     INDEX        BOND         BOND
                                SUBACCOUNT    SUBACCOUNT    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
                                -----------  -------------  -----------  ----------  -------------
<S>                             <C>          <C>            <C>          <C>         <C>
ASSETS
Investment in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value ......................   $23,710,684   $12,490,401   $82,770,312   $277,340    $38,326,070
Receivable from John
 Hancock Variable
 Series Trust I .............        21,937        10,043       110,361      5,005         39,942
                                -----------   -----------   -----------   --------    -----------
Total assets ................    23,732,621    12,500,444    82,880,673    282,345     38,366,012

LIABILITIES
Payable to John
 Hancock Variable Life
 Insurance
 Company ....................        20,996         9,536       107,003      4,994         38,397
Assets charges payable ......           940           507         3,358         11          1,545
                                -----------   -----------   -----------   --------    -----------
Total liabilities ...........        21,936        10,043       110,361      5,005         39,942
                                -----------   -----------   -----------   --------    -----------
Net assets ..................   $23,710,685   $12,490,401   $82,770,312   $277,340    $38,326,070
                                ===========   ===========   ===========   ========    ===========
</TABLE>

See accompanying notes.

                                       29
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                            STATEMENT OF OPERATIONS

                          YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                            EMERGING
                                                LARGE CAP    SOVEREIGN       MARKETS      INTERNATIONAL     GLOBAL          SMALL
                                                 GROWTH        BOND           EQUITY      EQUITY INDEX      EQUITY       CAP GROWTH
                                               SUBACCOUNT   SUBACCOUNT     SUBACCOUNT*     SUBACCOUNT     SUBACCOUNT*    SUBACCOUNT
                                               -----------  -----------   --------------   ----------    -------------   ----------
<S>                                            <C>          <C>           <C>              <C>           <C>             <C>
Investment income:
 Distributions received from the portfolios
  of John Hancock Variable Series Trust I ...  $17,754,123  $ 7,843,366   $            2   $3,340,103    $         183   $       --
Expenses:
 Mortality and expense risks ................    1,957,623    1,339,727                1      279,086              116      318,286
                                               -----------  -----------   --------------   ----------    -------------   ----------
Net investment income (loss) ................   15,796,500    6,503,639                1    3,061,017               67     (318,286)

Net realized and unrealized gain (loss) on
 investments:
 Net realized gain ..........................      596,880       19,842               --       46,800                2      140,102
 Net unrealized appreciation (depreciation)
  during the year ...........................   26,342,906     (885,688)              52       53,878            5,970    3,283,665
                                               -----------  -----------   --------------   ----------    -------------   ----------
Net realized and unrealized gain (loss) on
 investments ................................   26,939,786     (865,846)              52      100,678            5,972    3,423,767
                                               -----------  -----------   --------------   ----------    -------------   ----------
Net increase in net assets resulting from
 operations .................................  $42,736,286  $ 5,637,793   $           53   $3,161,695    $       6,039   $3,105,481
                                               ===========  ===========   ==============   ==========    =============   ==========
</TABLE>

<TABLE>
<CAPTION>
                                                  INTERNATIONAL    MID CAP      LARGE       MONEY       MID CAP      DIVERSIFIED MID
                                                    BALANCED       GROWTH     CAP VALUE     MARKET       VALUE         CAP GROWTH
                                                   SUBACCOUNT    SUBACCOUNT   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT       SUBACCOUNT
                                                  -------------  -----------  ----------  ----------  ------------  ----------------

<S>                                               <C>            <C>          <C>         <C>         <C>           <C>
Investment income:
 Distributions received from the portfolios of
  John Hancock Variable Series Trust I .........   $  511,835    $ 3,757,540  $3,049,382  $3,114,820  $   290,965      $1,182,556
Expenses:
 Mortality and expense risks ...................       98,795        404,450     708,823     873,234      464,827         939,491
                                                   ----------    -----------  ----------  ----------  -----------      ----------
Net investment income (loss) ...................      413,040      3,353,090   2,340,559   2,241,586     (173,862)        243,065
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain .............................       53,934        267,464     479,238          --      287,952         539,743
 Net unrealized appreciation (depreciation)
  during the year ..............................      534,703      6,598,290     548,590          --   (5,262,197)      1,329,837
                                                   ----------    -----------  ----------  ----------  -----------      ----------
Net realized and unrealized gain (loss) on
 investments ...................................      588,637      6,865,754   1,027,828          --   (4,974,245)      1,869,580
                                                   ----------    -----------  ----------  ----------  -----------      ----------
Net increase (decrease) in net assets
 resulting from operations .....................   $1,001,677    $10,218,844  $3,368,387  $2,241,586  $(5,148,107)     $2,112,645
                                                   ==========    ===========  ==========  ==========  ===========      ==========
</TABLE>

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

See accompanying notes.

                                       30
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                      STATEMENT OF OPERATIONS (CONTINUED)

                          YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                  BOND       SMALL/MID   REAL ESTATE    GROWTH &                  SHORT-TERM
                                  INDEX      CAP CORE       EQUITY       INCOME       MANAGED        BOND
                               SUBACCOUNT*  SUBACCOUNT*   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT    SUBACCOUNT
                               -----------  -----------  ------------  -----------  -----------  -------------
<S>                            <C>          <C>          <C>           <C>          <C>          <C>
Investment income:
 Distributions
  received from the
  portfolios of John
  Hancock Variable
  Series Trust I .............   $ 821        $   --     $ 1,426,346   $46,369,017  $46,150,491   $1,443,364
Expenses:
 Mortality and expense
  risks ......................      27            30         357,645     5,521,732    6,074,138      350,189
                                 -----        ------     -----------   -----------  -----------   ----------
Net investment income
 (loss) ......................     794           (30)      1,068,701    40,847,285   40,076,353    1,093,175
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain
  (loss) .....................      --            --         452,751     2,147,226      520,784       (2,851)
 Net unrealized
  appreciation
  (depreciation)
  during the year ............    (594)        4,111      (6,429,350)   49,182,595   28,631,287     (149,541)
                                 -----        ------     -----------   -----------  -----------   ----------
Net realized and
 unrealized gain
 (loss) on investments .......    (594)        4,111      (5,976,599)   51,329,820   29,152,071     (152,392)
                                 -----        ------     -----------   -----------  -----------   ----------
Net increase
 (decrease) in net
 assets resulting from
 operations ..................   $ 200        $4,081     $(4,907,898)  $92,177,100  $69,228,424   $  940,783
                                 =====        ======     ===========   ===========  ===========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                 SMALL CAP    INTERNATIONAL    EQUITY     STRATEGIC    HIGH-YIELD
                                   VALUE      OPPORTUNITIES     INDEX        BOND         BOND
                                SUBACCOUNT     SUBACCOUNT    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT*
                                ------------  -------------  -----------  ----------  ------------
<S>                             <C>           <C>            <C>          <C>         <C>
Investment income:
 Distributions
  received from the
  portfolios of John
  Hancock
  Variable Series
  Trust I ...................   $   128,297    $  100,807    $ 2,203,164  $1,618,543    $ 1,870
Expenses:
 Mortality and expense
  risks .....................       301,602       167,161        869,509     398,482        227
                                -----------    ----------    -----------  ----------    -------
Net investment income
 (loss) .....................      (173,305)      (66,354)     1,333,655   1,220,061      1,643
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain ..........       118,285       309,499        863,280      67,380         --
 Net unrealized
  appreciation
  (depreciation)
  during the year ...........    (1,752,884)    1,065,442     11,492,991     680,647     (2,081)
                                -----------    ----------    -----------  ----------    -------
Net realized and
 unrealized gain
 (loss) on investments ......    (1,634,599)    1,374,941     12,356,271     748,027     (2,081)
                                -----------    ----------    -----------  ----------    -------
Net increase in net
 assets resulting from
 operations .................   $(1,807,904)   $1,308,587    $13,689,926  $1,968,088    $  (438)
                                ===========    ==========    ===========  ==========    =======
</TABLE>

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

See accompanying notes.

                                       31
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                      STATEMENTS OF CHANGES IN NET ASSETS

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                                              EMERGING
                                         LARGE CAP                                             MARKETS
                                           GROWTH                   SOVEREIGN BOND             EQUITY
                                         SUBACCOUNT                   SUBACCOUNT             SUBACCOUNT
                                 --------------------------   --------------------------    -------------
                                     1998          1997           1998          1997            1998*
                                 ------------   -----------   ------------   -----------    -------------
<S>                              <C>            <C>           <C>            <C>            <C>
Increase (decrease) in
 net assets:
 From operations:
  Net investment
   income ....................   $ 15,796,500   $ 7,137,066   $  6,503,639   $ 3,113,329    $           1
  Net realized gain
   (loss) ....................        596,880       786,514         19,842        (3,859)              --
  Net unrealized
   appreciation
   (depreciation)
   during the period .........     26,342,906     7,796,536       (885,688)      855,328               52
                                 ------------   -----------   ------------   -----------    -------------
Net increase in net
 assets resulting from
 operations ..................     42,736,286    15,720,116      5,637,793     3,964,798               53
From contractowner
 transactions:
 Net premiums from
  contractowners..............     61,255,494    41,496,489     60,608,173    34,628,042            2,263
 Net benefits to
  contractowners..............    (12,883,332)   (8,939,960)   (10,974,922)   (6,879,517)              --
                                 ------------   -----------   ------------   -----------    -------------
Net increase in net
 assets from
 contractowner
 transactions ................     48,573,825    32,556,529     49,633,251    27,748,525            2,263
                                 ------------   -----------   ------------   -----------    -------------
Net increase in net
 assets ......................     91,310,111    48,276,645     55,271,044    31,713,323            2,316
Net assets at
 beginning of period .........     91,597,437    43,320,792     64,602,224    32,888,901                0
                                 ------------   -----------   ------------   -----------    -------------
Net assets at end of
 period ......................   $182,907,548   $91,597,437   $119,873,268   $64,602,224    $       2,316
                                 ============   ===========   ============   ===========    =============
</TABLE>

<TABLE>
<CAPTION>
                                       INTERNATIONAL           GLOBAL            SMALL CAP
                                       EQUITY INDEX            EQUITY             GROWTH
                                        SUBACCOUNT           SUBACCOUNT         SUBACCOUNT
                                 -------------------------   ----------  --------------------------
                                    1998          1997         1998*        1998           1997
                                 -----------   -----------   ----------  -----------    -----------
<S>                              <C>           <C>           <C>         <C>            <C>
Increase (decrease) in
 net assets:
 From operations:
  Net investment
   income (loss) .............   $ 3,061,017   $   544,154   $     67    $  (318,286)   $  (170,394)
  Net realized gain
   (loss) ....................        46,800       288,859          2        140,102           (215)
  Net unrealized
   appreciation
   (depreciation)
   during the period .........        53,878    (1,921,926)     5,970      3,283,665      1,522,136
                                 -----------   -----------   --------    -----------    -----------
Net increase
 (decrease) in net
 assets resulting from
 operations ..................     3,161,695    (1,088,913)     6,039      3,105,481      1,351,527
From contractowner
 transactions:
 Net premiums from
  contractowners .............     5,810,313     9,017,873    151,858     10,489,045     11,681,427
 Net benefits to
  contractowners .............    (2,686,378)   (3,672,073)   (17,327)    (2,750,799)    (1,694,340)
                                 -----------   -----------   --------    -----------    -----------
Net increase in net
 assets from
 contractowner
 transactions ................     3,123,935     5,345,800    169,185      7,738,246      9,987,087
                                 -----------   -----------   --------    -----------    -----------
Net increase in net
 assets ......................     6,285,630     4,256,887    175,224     10,843,727     11,338,614
Net assets at
 beginning of period .........    15,567,323    11,310,436          0     17,690,699      6,352,085
                                 -----------   -----------   --------    -----------    -----------
Net assets at end of
 period ......................   $21,852,953   $15,567,323   $175,224    $28,534,426    $17,690,699
                                 ===========   ===========   ========    ===========    ===========
</TABLE>



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

See accompanying notes.

                                       32
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                   INTERNATIONAL                   MID CAP                    LARGE CAP
                                                      BALANCED                     GROWTH                       VALUE
                                                     SUBACCOUNT                  SUBACCOUNT                   SUBACCOUNT
                                             --------------------------   -------------------------   ---------------------------
                                                1998           1997          1998          1997          1998            1997
                                             -----------   ------------   -----------   -----------   -----------    ------------
<S>                                          <C>           <C>            <C>           <C>           <C>            <C>
Increase in net assets:
 From operations:
  Net investment income (loss) ...........   $   413,040   $    181,845   $ 3,353,090   $  (174,873)  $ 2,340,559    $  1,058,702
  Net realized gain ......................        53,934         32,991       267,464        13,737       479,238         101,006
  Net unrealized appreciation
   (depreciation) during the period ......       534,703       (243,991)    6,598,290     2,369,233       548,590       3,430,516
                                             -----------   ------------   -----------   -----------   -----------    ------------
Net increase (decrease) in net assets
 resulting from operations ...............     1,001,677        (29,155)   10,218,844     2,208,097     3,368,387       4,590,224
From contractowner transactions:
 Net premiums from contractowners ........     2,759,717      3,568,364    17,121,728    10,855,031    28,069,792      24,102,289
 Net benefits to contractowners ..........      (998,537)      (680,956)   (2,925,999)   (1,545,917)   (6,737,672)     (2,091,393)
                                             -----------   ------------   -----------   -----------   -----------    ------------
Net increase in net assets from
 contractowner transactions ..............     1,761,180      2,887,408    14,195,730     9,309,114    21,332,120      22,010,896
                                             -----------   ------------   -----------   -----------   -----------    ------------
Net increase in net assets ...............     2,762,857      2,858,253    24,414,574    11,517,211    24,700,507      26,601,120
Net assets at beginning of period ........     5,313,687      2,455,434    18,032,980     6,515,769    34,517,382       7,916,262
                                             -----------   ------------   -----------   -----------   -----------    ------------
Net assets at end of period ..............   $ 8,076,544   $  5,313,687   $42,447,554   $18,032,980   $59,217,889    $ 34,517,382
                                             ===========   ============   ===========   ===========   ===========    ============
</TABLE>

<TABLE>
<CAPTION>
                                                      MONEY                       MID CAP                    DIVERSIFIED
                                                     MARKET                        VALUE                   MID CAP GROWTH
                                                   SUBACCOUNT                   SUBACCOUNT                   SUBACCOUNT
                                           ---------------------------   -------------------------   ----------------------------
                                               1998           1997          1998          1997           1998            1997
                                           ------------   ------------   -----------   -----------   ------------    ------------
<S>                                        <C>            <C>            <C>           <C>           <C>             <C>
Increase in net assets:
 From operations:
  Net investment income (loss) .........   $  2,241,586   $  1,680,525   $  (173,862)  $ 1,484,019   $    243,065    $  5,650,847
  Net realized gain ....................             --             --       287,952        82,355        539,743       2,044,899
  Net unrealized appreciation
   (depreciation) during the period ....             --             --    (5,262,197)      569,438      1,329,837      (5,571,228)
                                           ------------   ------------   -----------   -----------   ------------    ------------
Net increase (decrease) in net assets
 resulting from operations .............      2,241,586      1,680,525    (5,148,107)    2,135,812      2,112,645       2,124,518
From contractowner transactions:
 Net premiums from contractowners ......     98,467,103     73,848,718    22,741,984    18,163,224      6,796,196      26,936,004
 Net benefits to contractowners ........    (71,851,211)   (58,501,671)   (6,056,909)     (957,896)   (12,759,797)    (16,471,841)
                                           ------------   ------------   -----------   -----------   ------------    ------------
Net increase (decrease) in net assets
 from contractowner transactions .......     26,615,892     15,347,047    16,685,075    17,205,328     (5,963,601)     10,464,163
                                           ------------   ------------   -----------   -----------   ------------    ------------
Net increase (decrease) in net assets ..     28,857,478     17,027,572    11,536,968    19,341,140     (3,850,956)     12,588,681
Net assets at beginning of period ......     51,242,703     34,215,131    22,375,997     3,034,857     66,137,450      53,548,769
                                           ------------   ------------   -----------   -----------   ------------    ------------
Net assets at end of period ............   $ 80,100,181   $ 51,242,703   $33,912,965   $22,375,997   $ 62,286,494    $ 66,137,450
                                           ============   ============   ===========   ===========   ============    ============
</TABLE>

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

See accompanying notes.

                                       33
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                              SMALL/
                                                             MID CAP              REAL ESTATE                   GROWTH &
                                           BOND INDEX          CORE                 EQUITY                       INCOME
                                           SUBACCOUNT       SUBACCOUNT            SUBACCOUNT                   SUBACCOUNT
                                         --------------   --------------   -------------------------   ----------------------------
                                             1998*            1998*           1998          1997           1998            1997
                                         --------------   --------------   -----------   -----------   ------------    ------------
<S>                                      <C>              <C>              <C>           <C>           <C>             <C>
Increase (decrease) in net assets:
 From operations:
  Net investment income  ..............  $          794   $          (30)  $ 1,068,701   $ 1,238,534   $ 40,847,285    $ 30,590,769
  Net realized gain  ..................              --               --       452,751        79,482      2,147,226         271,143
  Net unrealized appreciation
   (depreciation) during the period ...            (594)           4,111    (6,429,350)    1,363,523     49,182,595      11,923,251
                                         --------------   --------------   -----------   -----------   ------------    ------------
Net increase (decrease) in net assets
 resulting from operations ............             200            4,081    (4,907,898)    2,681,539     92,177,106      42,785,163
From contractowner transactions:
 Net premiums from contractowners  ....          55,600           45,493     7,748,395    15,380,217    155,134,300     136,122,595
 Net benefits to contractowners  ......              --          (16,277)   (7,358,336)   (1,118,876)   (40,616,459)    (17,521,946)
                                         --------------   --------------   -----------   -----------   ------------    ------------
Net increase in net assets from
 contractowner transactions  ..........          55,600           61,770       390,059    14,261,341    114,517,841     118,600,649
                                         --------------   --------------   -----------   -----------   ------------    ------------
Net increase (decrease) in net assets            55,800           65,851    (4,517,839)   16,942,880    206,694,947     161,385,812
Net assets at beginning of period  ....               0                0    24,798,418     7,855,538    271,028,489     109,642,677
                                         --------------   --------------   -----------   -----------   ------------    ------------
Net assets at end of period  ..........  $       55,800   $       65,851   $20,280,579   $24,798,418   $477,723,436    $271,028,489
                                         ==============   ==============   ===========   ===========   ============    ============
</TABLE>

<TABLE>
<CAPTION>
                                                                                                               SMALL CAP
                                                       MANAGED                  SHORT-TERM BOND                  VALUE
                                                     SUBACCOUNT                   SUBACCOUNT                  SUBACCOUNT
                                             ---------------------------   -------------------------   --------------------------
                                                 1998           1997          1998          1997          1998           1997
                                             ------------   ------------   -----------   -----------   -----------    -----------
<S>                                          <C>            <C>            <C>           <C>           <C>            <C>
Increase (decrease) in net assets:
 From operations:
  Net investment income (loss) ...........   $ 40,076,353   $ 24,307,891   $ 1,093,175   $   685,472   $  (173,305)   $ 1,048,340
  Net realized gain (loss) ...............        520,784        142,549        (2,851)      (19,586)      118,285         68,848
  Net unrealized appreciation
   (depreciation) during the period ......     28,631,287     12,570,799      (149,541)       73,051    (1,752,884)       423,744
                                             ------------   ------------   -----------   -----------   -----------    -----------
Net increase (decrease) in net assets
 resulting from operations ...............     69,228,424     37,021,239       940,783       738,937    (1,807,904)     1,540,932
From contractowner transactions:
 Net premiums from contractowners ........    156,435,907    132,746,067    16,261,342     8,456,544    13,431,726     11,030,307
 Net benefits to contractowners ..........    (40,551,365)   (20,517,998)   (6,781,602)   (3,000,818)   (3,169,232)      (768,487)
                                             ------------   ------------   -----------   -----------   -----------    -----------
Net increase in net assets from
 contractowner transactions ..............    115,884,542    112,228,069     9,479,740     5,455,726    10,262,494     10,261,820
                                             ------------   ------------   -----------   -----------   -----------    -----------
Net increase in net assets ...............    185,112,966    149,249,308    10,420,523     6,194,663     8,454,590     11,802,752
Net assets at beginning of period ........    318,090,901    168,841,593    18,569,390    12,374,727    15,256,095      3,453,343
                                             ------------   ------------   -----------   -----------   -----------    -----------
Net assets at end of period ..............   $503,203,867   $318,090,901   $28,989,913   $18,569,390   $23,710,685    $15,256,095
                                             ============   ============   ===========   ===========   ===========    ===========
</TABLE>

See accompanying notes.

                                       34
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                       INTERNATIONAL
                                       OPPORTUNITIES               EQUITY INDEX
                                        SUBACCOUNT                  SUBACCOUNT
                                 -------------------------   --------------------------
                                    1998          1997          1998           1997
                                 -----------   -----------   -----------    -----------
<S>                              <C>           <C>           <C>            <C>
Increase (decrease) in
 net assets:
 From operations:
  Net investment
   income (loss) .............   $   (66,354)  $    15,240   $ 1,333,655    $   712,444
  Net realized gain ..........       309,499       228,414       863,280        197,333
  Net unrealized
   appreciation (depreciation)
   during the period .........     1,065,442      (446,110)   11,492,991      3,355,409
                                 -----------   -----------   -----------    -----------
Net increase
 (decrease) in net
 assets resulting from
 operations ..................     1,308,587      (202,456)   13,689,926      4,265,186
From contractowner
 transactions:
 Net premiums from
  contractowners .............     5,947,922     8,632,504    40,459,585     29,273,872
 Net benefits to
  contractowners .............    (3,502,337)   (3,200,776)   (7,678,477)    (2,339,289)
                                 -----------   -----------   -----------    -----------
Net increase in net
 assets from
 contractowner
 transactions ................     2,445,585     5,431,728    32,781,108     26,934,583
                                 -----------   -----------   -----------    -----------
Net increase in net
 assets ......................     3,754,172     5,229,272    46,471,034     31,199,769
Net assets at
 beginning of period .........     8,736,229     3,506,957    36,299,278      5,099,509
                                 -----------   -----------   -----------    -----------
Net assets at end of
 period ......................   $12,490,401   $ 8,736,229   $82,770,312    $36,299,278
                                 ===========   ===========   ===========    ===========
</TABLE>

<TABLE>
<CAPTION>
                                                    HIGH             STRATEGIC
                                                   YIELD               BOND
                                                 SUBACCOUNT         SUBACCOUNT
                                                 ----------  --------------------------
                                                   1998*        1998           1997
                                                 ----------  ------------  ------------
<S>                                              <C>         <C>           <C>
Increase (decrease) in net assets:
 From operations:
  Net investment income ......................   $  1,643    $ 1,220,061    $   769,658
  Net realized gain ..........................         --         67,380         11,353
  Net unrealized appreciation
   (depreciation) during the period ..........     (2,081)       680,647          6,045
                                                 --------    -----------    -----------
Net increase (decrease) in net assets
 resulting from operations ...................       (438)     1,968,088        787,056
From contractowner transactions:
 Net premiums from contractowners ............    197,134     22,724,287     12,625,333
 Net benefits to contractowners ..............    (80,644)    (2,896,766)      (986,296)
                                                 --------    -----------    -----------
Net increase in net assets from
 contractowner transactions ..................    277,778     19,827,521     11,639,037
                                                 --------    -----------    -----------
Net increase in net assets ...................    277,340     21,795,609     12,426,093
Net assets at beginning of period ............          0     16,530,461      4,104,368
                                                 --------    -----------    -----------
Net assets at end of period ..................   $277,340    $38,326,070    $16,530,461
                                                 ========    ===========    ===========
</TABLE>

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

See accompanying notes.

                                       35
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                         NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

  John Hancock Variable Annuity Account I (the Account) is a separate investment
account of John Hancock Mutual Life Insurance Company (JHMLICO or John Hancock).
The Account was formed to fund variable annuity contracts (Contracts) issued by
JHMLICO. Currently, the Account funds the Accommodator 2000, Independence
Preferred, Market Place Variable Annuity and Independence 2000 contracts. The
Account is operated as a unit investment trust registered under the Investment
Company Act of 1940, as amended, and currently consists of twenty-three
subaccounts. The assets of each subaccount are invested exclusively in shares of
a corresponding Portfolio of John Hancock Variable Series Trust I (the Fund).
New subaccounts may be added as new Portfolios are added to the Fund or as other
investment options are developed and made available to contractowners. The
twenty-three Portfolios of the Fund which are currently available are the Large
Cap Growth, Sovereign Bond, Emerging Markets Equity, International Equity Index
(formerly, International Equities), Global Equity, Small Cap Growth,
International Balanced, Mid Cap Growth, Large Cap Value, Money Market, Mid Cap
Value, Diversified Mid Cap Growth (formerly, Special Opportunities), Bond Index,
Small/Mid Cap CORE, Real Estate Equity, Growth & Income, Managed, Short-Term
Bond (formerly, Short-Term U.S. Government), Small Cap Value, International
Opportunities, Equity Index, High Yield Bond and Strategic Bond Portfolios. Each
Portfolio has a different investment objective.

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

2. SIGNIFICANT ACCOUNTING POLICIES

  Estimates

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

  Valuation of Investments

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

  Federal Income Taxes

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

  Expenses

  JHVLICO assumes mortality and expense risks of the Contracts and provides
administrative services to the Account for which asset charges are deducted at
an annual rate of 1.50%, 1.00% and 1.40% of net assets of the Independence
Preferred, Market Place Variable Annuity, and Independence 2000 Contracts,
respectively.

                                       36
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

  JHVLICO makes certain other deductions from contractowner payments for premium
taxes and sales and withdrawal charges, which are accounted for as a reduction
of net assets resulting from contractowner transactions.

3. DETAILS OF INVESTMENTS

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

<TABLE>
<CAPTION>
               SUBACCOUNT                 SHARES OWNED      COST          VALUE
               ----------                 ------------  ------------  -------------
      <S>                                 <C>           <C>           <C>
      Large Cap Growth  ................    6,982,747   $150,451,172   $182,907,548
      Sovereign Bond ...................   12,082,044    120,120,816    119,873,269
      Emerging Markets .................          327          2,264          2,316
      International Equity Index .......    1,404,381     23,189,239     21,852,953
      Global Equity ....................       17,749        169,254        175,224
      Small Cap Growth .................    2,197,060     23,886,640     28,534,427
      International Balanced ...........      726,016      7,706,291      8,076,543
      Mid Cap Growth ...................    2,808,213     33,393,343     42,447,554
      Large Cap Value ..................    4,223,729     54,888,975     59,217,888
      Money Market .....................    8,010,018     80,100,181     80,100,181
      Mid Cap Value ....................    2,782,977     38,410,875     33,912,965
      Diversified Mid Cap Growth .......    3,907,655     61,496,198     62,286,493
      Bond Index .......................        5,476         56,394         55,800
      Small/Mid Cap CORE ...............        7,302         61,739         65,851
      Real Estate Equity ...............    1,627,683     24,164,299     20,280,578
      Growth & Income ..................   24,508,272    417,465,409    477,723,436
      Managed ..........................   32,181,946    468,704,327    503,203,867
      Short-Term Bond ..................    2,885,018     29,127,340     28,989,913
      Small Cap Value ..................    2,045,995     24,888,093     23,710,684
      International Opportunities ......    1,022,579     11,723,506     12,490,401
      Equity Index .....................    4,675,568     67,668,207     82,770,312
      Strategic Bond ...................    3,615,868     37,636,117     38,326,070
      High-Yield Bond ..................       30,044        279,421        277,340
</TABLE>

                                       37
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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


<TABLE>
<CAPTION>
                    SUBACCOUNT                  PURCHASES        SALES
                    ----------                 ------------  ------------
      <S>                                      <C>           <C>
      Large Cap Growth .....................   $ 66,907,647   $ 2,537,321
      Sovereign Bond .......................     58,369,465     2,232,575
      Emerging Markets .....................          2,265             1
      International Equity Index ...........      7,459,306     1,274,355
      Global Equity ........................        169,325            73
      Small Cap Growth .....................      8,943,566     1,523,605
      International Balanced ...............      2,910,315       736,137
      Mid Cap Growth .......................     18,584,991     1,036,171
      Large Cap Value ......................     25,411,436     1,738,759
      Money Market .........................     67,297,698    38,440,220
      Mid Cap Value ........................     18,534,581     2,023,369
      Diversified Mid-Cap Growth ...........      3,720,893     9,441,429
      Bond Index ...........................         56,420            26
      Small/Mid Cap CORE ...................         61,758            19
      Real Estate Equity ...................      6,014,732     4,555,975
      Growth & Income ......................    163,585,966     8,220,839
      Managed ..............................    160,402,861     4,441,965
      Short-Term Bond ......................     15,814,484     5,241,569
      Small Cap Value ......................     11,258,110     1,168,921
      International Opportunities ..........      5,247,357     2,868,127
      Equity Index .........................     36,593,143     2,478,379
      Strategic Bond .......................     22,408,429     1,360,846
      High Yield Bond ......................        279,476            55
</TABLE>

                                       38
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

4. NET ASSETS

  Accumulation shares attributable to net assets of contractowners and
accumulation share values for each subaccount at December 31, 1998 were as
follows:

<TABLE>
<CAPTION>
                                       INDEPENDENCE PREFERRED           MARKETPLACE            INDEPENDENCE PREFERRED
                                     --------------------------  --------------------------  ---------------------------
                                     ACCUMULATION  ACCUMULATION  ACCUMULATION  ACCUMULATION  ACCUMULATION   ACCUMULATION
         SUBACCOUNT                     SHARES     SHARE VALUES     SHARES     SHARE VALUES     SHARES      SHARE VALUES
         ----------                  ------------  ------------  ------------  ------------  ------------  -------------
<S>                                  <C>           <C>           <C>           <C>           <C>           <C>
Large Cap Growth  .................    5,998,713     $26.385         7,430       $16.825        610,045       $39,895
Sovereign Bond ....................    7,060,247      13.828        28,119        11.570      1,173,339        18.679
Emerging Markets Equity ...........           --       9.265            --         9.269            250         9.266
International Equity Index ........    1,463,435      13.293         2,769        11.519        147,513        16.074
Global Equity .....................        2,335      10.300            --        10.305         14,675        10.301
Small Cap Growth ..................   19,911,189      12.506         4,165        14.599        364,599        12.540
International Balanced ............      575,695      12.418           666        12.024         73,871        12.451
Mid Cap Growth ....................    2,121,920      16.012         4,598        17.890        523,041        16.054
Large Cap Value ...................    3,121,477      15.371        10,820        13.122        719,821        15.413
Money Market ......................    4,529,599      11.652        73,430        10.749      1,976,595        13.423
Mid Cap Value .....................    2,147,209      13.091        19,554        10.910        425,962        13.126
Diversified Mid Cap Growth ........    3,371,066      18.106         2,099        12.516         67,121        18.157
Bond Index ........................        4,781      10.003            --        10.007            798        10.004
Small/Mid Cap CORE ................           13      10.695            --        10.699          6,144        10.695
Real Estate Equity ................    1,376,429      14.084         7,624         9.797         39,674        20.663
Growth & Income ...................   16,623,489      25.336        52,307        15.653      1,505,823        37.010
Managed ...........................   23,584,757      18.728        14,160        13.653      2,360,737        25.980
Short-Term Bond ...................    1,965,016      12.160         9,164        10.939        409,683        12.193
Small Cap Value ...................    1,605,546      12.525         7,492        11.808        279,710        12.558
International Opportunities .......      926,001      12.116         2,004        11.530        102,682        12.149
Equity Index ......................    3,637,757      18.720        36,621        15.494        751,303        18.770
High Yield Bond ...................       11,612       9.886            --         9.890         16,441         9.887
Strategic Bond ....................    2,327,990      12.204        11,999        11.587        797,395        12.237
</TABLE>

5. TRANSACTIONS WITH AFFILIATES

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

6. IMPACT OF YEAR 2000 (UNAUDITED)

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

                                       39
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

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

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

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

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

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

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

                                       40
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

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

                                       41
<PAGE>

                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

           DEFERRED COMBINATION FIXED AND VARIABLE ANNUITY CONTRACTS

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                      STATEMENT OF ADDITIONAL INFORMATION

                               __________________

This statement of additional information ("SAI"), dated May 3, 1999 is not a
prospectus. It is intended that this SAI be read in conjunction with the
prospectus of John Hancock Variable Annuity Account I (the "Account") dated May
3, 1999, for the contracts being offered. Terms used in this SAI that are not
otherwise defined herein have the same meanings given to them in the prospectus,
unless the context requires otherwise. A copy of the prospectus may be obtained
from the John Hancock Annuity Servicing Office, 529 Main Street (X-4),
Charlestown, Massachusetts 02129, telephone number 1-800-732-5543.

                               TABLE OF CONTENTS

                               _________________

<TABLE>
<CAPTION>
                                                                PAGE OF SAI
                                                                -----------
<S>                                                             <C>
Variations in Charges.........................................        2
Distribution..................................................        2
Calculation of Performance Data...............................        2
Other Performance Information.................................        4
Calculation of Annuity Payments...............................        4
Additional Information About Determining Unit Values .........        6
Purchases and Redemptions of Fund Shares .....................        7
The Account...................................................        7
Delay of Certain Payments.....................................        7
Liability for Telephone Transfers.............................        8
Voting Privileges.............................................        8
JHVLICO Financial Statements..................................       10
Separate Account Financial Statements.........................       23
</TABLE>

Acct I (Ind 2000) 5/99
<PAGE>

                             VARIATIONS IN CHARGES

     In the future, we may allow a reduction in or the elimination of the
withdrawal charge, the charge for mortality and expense risks, the
administrative services charge,or the annual contract fee. The affected
contracts would involve sales to groups or classes of individuals in a manner
resulting in a reduction in the expenses associated with the sale of such
contracts and the benefits offered, or the costs associated with administering
or maintaining the contracts.

     The entitlement to such a reduction in or elimination of charges and fees
will be determined by John Hancock based upon factors such as the following: (1)
the size of the initial premium payment, (2) the size of the group or class, (3)
the total amount of premium payments expected to be received from the group or
class and the manner in which premium payments are remitted, (4) the nature of
the group or class for which the contracts are being purchased and the
persistency expected from that group or class as well as the mortality risks
associated with that group or class, (5) the purpose for which the contracts are
being purchased and whether that purpose makes it likely that costs and expenses
will be reduced, or (6) the level of commissions paid to selling broker-dealers
or certain financial institutions with respect to contracts within the same
group or class.

     We will make any reduction in charges or fees according to our rules in
effect at the time an application for a contract is approved. We reserve the
right to change these rules from time to time. Any variation in charges or fees
will reflect differences in costs and services, will apply uniformly to all
prospective contract purchasers in the group or class, and will not be unfairly
discriminatory to the interests of any owner.

                                  DISTRIBUTION

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

<TABLE>
<CAPTION>
                        YEAR           AMOUNT PAID TO SIGNATOR
                        ----           -----------------------
                        <S>            <C>
                        1998           $32,817,115
                        1997           $25,035,420
</TABLE>

                        CALCULATION OF PERFORMANCE DATA

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

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

                             P x ( 1 + T ) n = ERV

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

                                       2
<PAGE>

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

     On the basis, the following table shows the average total return for each
variable investment option for the periods ended December 31, 1998:

                           AVERAGE ANNUALIZED TOTAL RETURNS
                           --------------------------------
<TABLE>
<CAPTION>
                                                                                     DATE OF
VARIABLE INVESTMENT OPTION*    YEAR TO DATE    1 YEAR**     5 YEAR**   10 YEAR**    INCEPTION***
- ---------------------------    ------------    --------     --------   ---------    ------------
<S>                            <C>             <C>          <C>        <C>          <C>
Managed.......................    13.4%         13.4%        12.7%      12.0%         11/09/87
Growth & Income...............    23.2%         23.2%        20.2%      17.0%          4/03/72
Equity Index..................    21.7%         21.7%        25.8%        N/A          4/30/96
Large Cap Value...............     2.6%          2.6%        16.6%        N/A          4/30/96
Large Cap Growth..............    32.3%         32.3%        21.1%      18.2%         11/24/87
Mid Cap Value.................   -17.9%        -17.9%         9.6%        N/A          4/30/96
Mid Cap Growth................    32.2%         32.2%        18.5%        N/A          4/30/96
Real Estate Equity............   -23.4%        -23.4%         6.7%       7.0%          2/01/89
Small/Mid Cap Growth..........    -1.3%         -1.3%        14.6%        N/A          9/23/94
Small/Mid Cap CORE............     0.5%           N/A          N/A        N/A         11/30/98
Small Cap Value...............   -12.5%        -12.5%         7.7%        N/A          4/30/96
Small Cap Growth..............     7.8%          7.8%         7.6%        N/A          4/30/96
Global Equity.................    -3.5%           N/A          N/A        N/A         11/30/98
International Balanced........    11.3%         11.3%         7.3%        N/A          4/30/96
International Equity Index....    13.8%         13.8%         3.1%       6.3%          2/01/89
International Opportunities...     9.2%          9.2%         6.3%        N/A          4/30/96
Emerging Markets Equity.......   -13.3%           N/A          N/A        N/A         11/30/98
Short-Term Bond...............    -0.8%         -0.8%         4.4%        N/A          9/23/94
Bond Index....................    -6.4%           N/A          N/A        N/A         11/30/98
Sovereign Bond................     1.3%          1.3%         5.8%       7.7%          6/02/80
Global Bond...................     2.5%          2.5%         6.6%        N/A          4/30/96
High Yield Bond...............    -7.5%           N/A          N/A        N/A         11/30/98
Money Market..................    -1.5%         -1.5%         3.4%       4.1%          5/13/82
</TABLE>

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

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

***  of the Fund or its predecessor.

     For the 7-day period ending December 31, 1998, the Money Market option's
current yield was 3.7% and its effective yield was 3.7%.

                                       3
<PAGE>

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

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

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

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

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

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

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

                         OTHER PERFORMANCE INFORMATION

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

     We vote any shares held by the Account that are not attributable to
contracts or for which instructions from owners are not received, in proportion
to the instructions we have received from participants in the Account.

                        CALCULATION OF ANNUITY PAYMENTS

CALCULATION OF ANNUITY UNITS

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

                                       4
<PAGE>

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

     To compute the amount of the first annuity payment that is based on any
variable investment option, we first determine the amount of your contract's
value that we will apply to that variable option. We do this as of 10 calendar
days prior to the date the initial monthly annuity payment is due, in the manner
described in the prospectus under "The annuity period - choosing fixed or
variable annuity payments."

     For each variable investment option, we THEN divide:

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

                                       by

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

 and multiply the result by

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

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

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

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

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

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

                                     BY

                      the annuity unit value of that
                      variable investment option as of
                      10 calendar days prior to the
                      date the initial payment is due
                    ----------------------------------------

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

                                       5
<PAGE>

in the contract for an assumed investment rate of 3 1/2% is $5.47 per $1000 of
proceeds for the annuity option elected. The first monthly annuity payment would
be $262.56.

                      (4000.000 x 12.000000 x 5.47)
                      -----------------------------
                                  1,000

     If the value of an annuity unit 10 days before the date of maturity was
$1.4000000, the number of annuity units represented by the first and subsequent
payments would be 187.543 ($262.56/$1.4000000). If the annuity unit value 10
days before the due date of the second monthly payment was $1.405000, the amount
of the second payment would be $263.50 (187.543 x $1.405000).

ANNUITY UNIT VALUES

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

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

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

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

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

MORTALITY TABLES

     The mortality tables used as a basis for both variable and fixed annuity
purchase rates are the 1983a Mortality Tables, with projections of mortality
improvements and with certain age adjustments based on the contract year of
annuitization. The mortality table used in a Contract purchased in connection
with certain employer-related plans and used in all contracts issued in Montana
will be the Female Annuity Table of the 1983a Mortality Tables. The impact of
this change will be lower benefits (5% to 15%) from a male's viewpoint than
would otherwise be the case.

              ADDITIONAL INFORMATION ABOUT DETERMINING UNIT VALUES

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

                                       6
<PAGE>

business day, we calculate the value of one accumulation unit of a variable
investment option by multiplying the immediately preceding accumulation unit
value by the sum of one plus the applicable "net investment rate" for the period
subsequent to such preceding value. See "Net investment rate" below.

NET INVESTMENT RATE

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

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

(2)  for each calendar day in the period, a deduction of 0.003836% (depending on
     the charge for mortality and expense risks) of the value of the variable
     investment option at the beginning of the period, and less

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

ADJUSTMENT OF UNITS AND VALUES

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

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

     Assume at the beginning of the period being considered, the value of a
particular variable investment option was $4,000,000. Investment income during
the period totaled $2000, while capital gains were $3000 and capital losses were
$1000. Assume also that we are not imposing any tax charge. Charges against the
beginning value of the variable investment option amount to $153.44 assuming a
one day period. The $153.44 was computed by multiplying the beginning value of
$4,000,000 by the factor 0.00003836. By substituting in the first formula above,
the net investment rate is equal to $3846.56 ($2000 + $3000 - $1000 -$153.44)
divided by $4,000,000 or 0.0009616

     Assume further that each accumulation unit had a value of $11.250000 on the
previous business day, and the value of an annuity unit on such previous date
was $1.0850000. Based upon the experience of the variable investment option
during the period, the value of an accumulation unit at the end of the period
would be [$11.250000 x (1 + .0009616)] or $11.260818. The value of an annuity
unit at the end of the period would be [$1.0850000 x (1 + .0009616) x .99990575]
or $1.085941. The final figure, .99990575, neutralizes the effect of a 3 1/2%
assumed investment rate so that the annuity unit's change in value reflects only
the actual investment experience of the variable investment option.

                    PURCHASES AND REDEMPTIONS OF FUND SHARES

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

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

                                       7
<PAGE>

                                  THE ACCOUNT

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

                           DELAY OF CERTAIN PAYMENTS

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

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

(2)  when trading on that Exchange is restricted;

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

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

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

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

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

                       LIABILITY FOR TELEPHONE TRANSFERS

     If you authorize telephone transfers, you will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone or fax
instructions which we reasonably believe to be genuine, unless such loss,
expense or cost is the result of our mistake or negligence. We employ procedures
which provide safeguards against unauthorized transactions, and which are
reasonably designed to confirm that instructions received by telephone are
genuine. These procedures include

 .    requiring personal identification,

 .    tape recording calls, and

 .    providing written confirmation to the owner.

If we do not employ reasonable procedures to confirm that instructions
communicated by telephone are genuine, we may be liable for any loss due to
unauthorized or fraudulent instructions.

                               VOTING PRIVILEGES

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

                                       8
<PAGE>

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

                                   divided by

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

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

 .    the election of the Board of Trustees,

 .    the ratification of the selection of independent auditors,

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

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

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

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

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

     We have designed your voting privileges based upon our understanding of the
requirements of the federal securities laws. If the applicable laws,
regulations, or interpretations change to eliminate or restrict the need for
such voting privileges, we reserve the right to proceed in accordance with any
such revised requirements.

                                       9
<PAGE>

               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Directors and Policyholders
John Hancock Variable Life Insurance Company

  We have audited the accompanying statutory-basis statements of financial
position of John Hancock Variable Life Insurance Company as of December 31, 1998
and 1997, and the related statutory-basis statements of operations and
unassigned deficit and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

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

  In our opinion, because of the effects of the matter described in the
preceding paragraph, the financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of John Hancock Variable Life Insurance Company at December
31, 1998 and 1997, or the results of its operations or its cash flows for the
years then ended.

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


                                                          ERNST & YOUNG LLP


Boston, Massachusetts
February 19, 1999

                                       10
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
                                                             December 31
                                                         --------------------
                                                           1998        1997
                                                         --------    --------
                                                            (In millions)
<S>                                                      <C>         <C>
ASSETS
Bonds--Note 6 ........................................   $1,185.8    $1,092.7
Preferred stocks .....................................       36.5        17.2
Common stocks ........................................        3.1         2.3
Investment in affiliates .............................       81.7        79.1
Mortgage loans on real estate--Note 6 ................      388.1       273.9
Real estate ..........................................       41.0        39.9
Policy loans .........................................      137.7       106.8
Cash items:
  Cash in banks ......................................       11.4        83.1
  Temporary cash investments .........................        8.5        60.1
                                                         --------    --------
                                                             19.9       143.2
Premiums due and deferred ............................       32.7        33.8
Investment income due and accrued ....................       29.8        24.7
Other general account assets .........................       47.5        16.8
Assets held in separate accounts .....................    6,595.2     4,691.1
                                                         --------    --------
TOTAL ASSETS .........................................   $8,599.0    $6,521.5
                                                         ========    ========
OBLIGATIONS AND STOCKHOLDER'S EQUITY
OBLIGATIONS
  Policy reserves  ...................................   $1,652.0    $1,124.3
  Federal income and other taxes payable--Note 1 .....       44.3        36.1
  Other general account obligations ..................      150.9       481.9
  Transfers from separate accounts, net ..............     (190.3)     (146.8)
  Asset valuation reserve--Note 1 ....................       21.9        18.6
  Obligations related to separate accounts ...........    6,589.4     4,685.7
                                                         --------    --------
TOTAL OBLIGATIONS ....................................    8,268.2     6,199.8
STOCKHOLDER'S EQUITY
  Common Stock, $50 par value; authorized 50,000
    shares; issued and outstanding 50,000 shares .....        2.5         2.5
  Paid-in capital ....................................      377.5       377.5
  Unassigned deficit .................................      (49.2)      (58.3)
                                                         --------    --------
TOTAL STOCKHOLDER'S EQUITY ...........................      330.8       321.7
                                                         --------    --------
TOTAL OBLIGATIONS AND STOCKHOLDER'S EQUITY ...........   $8,599.0    $6,521.5
                                                         ========    ========
</TABLE>

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

                                       11
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF OPERATIONS AND UNASSIGNED DEFICIT

<TABLE>
<CAPTION>
                                                              Year ended December 31
                                                              ----------------------
                                                                1998          1997
                                                              --------      --------
                                                                  (In millions)
<S>                                                           <C>           <C>
INCOME
  Premiums ................................................   $1,272.3      $  872.7
  Net investment income--Note 3 ...........................      122.8          89.7
  Other, net ..............................................      618.1         449.1
                                                              --------      --------
                                                               2,013.2       1,411.5
BENEFITS AND EXPENSES
  Payments to policyholders and beneficiaries .............      301.4         264.0
  Additions to reserves to provide for future
    payments to policyholders and beneficiaries ...........    1,360.2         826.2
  Expenses of providing service to policyholders
    and obtaining new insurance--Note 5 ...................      274.2         233.2
  State and miscellaneous taxes ...........................       28.1          19.1
                                                              --------      --------
                                                               1,963.9       1,342.5
                                                              --------      --------
     GAIN FROM OPERATIONS BEFORE FEDERAL INCOME
      TAXES AND NET REALIZED CAPITAL LOSSES ...............       49.3          69.0
Federal income taxes--Note 1 ..............................       33.1          38.5
                                                              --------      --------
     GAIN FROM OPERATIONS BEFORE NET REALIZED CAPITAL
      LOSSES ..............................................       16.2          30.5
Net realized capital losses--Note 4 .......................       (0.6)         (3.0)
                                                              --------      --------
     NET INCOME ...........................................       15.6          27.5
Unassigned deficit at beginning of year ...................      (58.3)        (96.9)
Net unrealized capital (losses) gains and other
  adjustments--Note 4 .....................................       (6.0)          5.0
Other reserves and adjustments ............................       (0.5)          6.1
                                                              --------      --------
UNASSIGNED DEFICIT AT END OF YEAR .........................   $  (49.2)     $  (58.3)
                                                              ========      ========
</TABLE>

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

                                       12
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                   Year ended December 31
                                                                   -----------------------
                                                                      1998         1997
                                                                   -----------  ----------
                                                                        (In millions)
<S>                                                                <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Insurance premiums ............................................   $1,275.3      $ 877.0
  Net investment income .........................................      118.2         89.9
  Benefits to policyholders and beneficiaries ...................     (275.5)      (245.2)
  Dividends paid to policyholders ...............................      (22.3)       (18.7)
  Insurance expenses and taxes ..................................     (296.9)      (267.2)
  Net transfers to separate accounts ............................     (874.4)      (715.2)
  Other, net ....................................................      551.3        408.9
                                                                    --------      -------
     NET CASH PROVIDED FROM OPERATIONS ..........................      475.7        129.5
                                                                    --------      -------
CASH FLOWS USED IN INVESTING ACTIVITIES:
  Bond purchases ................................................     (618.8)      (621.6)
  Bond sales ....................................................      340.7        197.3
  Bond maturities and scheduled redemptions .....................      111.8         34.1
  Bond prepayments ..............................................       76.5         51.6
  Stock purchases ...............................................      (23.4)       (15.7)
  Proceeds from stock sales .....................................        1.9          6.7
  Real estate purchases .........................................       (4.2)        (1.3)
  Real estate sales .............................................        2.1          0.4
  Other invested assets purchases ...............................        0.0         (1.0)
  Proceeds from the sale of other invested assets ...............        0.0          0.3
  Mortgage loans issued .........................................     (145.5)       (94.5)
  Mortgage loan repayments ......................................       33.2         32.4
  Other, net ....................................................     (435.2)       393.1
                                                                    --------      -------
     NET CASH USED IN INVESTING ACTIVITIES ......................     (660.9)       (18.2)
                                                                    --------      -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in short-term note payable .......................       61.9          0.0
                                                                    --------      -------
     NET CASH PROVIDED FROM FINANCING ACTIVITIES ................       61.9          0.0
                                                                    --------      -------
(DECREASE) INCREASE IN CASH AND TEMPORARY CASH INVESTMENTS ......     (123.3)       111.3
Cash and temporary cash investments at beginning of year ........      143.2         31.9
                                                                    --------      -------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR ..............   $   19.9      $ 143.2
                                                                    ========      =======
</TABLE>

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

                                       13
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES

John Hancock Variable Life Insurance Company (the Company) is a wholly-owned
subsidiary of John Hancock Mutual Life Insurance Company (John Hancock). The
Company, domiciled in the Commonwealth of Massachusetts, principally writes
variable and universal life insurance policies. Those policies primarily are
marketed through John Hancock's sales organization, which includes a career
agency system composed of company-owned, unionized branch offices and
independent general agencies. Policies also are sold through various
unaffiliated securities broker-dealers and certain other financial institutions.
Currently, the Company writes business in all states except New York.

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

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

The significant differences from GAAP include: (1) policy acquisition costs are
charged to expense as incurred rather than deferred and amortized over the
related premium-paying period; (2) policy reserves are based on statutory
mortality, morbidity, and interest requirements without consideration of
withdrawals and Company experience; (3) certain assets designated as
"nonadmitted assets" are excluded from the balance sheet by direct charges to
surplus; (4) reinsurance recoverables are netted against reserves and claim
liabilities rather than reflected as an asset; (5) bonds held as available for
sale are recorded at amortized cost or market value as determined by the NAIC
rather than at fair value; (6) an Asset Valuation Reserve and Interest
Maintenance Reserve as prescribed by the NAIC are not calculated under GAAP.
Under GAAP, realized capital gains and losses are reported in the income
statement on a pretax basis as incurred and investment valuation allowances are
provided when there has been a decline in value deemed other than temporary; (7)
investments in affiliates are carried at their net equity value with changes in
value being recorded directly to unassigned deficit 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; and (9)
certain items, including modifications to required policy reserves resulting
from changes in actuarial assumptions, are recorded directly to unassigned
deficit rather than being reflected in income. The effects of the foregoing
variances from GAAP have not been determined but are presumed to be material.

The significant accounting practices of the Company are as follows:

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

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

                                       14
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

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

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 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.

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

  Investment real estate is carried at depreciated cost, less encumbrances.
  Depreciation on investment real estate is recorded on a straight-line basis.
  Accumulated depreciation amounted to $3.0 million in 1998 and $2.1 million in
  1997.

  Real estate acquired in satisfaction of debt and real estate held for sale 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.

Asset Valuation and Interest Maintenance Reserves: The Asset Valuation Reserve
(AVR) is computed in accordance with the prescribed NAIC formula and represents
a provision for possible fluctuations in the value of bonds, equity securities,
mortgage loans, real estate and other invested assets. Changes to the AVR are
charged or credited directly to the unassigned deficit.

The Company also records the NAIC prescribed Interest Maintenance Reserve (IMR)
that represents that portion of the after tax net accumulated unamortized
realized capital gains and losses on sales of fixed income securities,
principally bonds and mortgage loans, attributable to changes in the general
level of interest rates. Such gains and losses are deferred and amortized into
income over the remaining expected lives of the investments sold. At December
31, 1998, the IMR, net of 1998 amortization of $2.4 million, amounted to $10.7
million, which is included in policy reserves. The corresponding 1997 amounts
were $1.2 million and $7.8 million, respectively.

Goodwill: The excess of cost over the statutory book value of the net assets of
life insurance business acquired was $11.4 million and $13.1 million at December
31, 1998 and 1997, respectively, and generally is amortized over a ten-year
period using a straight-line method.

                                       15
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

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

Separate Accounts: Separate account assets and liabilities reported in the
accompanying statements of financial position represent funds that are
separately administered, principally for 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 11.

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

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

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

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

  Fair values for futures contracts are based on quoted market prices. Fair
  values for interest rate swap, cap agreements, and currency swap 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 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 amount in the statement of financial position for policy loans
  approximates their fair value.

  The fair value for outstanding commitments to purchase long-term bonds and
  issue real estate mortgages is estimated using a discounted cash flow method
  incorporating adjustments for the difference in the level of interest rates
  between the dates the commitments were made and December 31, 1998.

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 gain or loss.
Unrealized gains and losses, which consist of market value and book value
adjustments, are shown as adjustments to the unassigned deficit.

                                       16
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

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

Policy Reserves: Life 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 variable life insurance policies are maintained principally on the
modified preliminary term method using the 1958 and 1980 Commissioner's Standard
Ordinary (CSO) mortality tables, with an assumed interest rate of 4% for
policies issued prior to May 1, 1983 and 4 1/2% for policies issued on or
thereafter. Reserves for single premium policies are determined by the net
single premium method using the 1958 CSO mortality table, with an assumed
interest rate of 4%. Reserves for universal life policies issued prior to 1985
are equal to the gross account value which at all times exceeds minimum
statutory requirements. Reserves for universal life policies issued from 1985
through 1988 are maintained at the greater of the Commissioner's Reserve
Valuation Method (CRVM) using the 1958 CSO mortality table, with 4 1/2% interest
or the cash surrender value. Reserves for universal life policies issued after
1988 and for flexible variable policies are maintained using the greater of the
cash surrender value or the CRVM method with the 1980 CSO mortality table and
5 1/2% interest for policies issued from 1988 through 1992; 5% interest for
policies issued in 1993 and 1994; and 4 1/2% interest for policies issued in
1995 through 1998.

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 are
consolidated with John Hancock in filing a consolidated federal income tax
return basis for the affiliated group. The federal income taxes of the Company
are allocated on a separate return basis with certain adjustments. The Company
made payments of $38.2 million in 1998 and $29.6 million in 1997.

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

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

Adjustments to Policy Reserves: 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 stockholder's equity. During 1997, the Company refined
certain actuarial assumptions inherent in the calculation of reserves related to
AIDS claims under individual life insurance policies resulting in a $6.4 million
increase in stockholder's equity at December 31, 1997. No additional refinements
were made during 1998.

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

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

                                       17
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 2--ACQUISITION

On June 23, 1993, the Company acquired all of the outstanding shares of stock of
Colonial Penn Annuity and Life Insurance Company (CPAL) from Colonial Penn Life
Insurance Company for an aggregate purchase price of approximately $42.5
million. At the date of acquisition, assets of CPAL were approximately $648.5
million, consisting principally of cash and temporary cash investments and
liabilities were approximately $635.2 million, consisting principally of
reserves related to a block of interest sensitive single-premium whole life
insurance business assumed by CPAL from Charter National Life Insurance Company
(Charter). The purchase price includes contingent payments of up to
approximately $7.3 million payable between 1994 and 1998 based on the actual
lapse experience of the business in force on June 23, 1993. The Company made
contingent payments to CPAL of $1.5 million during 1998 and 1997.

On June 24, 1993, the Company contributed $24.6 million in additional capital to
CPAL. CPAL was renamed John Hancock Life Insurance Company of America (JHLICOA)
on July 7, 1993. JHLICOA was subsequently renamed Investors Partner Life Company
(IPL) on March 5, 1998. IPL manages the business assumed from Charter and does
not currently issue new business.

NOTE 3--NET INVESTMENT INCOME

Investment income has been reduced by the following amounts:

<TABLE>
<CAPTION>
                                                               1998      1997
                                                               -----     ----
                                                               (In millions)
<S>                                                            <C>       <C>
Investment expenses .......................................    $ 8.3     $5.0
Interest expense ..........................................      2.4      0.7
Depreciation expense ......................................      0.8      1.1
Investment taxes ..........................................      0.7      0.4
                                                               -----     ----
                                                               $12.2     $7.2
                                                               =====     ====
</TABLE>

NOTE 4--NET CAPITAL GAINS (LOSSES) AND OTHER ADJUSTMENTS

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

<TABLE>
<CAPTION>
                                                               1998     1997
                                                               -----    -----
                                                                (In millions)
<S>                                                            <C>     <C>
Net gains from asset sales .................................   $ 7.6    $ 0.8
Capital gains tax ..........................................    (2.9)    (0.7)
Net capital gains transferred to IMR .......................    (5.3)    (3.1)
                                                               -----    -----
  Net Realized Capital Losses ..............................   $(0.6)   $(3.0)
                                                               =====    =====
</TABLE>

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

<TABLE>
<CAPTION>
                                                                1998     1997
                                                                -----    -----
                                                                 (In millions)
<S>                                                             <C>      <C>
Net (losses) gains from changes in security values
 and book value adjustments ................................    $(2.7)   $ 7.0
Increase in asset valuation reserve ........................     (3.3)    (2.0)
                                                                -----    -----
  Net Unrealized Capital (Losses) Gains and Other
    Adjustments ............................................    $(6.0)   $ 5.0
                                                                =====    =====
</TABLE>

                                       18
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 5--TRANSACTIONS WITH PARENT

The Company's Parent provides the Company with personnel, property and
facilities in carrying out certain of its corporate functions. The Parent
annually determines a fee for these services and facilities based on a number of
criteria which were revised in 1998 and 1997 to reflect continuing changes in
the Company's operations. The amount of the service fee charged to the Company
was $157.5 million and $123.6 million in 1998 and 1997, respectively, which has
been included in insurance and investment expenses. The Parent has guaranteed
that, if necessary, it will make additional capital contributions to prevent the
Company's stockholder's equity from declining below $1.0 million.

The service fee charged to the Company by the Parent includes $0.7 million and
$0.9 million in 1998 and 1997, respectively, representing the portion of the
provision for retiree benefit plans determined under the accrual method,
including a provision for the 1993 transition liability which is being amortized
over twenty years, that was allocated to the Company.

The Company has a modified coinsurance agreement with John Hancock to reinsure
50% of 1994 through 1998 issues of flexible premium variable life insurance and
scheduled premium variable life insurance policies. In connection with this
agreement, John Hancock transferred $4.9 million and $22.0 million of cash for
tax, commission, and expense allowances to the Company, which increased the
Company's net gain from operations by $22.2 million and $10.1 million in 1998
and 1997, respectively.

The Company also has a modified coinsurance agreement with John Hancock to
reinsure 50% of 1995 through 1998 issues of certain retail annuity contracts
(Independence Preferred and Declaration). In connection with this agreement, the
Company received a net cash payment of $12.7 million in 1998 and made a net cash
payment of $1.1 million in 1997 for surrender benefits, tax, reserve increase,
commission, expense allowances and premium. This agreement increased the
Company's net gain from operations by $8.4 million and $9.8 million in 1998 and
1997, respectively.

Effective January 1, 1997, the Company entered into a stop-loss agreement with
John Hancock to reinsure mortality claims in excess of 110% of expected
mortality claims in 1998 and 1997 for all policies that are not reinsured under
any other indemnity agreement. In connection with the agreement, John Hancock
received $1.0 million in 1998 and transferred $2.4 million in 1997 of cash for
mortality claims to the Company, which decreased by $0.5 million and increased
by $1.3 million the Company's net gain from operations in 1998 and 1997,
respectively.

At December 31, 1998, the Company had outstanding a short-term note of $61.9
million payable to an affiliate at a variable rate of interest. The note is part
of a revolving line of credit. Interest paid in 1998 was $2.9 million. The note
is included in other general account obligations.

                                       19
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 6--INVESTMENTS

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

<TABLE>
<CAPTION>
                                                                                                Gross       Gross
                                                                                  Statement  Unrealized   Unrealized     Fair
                            December 31, 1998                                       Value       Gains       Losses       Value
                            -----------------                                     --------    ---------   ----------   ----------
                                                                                                 (In millions)
<S>                                                                               <C>         <C>         <C>          <C>
U.S. Treasury securities and obligations of U.S. government
 corporations and agencies ....................................................   $    5.1    $    0.1     $    0.0    $    5.2
Obligations of states and political subdivisions ..............................        3.2         0.3          0.0         3.5
Corporate securities ..........................................................      925.2        50.4         15.0       960.6
Mortgage-backed securities ....................................................      252.3        10.0          0.1       262.2
                                                                                  --------    --------     --------    --------
  Total bonds .................................................................   $1,185.8    $   60.8     $   15.1    $1,231.5
                                                                                  ========    ========     ========    ========
                            December 31, 1997
                            -----------------
<S>                                                                               <C>         <C>         <C>          <C>
U.S. Treasury securities and obligations of U.S. government
 corporations and agencies ....................................................   $  254.5    $    0.2     $    0.1    $  254.6
Obligations of states and political subdivisions ..............................       12.1         1.0          0.0        13.1
Debt securities issued by foreign governments .................................        0.2         0.0          0.0         0.2
Corporate securities ..........................................................      712.7        43.9          2.7       753.9
Mortgage-backed securities ....................................................      113.2         3.5          0.0       116.7
                                                                                  --------    --------     --------    --------
  Total bonds .................................................................   $  254.5    $   48.6     $    2.8    $1,138.5
                                                                                  ========    ========     ========    ========
</TABLE>

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

<TABLE>
<CAPTION>
                                                          Statement    Fair
                                                            Value      Value
                                                          ---------  ---------
                                                             (In millions)
<S>                                                       <C>        <C>
Due in one year or less ...............................   $   57.3    $   59.1
Due after one year through five years .................      283.4       294.1
Due after five years through ten years ................      374.9       388.7
Due after ten years ...................................      217.9       227.4
                                                          --------    --------
                                                             933.5       969.3
Mortgage-backed securities ............................      252.3       262.2
                                                          --------    --------
                                                          $1,185.8    $1,231.5
                                                          ========    ========
</TABLE>

Gross gains of $3.4 million in 1998 and $1.1 million in 1997 and gross losses of
$0.7 million in 1998 and $4.5 million in 1997 were realized from the sale of
bonds.

At December 31, 1998, bonds with an admitted asset value of $8.6 million were on
deposit with state insurance departments to satisfy regulatory requirements.

The cost of common stocks was $2.1 million and $0.0 million at December 31, 1998
and 1997, respectively. At December 31, 1998, gross unrealized appreciation on
common stocks totaled $1.3 million, and gross unrealized depreciation totaled
$0.3 million. The fair value of preferred stock totaled $36.5 million at
December 31, 1998 and $17.2 million at December 31, 1997.

                                       20
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 6--INVESTMENTS--CONTINUED

Bonds with amortized cost of $0.9 million were non-income producing for the
twelve months ended December 31, 1998.

At December 31, 1998, the mortgage loan portfolio was diversified by geographic
region and specific collateral property type as displayed below. The Company
controls credit risk through credit approvals, limits and monitoring procedures.

<TABLE>
<CAPTION>
                          Statement                    Geographic           Statement
    Property Type           Value                    Concentration            Value
    -------------         ---------                  -------------          ---------
                        (In millions)                                     (In millions)
<S>                       <C>                    <C>                        <C>
Apartments ..........      $106.4                East North Central ..       $ 56.4
Hotels ..............         9.6                East South Central ..          0.9
Industrial ..........        71.9                Middle Atlantic .....         26.2
Office buildings ....        78.2                Mountain ............         27.5
Retail ..............        29.6                New England .........         36.9
Agricultural ........        71.5                Pacific .............         96.4
Other ...............        20.9                South Atlantic ......         83.8
                                                 West North Central ..         13.1
                                                 West South Central ..         43.3
                                                 Other ...............          3.6
                           ------                                            ------
                           $388.1                                            $388.1
                           ======                                            ======
</TABLE>

At December 31, 1998, the fair values of the commercial and agricultural
mortgage loans portfolios were $331.3 million and $70.0 million, respectively.
The corresponding amounts as of December 31, 1997 were approximately $243.8
million and $42.0 million, respectively.

The maximum and minimum lending rates for mortgage loans during 1998 were 9.19%
and 6.82% for agricultural loans and 8.88% and 6.56% for other properties.
Generally, the maximum 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

The Company cedes business to reinsurers to share risks under variable life,
universal life and flexible variable life insurance policies for the purpose of
reducing exposure to large losses. Premiums, benefits and reserves ceded to
reinsurers in 1998 were $590.2 million, $21.5 million, and $8.2 million,
respectively. The corresponding amounts in 1997 were $427.4 million, $18.3
million, and $10.1 million, respectively.

                                       21
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 7--REINSURANCE--CONTINUED

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 reinsurer.

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

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

NOTE 8--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

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

<TABLE>
<CAPTION>
                                                                                   Assets (Liabilities)
                                                  Number of Contracts/  -------------------------------------------
                                                    Notional Amounts           1998                     1997
                                                   -----------------    -------------------     -------------------
                                                                        Carrying     Fair       Carrying     Fair
                                                     1998      1997       Value      Value        Value      Value
                                                   -------   -------    --------    -------     --------    -------
                                                                            ($ In millions)
<S>                                                <C>       <C>        <C>         <C>         <C>         <C>
Futures contracts to sell securities ...........       947       367    $  (0.5)    $  (0.5)    $  (0.4)    $  (0.4)
Interest rate swap agreements ..................   $ 365.0   $ 245.0         --       (17.7)         --        (7.8)
Interest rate cap agreements ...................      89.4      89.4        3.1         3.1         1.4         1.4
Currency rate swap agreements ..................      15.8      14.3         --        (3.3)         --        (2.1)
</TABLE>

The Company uses futures contracts, interest rate swap, cap agreements, 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 futures contracts expire in 1999. The interest rate swap agreements expire
in 1999 to 2009. The interest rate cap agreements expire in 2006 to 2007. The
currency rate swap agreements expire in 2006 to 2009.

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

                                       22
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 9--POLICY RESERVES, POLICYHOLDERS' AND BENEFICIARIES' FUNDS AND OBLIGATIONS
        RELATED TO SEPARATE ACCOUNTS

The Company's annuity reserves and deposit fund liabilities that are subject to
discretionary withdrawal, with and without adjustment, are summarized as
follows:

<TABLE>
<CAPTION>
                                                                               December 31, 1998     Percent
                                                                               -----------------     --------
                                                                                 (In millions)
<S>                                                                            <C>                   <C>
Subject to discretionary withdrawal (with adjustment)
  With market value adjustment ..................................................   $    0.9              0.1%
  At book value less surrender charge ...........................................    1,677.9             88.8
                                                                                    --------         --------
     Total with adjustment ......................................................    1,678.8             88.9
Subject to discretionary withdrawal at book value (without adjustment) ..........      203.6             10.8
Not subject to discretionary withdrawal--general account ........................        6.5              0.3
                                                                                    --------         --------
     Total annuity reserves and deposit liabilities .............................   $1,888.9            100.0%
                                                                                    ========         ========
</TABLE>

NOTE 10--COMMITMENTS AND CONTINGENCIES

The Company has extended commitments to purchase long-term bonds and issue real
estate mortgages totaling $5.9 million and $24.8 million, respectively, at
December 31, 1998. The Company monitors the creditworthiness of borrowers under
long-term bond commitments and requires collateral as deemed necessary. If
funded, loans related to real estate mortgages would be fully collateralized by
the related properties. The estimated fair value of the commitments described
above is $32.1 million at December 31, 1998. The majority of these commitments
expire in 1999.

In the normal course of its business operations, the Company is involved with
litigation from time to time with claimants, beneficiaries and others, and a
number of litigation matters were pending as of December 31, 1998. It is the
opinion of management, after consultation with counsel, that the ultimate
liability with respect to these claims, if any, will not materially affect the
financial position or results of operations of the Company.

                                       23
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 11--FAIR VALUE OF FINANCIAL INSTRUMENTS

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

<TABLE>
<CAPTION>
                                           Year Ended December 31
                               ------------------------------------------------
                                         1998                    1997
                               -----------------------   ----------------------
                                 Carrying      Fair       Carrying     Fair
                                  Amount       Value       Amount      Value
                               -----------  ----------   ---------  -----------
                                               (In millions)
<S>                            <C>          <C>          <C>        <C>
Assets
  Bonds--Note 6 ..............  $1,185.8     $1,231.5    $1,092.7    $1,138.5
  Preferred stocks--Note 6 ...      36.5         36.5        17.2        17.2
  Common stocks--Note 6 ......       3.1          3.1         2.3         2.3
  Mortgage loans on real
    estate--Note 6 ...........     388.1        401.3       273.9       285.8
  Policy loans--Note 1 .......     137.7        137.7       106.8       106.8
  Cash and cash
    equivalents--Note 1 ......      19.9         19.9       143.2       143.2
Derivatives assets
 (liabilities) relating
 to:--Note 8
  Futures contracts ..........      (0.5)        (0.5)       (0.4)       (0.4)
  Interest rate swaps ........        --        (17.7)         --        (7.8)
  Currency rate swaps ........        --         (3.3)         --        (2.1)
  Interest rate caps .........       3.1          3.1         1.4         1.4
Liabilities
  Commitments--Note 10 .......        --         32.1          --       194.5
</TABLE>

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

NOTE 12--IMPACT OF YEAR 2000 (UNAUDITED)

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

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

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

                                       24
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 12--IMPACT OF YEAR 2000 (UNAUDITED)--CONTINUED

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

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

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

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

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

                                       25
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 12--IMPACT OF YEAR 2000 (UNAUDITED)--CONTINUED

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

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

                                       26
<PAGE>

               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Contractowners
John Hancock Variable Annuity Account I
  of John Hancock Variable Life Insurance Company

  We have audited the accompanying statement of assets and liabilities of John
Hancock Variable Annuity Account I (the Account) (comprising, respectively, the
Large Cap Growth, Sovereign Bond, Emerging Markets Equity, International Equity
Index (formerly, International Equities), Global Equity, Small Cap Growth,
International Balanced, Mid Cap Growth, Large Cap Value, Money Market, Mid Cap
Value, Diversified Mid Cap Growth (formerly, Special Opportunities), Bond Index,
Small/Mid Cap CORE, Real Estate Equity, Growth & Income, Managed, Short-Term
Bond (formerly, Short-Term U.S. Government), Small Cap Value, International
Opportunities, Equity Index, High Yield Bond, and Strategic Bond Subaccounts) as
of December 31, 1998, and the related statements of operations for the year then
ended, and statements of changes in net assets for each of the periods indicated
therein. These financial statements are the responsibility of the Account's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

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


                                                               ERNST & YOUNG LLP


Boston, Massachusetts
February 10, 1999

                                       27
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                      STATEMENT OF ASSETS AND LIABILITIES

                               DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                             EMERGING
                                                  LARGE       SOVEREIGN       MARKETS     INTERNATIONAL     GLOBAL        SMALL CAP
                                                CAP GROWTH       BOND         EQUITY      EQUITY INDEX      EQUITY         GROWTH
                                                SUBACCOUNT    SUBACCOUNT    SUBACCOUNT     SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
                                               ------------  ------------  -------------  -------------  -------------  ------------
<S>                                            <C>           <C>           <C>            <C>            <C>            <C>
ASSETS
Investment in shares of portfolios of John
 Hancock Variable Series Trust I, at value ..  $182,907,548  $119,873,269  $       2,316   $21,852,953   $     175,224   $28,534,427

Receivable from John Hancock Variable
 Series Trust I .............................       204,147        76,176             --        31,320               7        10,149
                                               ------------  ------------  -------------   -----------   -------------   -----------

Total assets ................................   183,111,695   119,949,445          2,316    21,884,273         175,231    28,544,576


LIABILITIES
Payable to John Hancock Variable Life
 Insurance Company ..........................       196,742        71,318             --        30,435                         9,019

Assets charges payable ......................         7,405         4,859             --           885               7         1,131
                                               ------------  ------------  -------------   -----------   -------------   -----------

Total liabilities ...........................       204,147        76,177             --        31,320               7        10,150
                                               ------------  ------------  -------------   -----------   -------------   -----------

Net assets ..................................  $182,907,548  $119,873,268  $       2,316   $21,852,953   $     175,224   $28,534,426
                                               ============  ============  =============   ===========   =============   ===========

</TABLE>

<TABLE>
<CAPTION>
                                                                                                                       DIVERSIFIED
                                                   INTERNATIONAL    MID CAP     LARGE CAP      MONEY       MID CAP       MID CAP
                                                     BALANCED       GROWTH        VALUE       MARKET        VALUE        GROWTH
                                                    SUBACCOUNT    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT    SUBACCOUNT
                                                   -------------  -----------  -----------  -----------  -----------  -------------
<S>                                                <C>            <C>          <C>          <C>          <C>          <C>
ASSETS
Investment in shares of portfolios of John
 Hancock Variable Series Trust I, at value ......   $8,076,543    $42,447,554  $59,217,888  $80,100,181  $33,912,965   $62,286,493
Receivable from John Hancock Variable Series
 Trust I ........................................       15,289         26,382       34,867    1,458,519       28,255        21,725
                                                    ----------    -----------  -----------  -----------  -----------   -----------
Total assets ....................................    8,091,832     42,473,936   59,252,755   81,558,700   33,941,220    62,308,218

LIABILITIES
Payable to John Hancock Variable Life
 Insurance Company ..............................       14,961         24,727       32,472    1,455,359       26,906        19,241
Assets charges payable ..........................          327          1,655        2,394        3,160        1,349         2,483
                                                    ----------    -----------  -----------  -----------  -----------   -----------
Total liabilities ...............................       15,288         26,382       34,866    1,458,519       28,255        21,724
                                                    ----------    -----------  -----------  -----------  -----------   -----------
Net assets ......................................   $8,076,544    $42,447,554  $59,217,889  $80,100,181  $33,912,965   $62,286,494
                                                    ==========    ===========  ===========  ===========  ===========   ===========
</TABLE>

See accompanying notes.

                                       28
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                     BOND     SMALL/MID   REAL ESTATE   GROWTH AND                  SHORT-TERM
                                    INDEX      CAP CORE     EQUITY        INCOME       MANAGED         BOND
                                  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
                                  ----------  ----------  -----------  ------------  ------------  -------------
<S>                               <C>         <C>         <C>          <C>           <C>           <C>
ASSETS
Investment in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value .........................   $55,800     $65,851    $20,280,578  $477,723,436  $503,203,867   $28,989,913
Receivable from John
 Hancock Variable
 Series Trust I ................         2           2          3,087       265,848       317,216        27,182
                                   -------     -------    -----------  ------------  ------------   -----------
Total assets ...................    55,802      65,853     20,283,665   477,989,284   503,521,083    29,017,095

LIABILITIES
Payable to John
 Hancock Variable Life
 Insurance Company .............        --          --          2,267       246,398       296,735        26,006
Assets charges payable .........         2           2            819        19,450        20,481         1,176
                                   -------     -------    -----------  ------------  ------------   -----------
Total liabilities ..............         2           2          3,086       265,848       317,216        27,182
                                   -------     -------    -----------  ------------  ------------   -----------
Net assets .....................   $55,800     $65,851    $20,280,579  $477,723,436  $503,203,867   $28,989,913
                                   =======     =======    ===========  ============  ============   ===========
</TABLE>

<TABLE>
<CAPTION>
                                    SMALL CAP   INTERNATIONAL    EQUITY     HIGH-YIELD    STRATEGIC
                                      VALUE     OPPORTUNITIES     INDEX        BOND         BOND
                                   SUBACCOUNT    SUBACCOUNT    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
                                   -----------  -------------  -----------  ----------  -------------
<S>                                <C>          <C>            <C>          <C>         <C>
ASSETS
Investment in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value .........................   $23,710,684   $12,490,401   $82,770,312   $277,340    $38,326,070
Receivable from John
 Hancock Variable
 Series Trust I ................        21,937        10,043       110,361      5,005         39,942
                                   -----------   -----------   -----------   --------    -----------
Total assets ...................    23,732,621    12,500,444    82,880,673    282,345     38,366,012

LIABILITIES
Payable to John
 Hancock Variable Life
 Insurance Company .............        20,996         9,536       107,003      4,994         38,397
Assets charges payable .........           940           507         3,358         11          1,545
                                   -----------   -----------   -----------   --------    -----------
Total liabilities ..............        21,936        10,043       110,361      5,005         39,942
                                   -----------   -----------   -----------   --------    -----------
Net assets .....................   $23,710,685   $12,490,401   $82,770,312   $277,340    $38,326,070
                                   ===========   ===========   ===========   ========    ===========
</TABLE>

See accompanying notes.

                                       29
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                            STATEMENT OF OPERATIONS

                          YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                            EMERGING
                                                LARGE CAP    SOVEREIGN       MARKETS      INTERNATIONAL     GLOBAL          SMALL
                                                 GROWTH        BOND           EQUITY      EQUITY INDEX      EQUITY       CAP GROWTH
                                               SUBACCOUNT   SUBACCOUNT     SUBACCOUNT*     SUBACCOUNT     SUBACCOUNT*    SUBACCOUNT
                                               -----------  ------------  --------------  -------------  -------------  ------------

<S>                                            <C>          <C>           <C>             <C>            <C>            <C>
Investment income:
 Distributions received from the portfolios
  of John Hancock Variable Series Trust I ...  $17,754,123  $ 7,843,366   $            2   $3,340,103    $         183   $       --
Expenses:
 Mortality and expense risks ................    1,957,623    1,339,727                1      279,086              116      318,286
                                               -----------  -----------   --------------   ----------    -------------   ----------
Net investment income (loss) ................   15,796,500    6,503,639                1    3,061,017               67     (318,286)

Net realized and unrealized gain (loss) on
 investments:
 Net realized gain ..........................      596,880       19,842               --       46,800                2      140,102
 Net unrealized appreciation (depreciation)
  during the year ...........................   26,342,906     (885,688)              52       53,878            5,970    3,283,665
                                               -----------  -----------   --------------   ----------    -------------   ----------
Net realized and unrealized gain (loss) on
 investments ................................   26,939,786     (865,846)              52      100,678            5,972    3,423,767
                                               -----------  -----------   --------------   ----------    -------------   ----------
Net increase in net assets resulting from
 operations .................................  $42,736,286  $ 5,637,793   $           53   $3,161,695    $       6,039   $3,105,481
                                               ===========  ===========   ==============   ==========    =============   ==========
</TABLE>

<TABLE>
<CAPTION>
                                                  INTERNATIONAL    MID CAP      LARGE       MONEY       MID CAP      DIVERSIFIED MID

                                                    BALANCED       GROWTH     CAP VALUE     MARKET       VALUE         CAP GROWTH
                                                   SUBACCOUNT    SUBACCOUNT   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT       SUBACCOUNT
                                                  -------------  -----------  ----------  ----------  ------------  ----------------

<S>                                               <C>            <C>          <C>         <C>         <C>           <C>
Investment income:
 Distributions received from the portfolios of
  John Hancock Variable Series Trust I .........   $  511,835    $ 3,757,540  $3,049,382  $3,114,820  $   290,965      $1,182,556
Expenses:
 Mortality and expense risks ...................       98,795        404,450     708,823     873,234      464,827         939,491
                                                   ----------    -----------  ----------  ----------  -----------      ----------
Net investment income (loss) ...................      413,040      3,353,090   2,340,559   2,241,586     (173,862)        243,065
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain .............................       53,934        267,464     479,238          --      287,952         539,743
 Net unrealized appreciation (depreciation)
  during the year ..............................      534,703      6,598,290     548,590          --   (5,262,197)      1,329,837
                                                   ----------    -----------  ----------  ----------  -----------      ----------
Net realized and unrealized gain (loss) on
 investments ...................................      588,637      6,865,754   1,027,828          --   (4,974,245)      1,869,580
                                                   ----------    -----------  ----------  ----------  -----------      ----------
Net increase (decrease) in net assets
 resulting from operations .....................   $1,001,677    $10,218,844  $3,368,387  $2,241,586  $(5,148,107)     $2,112,645
                                                   ==========    ===========  ==========  ==========  ===========      ==========
</TABLE>

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

See accompanying notes.

                                       30
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                      STATEMENT OF OPERATIONS (CONTINUED)

                          YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                   BOND       SMALL/MID   REAL ESTATE    GROWTH &                  SHORT-TERM
                                   INDEX      CAP CORE       EQUITY       INCOME       MANAGED        BOND
                                SUBACCOUNT*  SUBACCOUNT*   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT    SUBACCOUNT
                                -----------  -----------  ------------  -----------  -----------  ------------
<S>                             <C>          <C>          <C>           <C>          <C>          <C>
Investment income:
 Distributions
  received from the
  portfolios of John
  Hancock Variable
  Series Trust I .............    $ 821        $   --     $ 1,426,346   $46,369,017  $46,150,491   $1,443,364
Expenses:
 Mortality and expense
  risks ......................       27            30         357,645     5,521,732    6,074,138      350,189
                                  -----        ------     -----------   -----------  -----------   ----------
Net investment income
 (loss) ......................      794           (30)      1,068,701    40,847,285   40,076,353    1,093,175
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain
  (loss) .....................       --            --         452,751     2,147,226      520,784       (2,851)
 Net unrealized
  appreciation
  (depreciation)
  during the year ............     (594)        4,111      (6,429,350)   49,182,595   28,631,287     (149,541)
                                  -----        ------     -----------   -----------  -----------   ----------
Net realized and
 unrealized gain
 (loss) on investments .......     (594)        4,111      (5,976,599)   51,329,820   29,152,071     (152,392)
                                  -----        ------     -----------   -----------  -----------   ----------
Net increase
 (decrease) in net
 assets resulting from
 operations ..................    $ 200        $4,081     $(4,907,898)  $92,177,100  $69,228,424   $  940,783
                                  =====        ======     ===========   ===========  ===========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                  SMALL CAP    INTERNATIONAL    EQUITY     STRATEGIC    HIGH-YIELD
                                    VALUE      OPPORTUNITIES     INDEX        BOND         BOND
                                 SUBACCOUNT     SUBACCOUNT    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT*
                                 ------------  -------------  -----------  ----------  ------------
<S>                              <C>           <C>            <C>          <C>         <C>
Investment income:
 Distributions
  received from the
  portfolios of John
  Hancock
  Variable Series
  Trust I ....................   $   128,297    $  100,807    $ 2,203,164  $1,618,543    $ 1,870
Expenses:
 Mortality and expense
  risks ......................       301,602       167,161        869,509     398,482        227
                                 -----------    ----------    -----------  ----------    -------
Net investment income
 (loss) ......................      (173,305)      (66,354)     1,333,655   1,220,061      1,643
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain ...........       118,285       309,499        863,280      67,380         --
 Net unrealized
  appreciation
  (depreciation)
  during the year ............    (1,752,884)    1,065,442     11,492,991     680,647     (2,081)
                                 -----------    ----------    -----------  ----------    -------
Net realized and
 unrealized gain
 (loss) on investments .......    (1,634,599)    1,374,941     12,356,271     748,027     (2,081)
                                 -----------    ----------    -----------  ----------    -------
Net increase in net
 assets resulting from
 operations ..................   $(1,807,904)   $1,308,587    $13,689,926  $1,968,088    $  (438)
                                 ===========    ==========    ===========  ==========    =======
</TABLE>

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

See accompanying notes.

                                       31
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                      STATEMENTS OF CHANGES IN NET ASSETS

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                                                                  EMERGING
                                             LARGE CAP                                             MARKETS
                                               GROWTH                   SOVEREIGN BOND             EQUITY
                                             SUBACCOUNT                   SUBACCOUNT             SUBACCOUNT
                                     --------------------------   --------------------------   --------------
                                         1998          1997           1998          1997            1998*
                                     ------------   -----------   ------------   -----------   --------------
<S>                                  <C>            <C>           <C>            <C>           <C>
Increase (decrease) in
 net assets:
 From operations:
  Net investment
   income ........................   $ 15,796,500   $ 7,137,066   $  6,503,639   $ 3,113,329    $           1
  Net realized gain
   (loss) ........................        596,880       786,514         19,842        (3,859)              --
  Net unrealized
   appreciation
   (depreciation)
   during the period .............     26,342,906     7,796,536       (885,688)      855,328               52
                                     ------------   -----------   ------------   -----------    -------------
Net increase in net
 assets resulting from
 operations ......................     42,736,286    15,720,116      5,637,793     3,964,798               53
From contractowner
 transactions:
 Net premiums from
  contractowners .................     61,255,494    41,496,489     60,608,173    34,628,042            2,263
 Net benefits to
  contractowners .................    (12,883,332)   (8,939,960)   (10,974,922)   (6,879,517)              --
                                     ------------   -----------   ------------   -----------    -------------
Net increase in net
 assets from
 contractowner
 transactions ....................     48,573,825    32,556,529     49,633,251    27,748,525            2,263
                                     ------------   -----------   ------------   -----------    -------------
Net increase in net
 assets ..........................     91,310,111    48,276,645     55,271,044    31,713,323            2,316
Net assets at
 beginning of period .............     91,597,437    43,320,792     64,602,224    32,888,901                0
                                     ------------   -----------   ------------   -----------    -------------
Net assets at end of
 period ..........................   $182,907,548   $91,597,437   $119,873,268   $64,602,224    $       2,316
                                     ============   ===========   ============   ===========    =============
</TABLE>

<TABLE>
<CAPTION>
                                           INTERNATIONAL           GLOBAL            SMALL CAP
                                           EQUITY INDEX            EQUITY             GROWTH
                                            SUBACCOUNT           SUBACCOUNT         SUBACCOUNT
                                     -------------------------   ----------  --------------------------
                                        1998          1997         1998*        1998           1997
                                     -----------   -----------   ----------  -----------    -----------
<S>                                  <C>           <C>           <C>         <C>            <C>
Increase (decrease) in
 net assets:
 From operations:
  Net investment
   income (loss) .................   $ 3,061,017   $   544,154   $     67    $  (318,286)   $  (170,394)
  Net realized gain
   (loss) ........................        46,800       288,859          2        140,102           (215)
  Net unrealized
   appreciation
   (depreciation)
   during the period .............        53,878    (1,921,926)     5,970      3,283,665      1,522,136
                                     -----------   -----------   --------    -----------    -----------
Net increase
 (decrease) in net
 assets resulting from
 operations ......................     3,161,695    (1,088,913)     6,039      3,105,481      1,351,527
From contractowner
 transactions:
 Net premiums from
  contractowners .................     5,810,313     9,017,873    151,858     10,489,045     11,681,427
 Net benefits to
  contractowners .................    (2,686,378)   (3,672,073)   (17,327)    (2,750,799)    (1,694,340)
                                     -----------   -----------   --------    -----------    -----------
Net increase in net
 assets from
 contractowner
 transactions ....................     3,123,935     5,345,800    169,185      7,738,246      9,987,087
                                     -----------   -----------   --------    -----------    -----------
Net increase in net
 assets ..........................     6,285,630     4,256,887    175,224     10,843,727     11,338,614



Net assets at
 beginning of period .............    15,567,323    11,310,436          0     17,690,699      6,352,085
                                     -----------    ----------    -------    ----------    -----------
Net assets at end of
 period ..........................   $21,852,953   $15,567,323   $175,224    $28,534,426    $17,690,699
                                     ===========   ===========   ========    ===========    ===========
</TABLE>

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

See accompanying notes.

                                       32
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                   INTERNATIONAL                   MID CAP                    LARGE CAP
                                                      BALANCED                     GROWTH                       VALUE
                                                     SUBACCOUNT                  SUBACCOUNT                   SUBACCOUNT
                                             --------------------------   -------------------------   ---------------------------
                                                1998           1997          1998          1997          1998            1997
                                             -----------   ------------   -----------   -----------   -----------    ------------
<S>                                          <C>           <C>            <C>           <C>           <C>            <C>
Increase in net assets:
 From operations:
  Net investment income (loss) ...........   $   413,040   $    181,845   $ 3,353,090   $  (174,873)  $ 2,340,559    $  1,058,702
  Net realized gain ......................        53,934         32,991       267,464        13,737       479,238         101,006
  Net unrealized appreciation
   (depreciation) during the period ......       534,703       (243,991)    6,598,290     2,369,233       548,590       3,430,516
                                             -----------   ------------   -----------   -----------   -----------    ------------
Net increase (decrease) in net assets
 resulting from operations ...............     1,001,677        (29,155)   10,218,844     2,208,097     3,368,387       4,590,224
From contractowner transactions:
 Net premiums from contractowners ........     2,759,717      3,568,364    17,121,728    10,855,031    28,069,792      24,102,289
 Net benefits to contractowners ..........      (998,537)      (680,956)   (2,925,999)   (1,545,917)   (6,737,672)     (2,091,393)
                                             -----------   ------------   -----------   -----------   -----------    ------------
Net increase in net assets from
 contractowner transactions ..............     1,761,180      2,887,408    14,195,730     9,309,114    21,332,120      22,010,896
                                             -----------   ------------   -----------   -----------   -----------    ------------
Net increase in net assets ...............     2,762,857      2,858,253    24,414,574    11,517,211    24,700,507      26,601,120
Net assets at beginning of period ........     5,313,687      2,455,434    18,032,980     6,515,769    34,517,382       7,916,262
                                             -----------   ------------   -----------   -----------   -----------    ------------
Net assets at end of period ..............   $ 8,076,544   $  5,313,687   $42,447,554   $18,032,980   $59,217,889    $ 34,517,382
                                             ===========   ============   ===========   ===========   ===========    ============
</TABLE>

<TABLE>
<CAPTION>
                                                        MONEY                       MID CAP                    DIVERSIFIED
                                                       MARKET                        VALUE                   MID CAP GROWTH
                                                     SUBACCOUNT                   SUBACCOUNT                   SUBACCOUNT
                                             ---------------------------   -------------------------   ----------------------------
                                                 1998           1997          1998          1997           1998            1997
                                             ------------   ------------   -----------   -----------   ------------    ------------
<S>                                          <C>            <C>            <C>           <C>           <C>             <C>
Increase in net assets:
 From operations:
  Net investment income (loss) .........     $  2,241,586   $  1,680,525   $  (173,862)  $ 1,484,019   $    243,065    $  5,650,847
  Net realized gain ....................               --             --       287,952        82,355        539,743       2,044,899
  Net unrealized appreciation
   (depreciation) during the period ....               --             --    (5,262,197)      569,438      1,329,837      (5,571,228)
                                             ------------   ------------   -----------   -----------   ------------    ------------
Net increase (decrease) in net assets
 resulting from operations .............        2,241,586      1,680,525    (5,148,107)    2,135,812      2,112,645       2,124,518
From contractowner transactions:
 Net premiums from contractowners ......       98,467,103     73,848,718    22,741,984    18,163,224      6,796,196      26,936,004
 Net benefits to contractowners ........      (71,851,211)   (58,501,671)   (6,056,909)     (957,896)   (12,759,797)    (16,471,841)
                                             ------------   ------------   -----------   -----------   ------------    ------------
Net increase (decrease) in net assets
 from contractowner transactions .......       26,615,892     15,347,047    16,685,075    17,205,328     (5,963,601)     10,464,163
                                             ------------   ------------   -----------   -----------   ------------    ------------
Net increase (decrease) in net assets ..       28,857,478     17,027,572    11,536,968    19,341,140     (3,850,956)     12,588,681
Net assets at beginning of period ......       51,242,703     34,215,131    22,375,997     3,034,857     66,137,450      53,548,769
                                             ------------   ------------   -----------   -----------   ------------    ------------
Net assets at end of period ............     $ 80,100,181   $ 51,242,703   $33,912,965   $22,375,997   $ 62,286,494    $ 66,137,450
                                             ============   ============   ===========   ===========   ============    ============
</TABLE>

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

See accompanying notes.

                                       33
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                              SMALL/
                                                             MID CAP              REAL ESTATE                   GROWTH &
                                           BOND INDEX          CORE                 EQUITY                       INCOME
                                           SUBACCOUNT       SUBACCOUNT            SUBACCOUNT                   SUBACCOUNT
                                         ---------------  ---------------  -------------------------   ----------------------------
                                             1998*            1998*           1998          1997           1998            1997
                                         ---------------  ---------------  ------------  -----------   -------------  -------------
<S>                                      <C>              <C>              <C>           <C>           <C>            <C>
Increase (decrease) in net assets:
 From operations:
  Net investment income  ..............  $          794   $          (30)  $ 1,068,701   $ 1,238,534   $ 40,847,285    $ 30,590,769
  Net realized gain  ..................              --               --       452,751        79,482      2,147,226         271,143
  Net unrealized appreciation
   (depreciation) during the period ...            (594)           4,111    (6,429,350)    1,363,523     49,182,595      11,923,251
                                         --------------   --------------   -----------   -----------   ------------    ------------
Net increase (decrease) in net assets
 resulting from operations ............             200            4,081    (4,907,898)    2,681,539     92,177,106      42,785,163
From contractowner transactions:
 Net premiums from contractowners  ....          55,600           45,493     7,748,395    15,380,217    155,134,300     136,122,595
 Net benefits to contractowners  ......              --          (16,277)   (7,358,336)   (1,118,876)   (40,616,459)    (17,521,946)
                                         --------------   --------------   -----------    ----------    -----------    ------------
Net increase in net assets from
 contractowner transactions  ..........          55,600           61,770       390,059    14,261,341    114,517,841     118,600,649
                                         --------------   --------------   -----------   -----------   ------------    ------------
Net increase (decrease) in net assets .          55,800           65,851    (4,517,839)   16,942,880    206,694,947     161,385,812
Net assets at beginning of period  ....               0                0    24,798,418     7,855,538    271,028,489     109,642,677
                                         --------------   --------------   -----------   -----------   ------------    ------------
Net assets at end of period  ..........  $       55,800   $       65,851   $20,280,579   $24,798,418   $477,723,436    $271,028,489
                                         ==============   ==============   ===========   ===========   ============    ============
</TABLE>

<TABLE>
<CAPTION>
                                                                                                               SMALL CAP
                                                       MANAGED                  SHORT-TERM BOND                  VALUE
                                                     SUBACCOUNT                   SUBACCOUNT                  SUBACCOUNT
                                             ---------------------------   -------------------------   --------------------------
                                                 1998           1997          1998          1997          1998           1997
                                             ------------   ------------   -----------   -----------   -----------    -----------
<S>                                          <C>            <C>            <C>           <C>           <C>            <C>
Increase (decrease) in net assets:
 From operations:
  Net investment income (loss) ...........   $ 40,076,353   $ 24,307,891   $ 1,093,175   $   685,472   $  (173,305)   $ 1,048,340
  Net realized gain (loss) ...............        520,784        142,549        (2,851)      (19,586)      118,285         68,848
  Net unrealized appreciation
   (depreciation) during the period ......     28,631,287     12,570,799      (149,541)       73,051    (1,752,884)       423,744
                                             ------------   ------------   -----------   -----------   -----------    -----------
Net increase (decrease) in net assets
 resulting from operations ...............     69,228,424     37,021,239       940,783       738,937    (1,807,904)     1,540,932
From contractowner transactions:
 Net premiums from contractowners ........    156,435,907    132,746,067    16,261,342     8,456,544    13,431,726     11,030,307
 Net benefits to contractowners ..........    (40,551,365)   (20,517,998)   (6,781,602)   (3,000,818)   (3,169,232)      (768,487)
                                             ------------   ------------   -----------   -----------   -----------    -----------
Net increase in net assets from
 contractowner transactions ..............    115,884,542    112,228,069     9,479,740     5,455,726    10,262,494     10,261,820
                                             ------------   ------------   -----------   -----------   -----------    -----------
Net increase in net assets ...............    185,112,966    149,249,308    10,420,523     6,194,663     8,454,590     11,802,752
Net assets at beginning of period ........    318,090,901    168,841,593    18,569,390    12,374,727    15,256,095      3,453,343
                                             ------------   ------------   -----------   -----------   -----------    -----------
Net assets at end of period ..............   $503,203,867   $318,090,901   $28,989,913   $18,569,390   $23,710,685    $15,256,095
                                             ============   ============   ===========   ===========   ===========    ===========
</TABLE>

See accompanying notes.

                                       34
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                         INTERNATIONAL
                                         OPPORTUNITIES               EQUITY INDEX
                                          SUBACCOUNT                  SUBACCOUNT
                                   -------------------------   --------------------------
                                      1998          1997          1998           1997
                                   -----------   -----------   -----------    -----------
<S>                                <C>           <C>           <C>            <C>
Increase (decrease) in
 net assets:
 From operations:
  Net investment
   income (loss) ...............   $   (66,354)  $    15,240   $ 1,333,655    $   712,444
  Net realized gain ............       309,499       228,414       863,280        197,333
  Net unrealized
   appreciation
   (depreciation)
   during the period ...........     1,065,442      (446,110)   11,492,991      3,355,409
                                   -----------   -----------   -----------    -----------
Net increase
 (decrease) in net
 assets resulting from
 operations ....................     1,308,587      (202,456)   13,689,926      4,265,186
From contractowner
 transactions:
 Net premiums from
  contractowners ...............     5,947,922     8,632,504    40,459,585     29,273,872
 Net benefits to
  contractowners ...............    (3,502,337)   (3,200,776)   (7,678,477)    (2,339,289)
                                   -----------   -----------   -----------    -----------
Net increase in net
 assets from
 contractowner
 transactions ..................     2,445,585     5,431,728    32,781,108     26,934,583
                                   -----------   -----------   -----------    -----------
Net increase in net
 assets ........................     3,754,172     5,229,272    46,471,034     31,199,769
Net assets at
 beginning of period ...........     8,736,229     3,506,957    36,299,278      5,099,509
                                   -----------   -----------   -----------    -----------
Net assets at end of
 period ........................   $12,490,401   $ 8,736,229   $82,770,312    $36,299,278
                                   ===========   ===========   ===========    ===========
</TABLE>

<TABLE>
<CAPTION>
                                                   HIGH             STRATEGIC
                                                  YIELD               BOND
                                                SUBACCOUNT         SUBACCOUNT
                                                ----------  --------------------------
                                                  1998*        1998           1997
                                                ----------  ------------  ------------
<S>                                             <C>         <C>           <C>
Increase (decrease) in net assets:
 From operations:
  Net investment income .....................   $  1,643    $ 1,220,061    $   769,658
  Net realized gain .........................         --         67,380         11,353
  Net unrealized appreciation
   (depreciation) during the period .........     (2,081)       680,647          6,045
                                                --------    -----------    -----------
Net increase (decrease) in net assets
 resulting from operations ..................       (438)     1,968,088        787,056
From contractowner transactions:
 Net premiums from contractowners ...........    197,134     22,724,287     12,625,333
 Net benefits to contractowners .............    (80,644)    (2,896,766)      (986,296)
                                                --------    -----------    -----------
Net increase in net assets from
 contractowner transactions .................    277,778     19,827,521     11,639,037
                                                --------    -----------    -----------
Net increase in net assets ..................    277,340     21,795,609     12,426,093
Net assets at beginning of period ...........          0     16,530,461      4,104,368
                                                --------    -----------    -----------
Net assets at end of period .................   $277,340    $38,326,070    $16,530,461
                                                ========    ===========    ===========
</TABLE>

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

See accompanying notes.

                                       35
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                         NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

  John Hancock Variable Annuity Account V (the Account) is a separate investment
account of John Hancock Mutual Life Insurance Company (JHMLICO or John Hancock).
The Account was formed to fund variable annuity contracts (Contracts) issued by
JHMLICO. Currently, the Account funds the Accommodator 2000, Independence
Preferred, Market Place Variable Annuity and Independence 2000 contracts. The
Account is operated as a unit investment trust registered under the Investment
Company Act of 1940, as amended, and currently consists of twenty-three
subaccounts. The assets of each subaccount are invested exclusively in shares of
a corresponding Portfolio of John Hancock Variable Series Trust I (the Fund).
New subaccounts may be added as new Portfolios are added to the Fund or as other
investment options are developed and made available to contractowners. The
twenty-three Portfolios of the Fund which are currently available are the Large
Cap Growth, Sovereign Bond, Emerging Markets Equity, International Equity Index
(formerly, International Equities), Global Equity, Small Cap Growth,
International Balanced, Mid Cap Growth, Large Cap Value, Money Market, Mid Cap
Value, Diversified Mid Cap Growth (formerly, Special Opportunities), Bond Index,
Small/Mid Cap CORE, Real Estate Equity, Growth & Income, Managed, Short-Term
Bond (formerly, Short-Term U.S. Government), Small Cap Value, International
Opportunities, Equity Index, High Yield Bond and Strategic Bond Portfolios. Each
Portfolio has a different investment objective.

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

2. SIGNIFICANT ACCOUNTING POLICIES

 Estimates

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

 Valuation of Investments

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

 Federal Income Taxes

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

 Expenses

  JHVLICO assumes mortality and expense risks of the Contracts and provides
administrative services to the Account for which asset charges are deducted at
an annual rate of 1.50%, 1.00% and 1.40% of net assets of the Independence
Preferred, Market Place Variable Annuity, and Independence 2000 Contracts,
respectively.

                                       36
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

  JHVLICO makes certain other deductions from contractowner payments for premium
taxes and sales and withdrawal charges, which are accounted for as a reduction
of net assets resulting from contractowner transactions.

3. DETAILS OF INVESTMENTS

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


<TABLE>
<CAPTION>
               SUBACCOUNT               SHARES OWNED      COST          VALUE
               ----------               ------------  ------------  -------------
      <S>                               <C>           <C>           <C>
      Large Cap Growth ...............    6,982,747   $150,451,172   $182,907,548
      Sovereign Bond .................   12,082,044    120,120,816    119,873,269
      Emerging Markets ...............          327          2,264          2,316
      International Equity Index .....    1,404,381     23,189,239     21,852,953
      Global Equity ..................       17,749        169,254        175,224
      Small Cap Growth ...............    2,197,060     23,886,640     28,534,427
      International Balanced .........      726,016      7,706,291      8,076,543
      Mid Cap Growth .................    2,808,213     33,393,343     42,447,554
      Large Cap Value ................    4,223,729     54,888,975     59,217,888
      Money Market ...................    8,010,018     80,100,181     80,100,181
      Mid Cap Value ..................    2,782,977     38,410,875     33,912,965
      Diversified Mid Cap Growth .....    3,907,655     61,496,198     62,286,493
      Bond Index .....................        5,476         56,394         55,800
      Small/Mid Cap CORE .............        7,302         61,739         65,851
      Real Estate Equity .............    1,627,683     24,164,299     20,280,578
      Growth & Income ................   24,508,272    417,465,409    477,723,436
      Managed ........................   32,181,946    468,704,327    503,203,867
      Short-Term Bond ................    2,885,018     29,127,340     28,989,913
      Small Cap Value ................    2,045,995     24,888,093     23,710,684
      International Opportunities ....    1,022,579     11,723,506     12,490,401
      Equity Index ...................    4,675,568     67,668,207     82,770,312
      Strategic Bond .................    3,615,868     37,636,117     38,326,070
      High-Yield Bond ................       30,044        279,421        277,340
</TABLE>

                                       37
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

<TABLE>
<CAPTION>
                    SUBACCOUNT                  PURCHASES        SALES
                    ----------                 ------------  ------------
      <S>                                      <C>           <C>
      Large Cap Growth .....................   $ 66,907,647   $ 2,537,321
      Sovereign Bond .......................     58,369,465     2,232,575
      Emerging Markets .....................          2,265             1
      International Equity Index ...........      7,459,306     1,274,355
      Global Equity ........................        169,325            73
      Small Cap Growth .....................      8,943,566     1,523,605
      International Balanced ...............      2,910,315       736,137
      Mid Cap Growth .......................     18,584,991     1,036,171
      Large Cap Value ......................     25,411,436     1,738,759
      Money Market .........................     67,297,698    38,440,220
      Mid Cap Value ........................     18,534,581     2,023,369
      Diversified Mid-Cap Growth ...........      3,720,893     9,441,429
      Bond Index ...........................         56,420            26
      Small/Mid Cap CORE ...................         61,758            19
      Real Estate Equity ...................      6,014,732     4,555,975
      Growth & Income ......................    163,585,966     8,220,839
      Managed ..............................    160,402,861     4,441,965
      Short-Term Bond ......................     15,814,484     5,241,569
      Small Cap Value ......................     11,258,110     1,168,921
      International Opportunities ..........      5,247,357     2,868,127
      Equity Index .........................     36,593,143     2,478,379
      Strategic Bond .......................     22,408,429     1,360,846
      High Yield Bond ......................        279,476            55
</TABLE>

                                       38
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

4. NET ASSETS

  Accumulation shares attributable to net assets of contractowners and
accumulation share values for each subaccount at December 31, 1998 were as
follows:

<TABLE>
<CAPTION>
                                       INDEPENDENCE PREFERRED           MARKETPLACE            INDEPENDENCE PREFERRED
                                     --------------------------  --------------------------  ----------------------------
                                     ACCUMULATION  ACCUMULATION  ACCUMULATION  ACCUMULATION  ACCUMULATION   ACCUMULATION
         SUBACCOUNT                     SHARES     SHARE VALUES     SHARES     SHARE VALUES     SHARES      SHARE VALUES
         ----------                  ------------  ------------  ------------  ------------  ------------  --------------
<S>                                  <C>           <C>           <C>           <C>           <C>           <C>
Large Cap Growth  .................    5,998,713     $26.385         7,430       $16.825        610,045       $39,895
Sovereign Bond  ...................    7,060,247      13.828        28,119        11.570      1,173,339        18.679
Emerging Markets Equity ...........           --       9.265            --         9.269            250         9.266
International Equity Index ........    1,463,435      13.293         2,769        11.519        147,513        16.074
Global Equity .....................        2,335      10.300            --        10.305         14,675        10.301
Small Cap Growth  .................   19,911,189      12.506         4,165        14.599        364,599        12.540
International Balanced  ...........      575,695      12.418           666        12.024         73,871        12.451
Mid Cap Growth  ...................    2,121,920      16.012         4,598        17.890        523,041        16.054
Large Cap Value ...................    3,121,477      15.371        10,820        13.122        719,821        15.413
Money Market  .....................    4,529,599      11.652        73,430        10.749      1,976,595        13.423
Mid Cap Value .....................    2,147,209      13.091        19,554        10.910        425,962        13.126
Diversified Mid Cap Growth ........    3,371,066      18.106         2,099        12.516         67,121        18.157
Bond Index  .......................        4,781      10.003            --        10.007            798        10.004
Small/Mid Cap CORE  ...............           13      10.695            --        10.699          6,144        10.695
Real Estate Equity  ...............    1,376,429      14.084         7,624         9.797         39,674        20.663
Growth & Income ...................   16,623,489      25.336        52,307        15.653      1,505,823        37.010
Managed ...........................   23,584,757      18.728        14,160        13.653      2,360,737        25.980
Short-Term Bond ...................    1,965,016      12.160         9,164        10.939        409,683        12.193
Small Cap Value ...................    1,605,546      12.525         7,492        11.808        279,710        12.558
International Opportunities .......      926,001      12.116         2,004        11.530        102,682        12.149
Equity Index  .....................    3,637,757      18.720        36,621        15.494        751,303        18.770
High Yield Bond ...................       11,612       9.886            --         9.890         16,441         9.887
Strategic Bond  ...................    2,327,990      12.204        11,999        11.587        797,395        12.237
</TABLE>

5. TRANSACTIONS WITH AFFILIATES

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

6. IMPACT OF YEAR 2000 (UNAUDITED)

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

                                       39
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

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

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

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

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

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

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

                                       40
<PAGE>

                    JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

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

                                       41


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