As filed with the Securities and Exchange Commission on February 13, 2002

                                             Registration No. 333-73072
                                                              ---------
________________________________________________________________________________


                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            -----------------------

                                    FORM S-6

                       REGISTRATION STATEMENT UNDER THE
                            SECURITIES ACT OF 1933                    [ ]
                          PRE-EFFECTIVE AMENDMENT NO.1                [X]
                          POST-EFFECTIVE AMENDMENT NO.                [ ]
                             ----------------------

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

                      JOHN HANCOCK LIFE INSURANCE COMPANY
                              (Name of depositor)

                               JOHN HANCOCK PLACE
                INSURANCE & SEPARATE ACCOUNTS DEPT.-LAW SECTOR
                          BOSTON, MASSACHUSETTS 02117
         (Complete address of depositor's principal executive offices)
                              --------------------

                            RONALD J. BOCAGE, ESQ.
                INSURANCE & SEPARATE ACCOUNTS DEPT.-LAW SECTOR
                      JOHN HANCOCK LIFE INSURANCE COMPANY
                       JOHN HANCOCK PLACE, BOSTON, 02117
                (Name and complete address of agent for service)
                              --------------------

                                    Copy to:
                           THOMAS C. LAUERMAN, ESQ.
                                Foley & Lardner
                              3000 K Street, N.W.
                            Washington, D.C.  20007
                             --------------------

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

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

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




                       Prospectus dated February __, 2002

- --------------------------------------------------------------------------------
                         VARIABLE ESTATE PROTECTION EDGE
- --------------------------------------------------------------------------------

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


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




Variable Investment Option       Managed By
- --------------------------       ----------

                              
Equity Index ................... SSgA Funds Management, Inc.
Growth & Income ................ Independence Investment LLC and Putnam Investment Management, LLC
Large Cap Value ................ T. Rowe Price Associates, Inc.
Large Cap Value CORE(SM) ....... Goldman Sachs Asset Management
Large Cap Growth ............... Independence Investment LLC
Large Cap Aggressive Growth .... Alliance Capital Management L.P.
Large/Mid Cap Value ............ Wellington Management Company, LLP
Fundamental Growth ............. Putnam Investment Management, LLC
Mid Cap Growth ................. Janus Capital Corporation
Small/Mid Cap CORE(SM) ......... Goldman Sachs Asset Management
Small/Mid Cap Growth ........... Wellington Management Company, LLP
Small Cap Equity ............... Capital Guardian Trust Company
Small Cap Value ................ T. Rowe Price Associates, Inc.
Small Cap Growth ............... John Hancock Advisers, Inc.
V.A. Relative Value ............ John Hancock Advisers, Inc.
AIM V.I. Value ................. A I M Advisors, Inc.
AIM V.I. Growth ................ A I M Advisors, Inc.
Fidelity VIP Growth ............ Fidelity Management and Research Company
Fidelity VIP Contrafund(R) ..... Fidelity Management and Research Company
MFS Investors Growth Stock ..... MFS Investment Management(R)
MFS Research ................... MFS Investment Management(R)
MFS New Discovery .............. MFS Investment Management(R)
International Equity Index ..... Independence Investment LLC
International Opportunities .... T. Rowe Price International, Inc.
International Equity ........... Goldman Sachs Asset Management
Emerging Markets Equity ........ Morgan Stanley Investment Management Inc.
Janus Aspen Worldwide Growth ... Janus Capital Corporation
Real Estate Equity ............. Independence Investment LLC and Morgan Stanley Investment Management Inc.
Health Sciences ................ Putnam Investment Management, LLC
V.A. Financial Industries ...... John Hancock Advisers, Inc.
Janus Aspen Global Technology .. Janus Capital Corporation
Managed ........................ Independence Investment LLC and Capital Guardian Trust Company
Global Balanced ................ Capital Guardian Trust Company
Short-Term Bond ................ Independence Investment LLC
Bond Index ..................... Mellon Bond Associates, LLP
Active Bond .................... John Hancock Advisers, Inc.
V.A. Strategic Income .......... John Hancock Advisers, Inc.
High Yield Bond ................ Wellington Management Company, LLP
Global Bond .................... Capital Guardian Trust Company
Money Market ................... Wellington Management Company, LLP




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

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

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

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


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

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



                       John Hancock Life Servicing Office
                       ----------------------------------

     Express Delivery                               U.S. Mail
     ----------------                               ---------
   529 Main Street (X-4)                          P.O. Box 111
   Charlestown, MA 02129                        Boston, MA 02117



                              Phone: 1-800-732-5543


                               Fax: 1-617-886-3048

                                        2



                            GUIDE TO THIS PROSPECTUS


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

     This prospectus is arranged in the following way:

          .    The section which follows is called "Basic Information". It
               contains basic information about the policy in a question and
               answer format. You should read the Basic Information before
               reading any other section of the prospectus.

          .    Behind the Basic Information section are illustrations of
               hypothetical policy benefits that help clarify how the policy
               works. These start on page 24.

          .    Behind the illustrations is a section called "Additional
               Information." This section gives more details about the policy.
               It generally does not repeat information contained in the Basic
                                 ---
               Information section. A table of contents for the Additional
               Information section appears on page 33.

          .    Behind the Additional Information section are the financial
               statements for us and for the Separate Account that we use for
               this policy. These start on page 47.

          .    Finally, there is an Alphabetical Index of Key Words and Phrases
               at the back of the prospectus on page 188.

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

                                        3



                                BASIC INFORMATION

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




Question                                                                              Beginning on page
- --------                                                                              -----------------

                                                                                   
 .What is the policy? ...............................................................           5

 .Who owns the policy? ..............................................................           5

 .How can you invest money in the policy? ...........................................           5

 .Is there a minimum amount you must invest? ........................................           6

 .How will the value of your investment in the policy change over time? .............           8

 .What charges will we deduct from your investment in the policy? ...................           9

 .What charges will the Series Funds deduct from your investment in the
   policy? .........................................................................          11

 .What other charges can we impose in the future? ...................................          14

 .How can you change your policy's investment allocations? ..........................          14

 .How can you access your investment in the policy? .................................          15

 .How much will we pay when the last insured person dies? ...........................          16

 .Can you add optional benefit riders? ..............................................          18

 .How can you change your policy's insurance coverage? ..............................          19

 .Can you cancel your policy after it's issued? .....................................          20

 .Can you choose the form in which we pay out policy proceeds? ......................          20

 .To what extent can we vary the terms and conditions of the
   policies in particular cases? ...................................................          21

 .How will your policy be treated for income tax purposes? ..........................          21

 .How do you communicate with us? ...................................................          22


                                        4



What is the policy?

     This is a so-called "survivorship" policy that provides coverage on two
insured persons. The policy's primary purpose is to provide lifetime protection
against economic loss due to the death of the last surviving insured person. If
the life insurance protection is provided under a master group policy, the term
"policy" as used in this prospectus refers to the certificate you will be issued
and not to the master group policy. The value of the amount you have invested
under the policy may increase or decrease daily based upon the investment
results of the variable investment options that you choose. The amount we pay to
the policy's beneficiary upon the death of the last surviving insured person (we
call this the "death benefit") may be similarly affected.

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

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

          .    Borrow or withdraw amounts you have in the investment options

          .    Change the beneficiary who will receive the death benefit

          .    Change the amount of insurance

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

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

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

Who owns the policy?

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

How can you invest money in the policy?

Premium Payments

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

                                        5



Maximum premium payments

     Federal tax law limits the amount of premium payments you can make relative
to the amount of your policy's insurance coverage. We will not knowingly accept
any amount by which a premium payment exceeds the maximum. If you exceed certain
other limits, the law may impose a penalty on amounts you take out of your
policy. More discussion of these tax law requirements begins on page 41. Also,
we may refuse to accept any amount of an additional premium if:

          .    that amount of premium would increase our insurance risk
               exposure, and

          .    the insured persons don't provide us with adequate evidence that
               they continue to meet our requirements for issuing insurance.

In no event, however, will we refuse to accept any premium necessary to prevent
the policy from terminating or to keep the guaranteed death benefit feature in
effect.

Ways to pay premiums

     If you pay premiums by check or money order, they must be drawn on a U.S.
bank in U.S. dollars and made payable to "John Hancock Life." We will not accept
credit card checks. We will not accept starter or third party checks if they
fail to satisfy our administrative requirements. Premiums after the first must
be sent to the John Hancock Life Servicing Office at the appropriate address
shown on page 2 of this prospectus.

     We will also accept premiums:

          .    by wire or by exchange from another insurance company,

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

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

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

Is there a minimum amount you must invest?

Planned Premiums

     The Policy Specifications page of your policy will show the "Planned
Premium" for the policy. You choose this amount in the policy application. You
will also choose how often to pay premiums--annually, semi-annually, quarterly
or monthly. The premium reminder notice we send you is based on the amount and
period you choose. However, payment of Planned Premiums is not necessarily
required. You need only invest enough to keep the policy in force (see
"Guaranteed death benefit feature" on page 7 and "Lapse and reinstatement" on
page 8).

                                        6



Guaranteed death benefit feature

     This feature guarantees that your Basic Sum Insured will not terminate
(i.e., "lapse"), regardless of adverse investment performance, if on each "grace
period testing date" the amount of cumulative premiums you have paid (less all
withdrawals from the policy and all outstanding loans) equals or exceeds the sum
of all Guaranteed Death Benefit Premium ("GDB Premium") due to date. For the
first 5 policy years, the same applies to any amount of Additional Sum Insured.
If the Guaranteed Death Benefit test is not satisfied on any grace period
testing date, the guaranteed death benefit feature will not be "in effect" on
that date. We currently test on a quarterly basis, but reserve the right to test
on each monthly deduction date. (The term "monthly deduction date" is defined on
page 35 under "Procedures for issuance of a policy".)

     Your policy will show two types of GDB Premium (or such other types as
permitted by your state):

          .    5 Year GDB Premium - This is used on each grace period testing
               date until the 5th policy anniversary. The total GDB Premium that
               is "due to date" on any grace period testing date during this
               period is equal to the 5 Year GDB Premium times the number of
               elapsed policy months from the policy's date of issue through the
               grace period testing date.

          .    Age 100 GDB Premium - This is used on each grace period testing
               date that occurs on and after the 5th policy anniversary until
               the policy anniversary nearest the younger insured person's 100th
               birthday (regardless of whether such younger insured person
               remains alive until that policy anniversary). The total GDB
               Premium that is "due to date" on any grace period testing date
               during this period is equal to the Age 100 GDB Premium times the
               number of elapsed policy months from the policy's date of issue
               through the grace period testing date.

     The Age 100 GDB Premium is higher than the 5 Year GDB Premium, but neither
of them will ever be greater than the so-called "guideline premium" for the
policy as defined in Section 7702 of the Internal Revenue Code.

     For the first 5 policy years, the guaranteed death benefit feature applies
to both the Basic Sum Insured and Additional Sum Insured then in effect and any
riders then in effect. On the 5th policy anniversary and thereafter, the
guaranteed death benefit feature applies only to the Basic Sum Insured in effect
when we issue the policy and does not apply to any amount of Additional Sum
Insured or any rider benefits. If you increase the Total Sum Insured (see "How
much will we pay when the last insured person dies?" on page 16), the guaranteed
death benefit feature will cease to be in effect on the date such increase takes
effect or the 5th policy anniversary, whichever is later. If there is a decrease
in the Total Sum Insured or a change in death benefit option, the 5 Year GDB
Premium and the Age 100 GDB Premium may be changed. In making any "due date"
calculation described above after the effective date of the change, the old GDB
Premium will apply up to the effective date of the change and the new GDB
Premium will be multiplied by the number of elapsed policy months from the
effective date of the change through the grace period testing date.

                                        7



     If there are monthly charges that remain unpaid because of this guaranteed
death benefit feature, we will deduct such charges when there is sufficient
account value to pay them.

     If an insufficient amount of GDB Premium has been paid on a grace period
testing date, and your policy would lapse for failure to pay charges then due,
we will provide you with a notification as described in the next section, "Lapse
and reinstatement".

Lapse and reinstatement

     Either your entire policy or the Additional Sum Insured portion of your
Total Sum Insured can lapse for failure to pay charges due under the policy.
During the first 5 policy years, there can be no lapse of any kind if the
guaranteed death benefit feature is in effect. If the guaranteed death benefit
feature is in effect after the 5th policy year, the Additional Sum Insured and
any optional benefit riders (unless otherwise stated therein) will be in default
and may lapse if the policy's surrender value is not sufficient to pay the
charges on a grace period testing date. If the guaranteed death benefit feature
is not in effect, the entire policy will be in default and may lapse if the
policy's surrender value is not sufficient to pay the charges on a grace period
testing date. In either case, we will notify you of how much you will need to
pay to keep the Additional Sum Insured or the policy in force. You will have a
61 day "grace period" to make these payments. If you pay these amounts during
the grace period, you may also continue the guaranteed death benefit
feature by paying the necessary amount of GDB Premiums.

      If you don't pay at least the required amount by the end of the grace
period, the Additional Sum Insured and any optional benefit riders (unless
otherwise stated therein) or your policy, as the case may be, will lapse. If
your policy lapses, all coverage under the policy will cease. Even if the policy
or the Additional Sum Insured terminates in this way, you can still reactivate
(i.e., "reinstate") it within 3 years from the beginning of the grace period.
You will have to provide evidence that the surviving insured persons still meet
our requirements for issuing coverage. You will also have to pay a minimum
amount of premium and be subject to the other terms and conditions applicable to
reinstatements, as specified in the policy. If the guaranteed death benefit is
not in effect and the last surviving insured person dies during the grace
period, we will deduct any unpaid monthly charges from the death benefit. During
a grace period, you cannot make a partial withdrawal or policy loan.

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

     From each premium payment you make, we deduct the charges described under
"Deductions from premium payments" below. We invest the rest in the investment
options you've elected. Special investment rules apply to premiums processed
prior to the 20th day after your policy becomes effective. (See "Commencement of
investment performance" beginning on page 36.)

     Over time, the amount you've invested in any variable investment option
will increase or decrease the same as if you had invested the same amount
directly in the corresponding fund of a Series Fund and had reinvested all fund
dividends and distributions in additional fund shares; except that we will
deduct certain additional charges which will reduce your account value. We

                                        8



describe these charges under "What charges will we deduct from your investment
in the policy?" below.

     The amount you've invested in the fixed investment option will earn
interest at a rate we declare from time to time. We guarantee that this rate
will be at least 4%. If you want to know what the current declared rate is, just
call or write to us. The current declared rate will also appear in the annual
statement we will send you. Amounts you invest in the fixed investment option
will not be subject to the asset-based risk charge described on page 10.
Otherwise, the charges applicable to the fixed investment option are the same as
those applicable to the variable investment options.

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

          .    the amount you invested,

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

          .    minus all charges we deduct, and

          .    minus all withdrawals you have made.

If you take a loan on the policy, however, your account value will be computed
somewhat differently. This is discussed on page 38.

What charges will we deduct from your investment in the policy?

Deductions from premium payments

 .    Tax charge - A charge to cover state premium taxes we currently expect to
     ----------
     pay, on average, and the increased Federal income tax burden that we
     currently expect will result from receipt of premiums. This charge is
     currently 3.60% of each premium.

 .    Premium sales charge - A charge to help defray our sales costs. The charge
     --------------------
     is 5% of the premium you pay in all policy years. We currently intend to
     stop making this charge on premiums received after the 10th policy year,
     but this is not guaranteed. Because policies of this type were first
     offered for sale in the year 2001, no termination of this charge has yet
     occurred.

Deductions from account value

 .    Issue charge - A monthly charge made for the first four policy years to
     ------------
     help defray our sales and administrative costs. Part of the charge is a
     percentage of the "Target Premium" and will be the same regardless of the
     amount of premium actually paid. The percentage will vary depending upon
     the proportion of Additional Sum Insured at issue and will never be greater
     than 1.833%. The Target Premium is determined at the time the policy is
     issued and appears in the "Policy Specifications" section of the policy. In
     general, the greater the proportion of Additional Sum Insured at issue, the
     lower the Target Premium. The other part of the charge is an amount per
     thousand of Basic Sum

                                        9



     Insured at issue. This amount will vary depending upon the proportion of
     Additional Sum Insured at issue and will never be greater than 5 cents.
     In general, the greater the proportion of Additional Sum Insured at issue,
     the lower the amount per thousand.

 .    Maintenance charge - A monthly charge to help defray our administrative
     ------------------
     costs. This is a flat dollar charge of up to $12 (currently $9) during all
     policy years.

 .    Insurance charge - A monthly charge for the cost of insurance. To determine
     ----------------
     the charge, we multiply the amount of insurance for which we are at risk by
     a cost of insurance rate. The rate is derived from an actuarial table and
     the ratio of Basic Sum Insured to Additional Sum Insured on the date we
     issue your policy. The table in your policy will show the maximum cost of
     insurance rates. The cost of insurance rates that we currently apply are
     generally less than the maximum rates. We will review the cost of insurance
     rates at least every 5 years and may change them from time to time.
     However, those rates will never be more than the maximum rates shown in the
     policy. The table of rates we use will depend on the insurance risk
     characteristics and (usually) gender of each of the insured persons, the
     Total Sum Insured and the length of time the policy has been in effect.
     Regardless of the table used, cost of insurance rates generally increase
     each year that you own your policy, as each insured person's attained age
     increases. (An insured person's "attained age" on any date is his or her
     age on the birthday nearest that date.) The insurance charge is not
     affected by the death of the first insured person to die. The insurance
     charge for death benefit Option B will tend to be higher than the insurance
     charge for death benefit Option A (see "How much will we pay when the last
     insured person dies?" on page 16).

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

 .    Asset-based risk charge - A monthly charge for mortality and expense risks
     -----------------------
     we assume. The charge is a percentage of that portion of your account value
     allocated to variable investment options. The current percentage on the
     first $25,000 of account value allocated to variable investment options is
     .0501%. We guarantee that this percentage will never exceed .0501%. The
     current percentages on the account value allocated to the variable
     investment options in excess of $25,000 are .0501% for policy years 1
     through 10, .0167% for policy years 11 through 20, and .0083% for policy
     years 21 and thereafter. We guarantee that these percentages will never
     exceed .0501 % for all policy years. This charge does not apply to the
     fixed investment option.

 .    Optional benefits charge - Monthly charges for certain optional insurance
     ------------------------
     benefits added to the policy by means of a rider. Some of the riders we
     currently offer are described under "Can you add optional benefit riders?"
     on page 18.

 .    Contingent deferred sales charge ("CDSC") - A charge we deduct if the
     -----------------------------------------
     policy lapses or is surrendered within the first 14 policy years. We deduct
     this charge to compensate us for sales expenses that we would otherwise not
     recover in the event of early lapse or surrender. The charge is a
     percentage of the premiums we received in the first policy year that do not
     exceed the first year Target Premium, as shown in the following table:

                                       10



 Policy Year(s)         Percentage of Premiums Received
 --------------         -------------------------------

   1                                  100%
   2                                   93%
   3                                   86%
   4                                   79%
   5                                   71%
   6                                   64%
   7                                   57%
   8                                   50%
   9                                   43%
   10                                  36%
   11                                  29%
   12                                  21%
   13                                  14%
   14                                   7%
   15 and later                         0%

The percentages may be lower for older issue ages due to certain state law
restrictions. A pro-rata portion of the CDSC may also be charged in the case of
certain types of withdrawals (see "Partial withdrawals" on page 15)

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

What charges will the Series Funds deduct from your investment in the policy?

     The funds must pay investment management fees and other operating expenses.
These fees and expenses are different for each fund and reduce the investment
return of each fund. Therefore, they also indirectly reduce the return you will
earn on any variable investment options you select. We may also receive payments
from a fund or its affiliates at an annual rate of up to approximately 0.35% of
the average net assets that holders of our variable life insurance policies and
variable annuity contracts have invested in that fund. Any such payments do not,
however, result in any charge to you in addition to what is disclosed below.

     The following figures for the funds are based on historical fund expenses,
as a percentage (rounded to two decimal places) of each fund's average daily net
assets for 2000, except as indicated in the Notes appearing at the end of this
table. Expenses of the funds are not fixed or specified under the terms of the
policy, and those expenses may vary from year to year.



                                                                                            Total Fund       Total Fund
                                         Investment   Distribution and   Other Operating     Operating        Operating
                                         Management       Service         Expenses With    Expenses With   Expenses Absent
Fund Name                                    Fee        (12b-1) Fees      Reimbursement    Reimbursement    Reimbursement
- ---------                                ----------   ----------------   ---------------   -------------   ---------------

John Hancock Variable Series
   Trust I (Note 1):
                                                                                            
Equity Index .........................      0.13%            N/A              0.06%            0.19%            0.19%
Growth & Income ......................      0.68%            N/A              0.08%            0.76%            0.76%


                                       11





                                                                                            Total Fund       Total Fund
                                         Investment   Distribution and   Other Operating     Operating        Operating
                                         Management       Service         Expenses With    Expenses With   Expenses Absent
Fund Name                                    Fee        (12b-1) Fees      Reimbursement    Reimbursement    Reimbursement
- ---------                                ----------   ----------------   ---------------   -------------   ---------------

                                                                                            
Large Cap Value ......................      0.75%            N/A              0.05%            0.80%            0.80%
Large Cap Value CORE(SM) .............      0.75%            N/A              0.10%            0.85%            1.09%
Large Cap Growth .....................      0.36%            N/A              0.10%            0.46%            0.46%
Large Cap Aggressive Growth ..........      0.90%            N/A              0.10%            1.00%            1.05%
Large/Mid Cap Value ..................      0.95%            N/A              0.10%            1.05%            1.36%
Fundamental Growth* ..................      0.90%            N/A              0.10%            1.00%            1.04%
Mid Cap Growth .......................      0.92%            N/A              0.04%            0.96%            0.96%
Small/Mid Cap CORE(SM) ...............      0.80%            N/A              0.10%            0.90%            1.23%
Small/Mid Cap Growth .................      0.97%            N/A              0.10%            1.07%            1.07%
Small Cap Equity* ....................      0.90%            N/A              0.10%            1.00%            1.03%
Small Cap Value* .....................      0.95%            N/A              0.10%            1.05%            1.29%
Small Cap Growth .....................      1.05%            N/A              0.07%            1.12%            1.12%
International Equity Index ...........      0.18%            N/A              0.10%            0.28%            0.37%
International Opportunities ..........      1.13%            N/A              0.10%            1.23%            1.39%
International Equity .................      1.20%            N/A              0.10%            1.30%            1.96%
Emerging Markets Equity ..............      1.50%            N/A              0.10%            1.60%            2.77%
Real Estate Equity ...................      1.01%            N/A              0.09%            1.10%            1.10%
Health Sciences ......................      1.00%            N/A              0.10%            1.10%            1.10%
Managed ..............................      0.66%            N/A              0.09%            0.75%            0.75%
Global Balanced ......................      1.05%            N/A              0.10%            1.15%            1.44%
Short-Term Bond ......................      0.60%            N/A              0.06%            0.66%            0.66%
Bond Index ...........................      0.15%            N/A              0.10%            0.25%            0.27%
Active Bond ..........................      0.62%            N/A              0.10%            0.72%            0.74%
High Yield Bond ......................      0.80%            N/A              0.10%            0.90%            1.02%
Global Bond ..........................      0.85%            N/A              0.10%            0.95%            1.05%
Money Market .........................      0.25%            N/A              0.04%            0.29%            0.29%

John Hancock Declaration Trust
   (Note 2):
V.A. Relative Value ..................      0.60%            N/A              0.19%            0.79%            0.79%
V.A. Financial Industries ............      0.80%            N/A              0.10%            0.90%            0.90%
V.A. Strategic Income ................      0.60%            N/A              0.16%            0.76%            0.76%

AIM Variable Insurance Funds:
AIM V.I. Value .......................      0.61%            N/A              0.23%            0.84%            0.84%
AIM V.I. Growth ......................      0.61%            N/A              0.22%            0.83%            0.83%

Variable Insurance Products Fund
   - Service Class (Note 3):
Fidelity VIP Growth ..................      0.57%            0.10%            0.09%            0.76%            0.76%

Variable Insurance Products Fund
   II - Service Class (Note 3):
Fidelity VIP Contrafund(R) ...........      0.57%            0.10%            0.09%            0.76%            0.76%

MFS Variable Insurance Trust -
   Initial Class Shares (Note 4):
MFS Investors Growth Stock* ..........      0.75%            0.00%            0.16%            0.91%            0.92%
MFS Research .........................      0.75%            0.00%            0.10%            0.85%            0.85%
MFS New Discovery ....................      0.90%            0.00%            0.16%            1.06%            1.09%

Janus Aspen Series - Service Shares
   Class (Note 5):
Janus Aspen Worldwide Growth .........      0.65%            0.25%            0.05%            0.95%            0.95%
Janus Aspen Global Technology ........      0.65%            0.25%            0.04%            0.94%            0.94%


                                              12



Notes to Fund Expense Table

     (1)  Under its current investment management agreements with the John
          Hancock Variable Series Trust I, John Hancock Life Insurance Company
          reimburses a fund when the fund's "other fund expenses" exceed 0.10%
          of the fund's average daily net assets. Percentages shown for the
          Health Sciences Fund are estimates because the fund was not in
          operation in 2000. Percentages shown for the Growth & Income,
          Fundamental Growth, Small Cap Equity, Real Estate Equity, Managed,
          Global Balanced, Active Bond and Global Bond funds are calculated as
          if the current management fee schedules (which became effective as to
          these funds on November 1, 2000) were in effect for all of 2000.
          Percentages shown for the Small Cap Value and Large Cap Value funds
          are calculated as if the current management fee schedules (which
          became effective as to these funds on May 1, 2001) were in effect for
          all of 2000. Percentages shown for the Mid Cap Growth, Small/Mid Cap
          Growth, Small Cap Growth, International Opportunities, International
          Equity, Emerging Markets Equity, Short-Term Bond and High Yield Bond
          funds are calculated as if the current management fee schedules (which
          became effective as to these funds on October 1, 2001) were in effect
          for all of 2000. "CORE(SM)" is a service mark of Goldman, Sachs & Co.

     *    Fundamental Growth was formerly "Fundamental Mid Cap Growth," Small
          Cap Equity was formerly "Small Cap Value," and Small Cap Value was
          formerly "Small/Mid Cap Value."

     (2)  Percentages shown for John Hancock Declaration Trust funds reflect the
          investment management fees currently payable and other fund expenses
          allocated in 2000. John Hancock Advisers, Inc. has agreed to limit
          temporarily other expenses of each fund to 0.25% of the fund's average
          daily assets, at least until April 30, 2002.

     (3)  Actual annual class operating expenses were lower for each of the
          Fidelity VIP funds shown because a portion of the brokerage
          commissions that the fund paid was used to reduce the fund's expenses,
          and/or because through arrangements with the fund's custodian, credits
          realized as a result of uninvested cash balances were used to reduce a
          portion of the fund's expenses. See the accomanying prospectus of the
          fund for details.

     (4)  MFS Variable Insurance Trust funds have an expense offset arrangement
          which reduces each fund's custodian fee based upon the amount of cash
          maintained by the fund with its custodian and dividend disbursing
          agent. Each fund may enter into other such arrangements and directed
          brokerage arrangements, which would also have the effect of reducing
          the fund's expenses. "Other Operating Expenses" do not take into
          account these expense reductions, and are therefore higher than the
          actual expenses of the funds. Had these fee reductions been taken into
          account, total Fund Operating Expenses with Reimbursement would equal
          0.90% for MFS Investors Growth Stock, 0.84% for MFS Research and 1.05%
          for MFS New Discovery. MFS Investment Management(R) (also doing
          business as Massachusetts Financial Services Company) has
          contractually agreed, subject to reimbursement, to bear expenses for
          the MFS Investors Growth Stock and New Discovery funds, such that the
          funds' "Other Expenses" (after taking into account the expense offset
          arrangement describe above) do not exceed 0.15% for Investors Growth
          Stock and 0.15% for New Discovery of the average daily net assets
          during the current fiscal year.

     *    MFS Investors Growth Stock was formerly "MFS Growth."

     (5)  Percentages shown for Janus Aspen funds are based upon expenses for
          the fiscal year ended December 31, 2000, restated to reflect a
          reduction in the management fee for the Worldwide Growth fund.
          Expenses are shown without the effect of any expense offset
          arrangement.

                                       13



What other charges could we impose in the future?

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

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

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

How can you change your policy's investment allocations?

Future premium payments

     At any time, you may change the investment options in which future premium
payments will be invested. You make the original allocation in the application
for the policy. The percentages you select must be in whole numbers and must
total 100%.

Transfers of existing account value

     You may also transfer your existing account value from one investment
option to another. To do so, you must tell us how much to transfer, either as a
whole number percentage or as a specific dollar amount. A confirmation of each
transfer will be sent to you. Without our approval, the maximum amount you may
transfer to or from any investment option in any policy year is $1,000,000.

     Under our current rules, you can make transfers out of any variable
investment option anytime you wish. However, we reserve the right to impose
limits on the number and frequency of transfers into or out of variable
investment options and to impose a charge of up to $25 for any transfer beyond
an annual limit (which will not be less than 12). Transfers under the dollar
cost averaging program would not be counted toward any such limit.

     Transfers out of the fixed investment option are currently subject to the
following restrictions:

 .    You can only make such a transfer once in each policy year.

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

We reserve the right to impose limits on:

 .    the minimum amount of each transfer out of the fixed investment option; and

                                       14



 .    the maximum amount of any transfer into the fixed investment option after
     the second policy year.

Dollar cost averaging

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

How can you access your investment in the policy?

Full surrender

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

Partial withdrawals

     You may make a partial withdrawal of your surrender value at any time after
the first policy year. Each partial withdrawal must be at least $1,000. There is
a charge (usually $20) for each partial withdrawal. We will automatically reduce
the account value of your policy by the amount of the withdrawal and the related
charge. Unless we agree otherwise, each investment option will be reduced in the
same proportion as the account value is then allocated among them. We will not
permit a partial withdrawal if it would cause your surrender value to fall below
3 months' worth of monthly charges (see "Deductions from account value" on page
9). We also reserve the right to refuse any partial withdrawal that would cause
the policy's Total Sum Insured to fall below $250,000, or the policy's Basic Sum
Insured to fall below $250,000. Under the Option A death benefit, the reduction
of your account value occasioned by a partial withdrawal could cause the minimum
insurance amount to become less than your Total Sum Insured (see "How much will
we pay when the last insured person dies?" on page 16). If that happens, we will
automatically reduce your Total Sum Insured. The calculation of that reduction
is explained in the policy, and will be implemented by first reducing any
Additional Sum Insured in effect. If the reduction in Total Sum Insured would
cause your policy to fail the Internal Revenue Code's definition of life
insurance, we will not permit the partial withdrawal. If the withdrawal results
in a reduction in Basic Sum Insured, a pro-rata portion of the applicable CDSC
will be deducted from the account value.

Policy loans

     You may borrow from your policy at any time by completing a form
satisfactory to us or, if the telephone transaction authorization form has been
completed, by telephone. The maximum

                                       15



amount you can borrow is the greater of (i) 75% of the surrender value of your
policy or (ii) the amount determined as follows:

          .    We first determine the surrender value of your policy.

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

          .    We then multiply the resulting amount by.75% in policy years 1
               through 10, .50% in policy years 11 through 20, and 0% thereafter
               (although we reserve the right to increase the percentage after
               policy year 20 to as much as .25%).

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

     The minimum amount of each loan is $1,000. The interest charged on any loan
is an effective annual rate of 4.75% in the first 10 policy years, 4.50% in
policy years 11 through 20, and 4.0% thereafter. However, we reserve the right
to increase the percentage after policy year 20 to as much as 4.25%. Accrued
interest will be added to the loan daily and will bear interest at the same rate
as the original loan amount. The amount of the loan is deducted from the
investment options in the same proportion as the account value is then allocated
among them and is placed in a special loan account. This special loan account
will earn interest at an effective annual rate of 4.0%. However, if we determine
that a loan will be treated as a taxable distribution because of the
differential between the loan interest rate and the rate being credited on the
special loan account, we reserve the right to decrease the rate credited on the
special loan account to a rate that would, in our reasonable judgement, result
in the transaction being treated as a loan under Federal tax law.

     You can repay all or part of a loan at any time. Unless we agree otherwise,
each repayment will be allocated among the investment options as follows:

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

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

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

How much will we pay when the last insured person dies?

      In your application for the policy, you will tell us how much life
insurance coverage you want on the lives of the insured persons. This is called
the "Total Sum Insured." Total Sum Insured is composed of the Basic Sum Insured
and any Additional Sum Insured you elect. The maximum amount of Additional Sum
Insured you can have when we issue the policy is generally limited to 400% of
the Basic Sum Insured. The application may also give you the option of electing
among various patterns of scheduled increases in Additional Sum Insured. There
are a number of factors you should consider in determining whether to elect
coverage in

                                       16



the form of Basic Sum Insured or in the form of Additional Sum Insured. These
factors are discussed under "Basic Sum Insured vs. Additional Sum Insured" on
page 36.

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

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

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

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

Optional extra death benefit feature

     If you elect the Option A death benefit, you may also elect this optional
extra death benefit feature. (This feature is sometimes referred to as "Option
M".) The optional extra death benefit is determined on each monthly processing
date and on the date of death of the last surviving insured person as follows:

          .    First, we multiply your account value by a factor specified in
               the policy.

          .    We will then subtract your Total Sum Insured.

     Any excess is the optional extra death benefit. This feature may result in
the Option A death benefit being higher than the minimum insurance amount.
Although there is no special charge for this feature, your monthly insurance
charge will be based on that higher death benefit amount. Election of this
feature must be made in the application for the policy. If you elect this
feature, you must elect the "cash value accumulation test" for purposes of
determining the minimum insurance amount (see below). You may revoke your
election of this feature at any time, but there may be adverse tax consequences
if you do. A "monthly processing date" is the first business day of a policy
month.

The minimum insurance amount

     In order for a policy to qualify as life insurance under Federal tax law,
there has to be a minimum amount of insurance in relation to account value.
There are two tests that can be applied under Federal tax law - - the "guideline
premium and cash value corridor test" and the "cash value accumulation test."
When you elect the death benefit option, you must also elect

                                       17



which test you wish to have applied. As indicated above, the guideline premium
and cash value corridor test is not available if the optional extra death
benefit feature is elected. Under the guideline premium and cash value corridor
test, we compute the minimum insurance amount each business day by multiplying
the account value on that date by the so-called "corridor factor" applicable on
that date. The corridor factors are derived by applying the guideline premium
and cash value corridor test. The corridor factor starts out at 2.50 for ages at
or below 40 and decreases as attained age increases, reaching a low of 1.0 at
age 95. A table showing the factor for each policy year will appear in the
policy. Under the cash value accumulation test, we compute the minimum insurance
amount each business day by multiplying the account value on that date by the
so-called "death benefit factor" applicable on that date. The death benefit
factors are derived by applying the cash value accumulation test. The death
benefit factor decreases as attained age increases. A table showing the factor
for each policy year will appear in the policy. Regardless of which test is
applied, the appropriate factor will be referred to in the policy as the
"Required Additional Death Benefit Factor."

     As noted above, you have to elect which test will be applied when you elect
the death benefit option. The cash value accumulation test may be preferable if
you want an increasing death benefit in later policy years and/or want to fund
the policy at the "7 pay" limit for the full 7 years (see "Tax Considerations"
beginning on page 41). The guideline premium and cash value corridor test may be
preferable if you want the account value under the policy to increase without
increasing the death benefit as quickly as might otherwise be required.

When the younger insured person reaches 100


     If the policy is still in effect on the policy anniversary nearest the
100th birthday of the younger of the two insured persons (the "age 100
adjustment date"), the following things will happen whether or not the younger
insured person is actually alive on that policy anniversary:

          .    We will stop deducting any monthly charges (other than the
               asset-based risk charge) and will stop accepting any premium
               payments.

          .    The death benefit will become equal to the Basic Sum Insured plus
               a percentage of the account value on the date of death of the
               last surviving insured person. The percentage will be equal to
               the ratio of Additional Sum Insured to Total Sum Insured on the
               day immediately preceding the age 100 adjustment date. Death
               benefit Options A and B (as described above) and the guaranteed
               minimum death benefit feature will all cease to apply.

Can you add optional benefit riders?

When you apply for a policy, you can request any of the optional benefit riders
that we then make available. Availability and rider benefits may vary by state.
Charges for the selected rider will generally increase the monthly deductions
from your policy's account value. We may change the rates of these charges, but
not above the maximum amounts that will be stated in the Policy Specifications
page of your policy.

                                       18



Policy split option rider

     At the time of policy issue, you may elect a rider that will permit the
Total Sum Insured to be evenly split into two separate policies, one for each
insured person, but only if the insured persons get divorced or certain Federal
tax law changes occur. The rider may be cancelled at any time, but it will
automatically terminate on the date of death of the first insured person to die
or on the policy anniversary nearest the older insured person's 80th birthday,
whichever is earlier. A policy split could have adverse tax consequences, so
check with your tax adviser before electing this rider.

Other riders

     We currently offer a number of other optional riders, such as the four year
level term rider.

How can you change your policy's insurance coverage?

Increase in coverage

     You may request an increase in the Additional Sum Insured. As to when such
an increase would take effect, see "Effective date of other policy transactions"
on page 38. Generally, each such increase must be at least $50,000. However, you
will have to provide us with evidence that the insured persons still meet our
requirements for issuing insurance coverage. Unless we consent otherwise, you
may not increase the Additional Sum Insured if the increase would cause the
entire Additional Sum Insured to equal or exceed 800% of the Basic Sum Insured.

Decrease in coverage

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

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

          .    the remaining Additional Sum Insured will not exceed 800% of the
               Basic Sum Insured, and

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

     We may refuse any reduction in Additional Sum Insured if it would cause the
death benefit to increase pursuant to the optional extra death benefit feature.
As to when any reduction in Total Sum Insured would take effect, see "Effective
date of other policy transactions" on page 38.

Change of death benefit option

     You may change your coverage from death benefit Option B to Option A on any
policy anniversary, but only if there is no change in the Federal tax law test
used to determine the

                                       19



minimum insurance amount. A change from death benefit Option A to Option B is
not permitted under our administrative rules.

     Please read "The minimum insurance amount" starting on page 17 for more
information about the "guideline premium and cash value corridor test" and the
"cash value accumulation test."

Tax consequences

     Please read "Tax considerations" starting on page 41 to learn about
possible tax consequences of changing your insurance coverage under the policy.

Can you cancel your policy after it's issued?

     You have the right to cancel your policy within 10 days (or longer in some
states) after you receive it. This is often referred to as the "free look"
period. To cancel your policy, simply deliver or mail the policy to:

          .    John Hancock at one of the addresses shown on page 2, or

          .    the John Hancock representative who delivered the policy to you.

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

Can you choose the form in which we pay out policy proceeds?

Choosing a payment option

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

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

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

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

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

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

                                       20



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

     You cannot choose an option if the monthly payments under the option would
be less than $50. We will issue a supplementary agreement when the proceeds are
applied to any alternative payment option. That agreement will spell out the
terms of the option in full. We will credit interest on each of the above
options. For options 1 and 2A, the interest will be at least an effective annual
rate of 3 1/2%. If no alternative payment option has been chosen, proceeds will
be paid as a single sum.

Changing a payment option

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

Tax impact

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

To what extent can we vary the terms and conditions of our policies in
particular cases?

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

State law insurance requirements

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

Variations in expenses or risks

     We may vary the charges and other terms of our policies where special
circumstances result in sales or administrative expenses, mortality risks or
other risks that are different from those normally associated with the policies.
These include the type of variations discussed under "Reduced charges for
eligible classes" on page 39. No variation in any charge will exceed any maximum
stated in this prospectus with respect to that charge.

How will your policy be treated for income tax purposes?

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

                                       21



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

     For further information about the tax consequences of owning a policy,
please read "Tax considerations" beginning on page 41.

How do you communicate with us?

General Rules

     You should mail or express all checks and money orders for premium payments
and loan repayments to the John Hancock Life Servicing Office at the appropriate
address shown on page 2.

     Under our current rules, certain requests must be made in writing and be
signed and dated by you. They include the following:

          .    surrenders or partial withdrawals

          .    change of death benefit option

          .    increase or decrease in Total Sum Insured

          .    change of beneficiary

          .    election of payment option for policy proceeds

          .    tax withholding elections

          .    election of telephone transaction privilege.

     The following requests may be made either in writing (signed and dated by
you) or by telephone or fax if a special form is completed (see "Telephone
Transactions" below):

          .    loans

          .    transfers of account value among investment options

          .    change of allocation among investment options for new premium
               payments

     You should mail or express all written requests to our Life Servicing
Office at the appropriate address shown on page 2. You should also send notice
of an insured person's death and related documentation to our Life Servicing
Office. We don't consider that we've "received" any communication until such
time as it has arrived at the proper place and in the proper and complete form.

                                       22



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

Telephone Transactions

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

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

                                       23



              ILLUSTRATION OF DEATH BENEFITS, SURRENDER VALUES AND
                              ACCUMULATED PREMIUMS

     The following tables illustrate the changes in death benefit and surrender
value of the policy under certain hypothetical circumstances that we assume
solely for this purpose. Each table separately illustrates the operation of a
policy for specified issue ages, premium payment schedule and Total Sum Insured.
The amounts shown are for the end of each policy year and assume that all of the
account value is invested in funds that achieve investment returns at constant
annual rates of 0%, 6% and 12% (i.e., before any fees or expenses deducted from
Series Fund assets). After the deduction of average fees and expenses at the
Series Fund level (as described below) the corresponding net annual rates of
return would be -0.82%, 5.13% and 11.08%. Investment return reflects investment
income and all realized and unrealized capital gains and losses. The tables
assume annual Planned Premiums that are paid at the beginning of each policy
year for a male insured person who is 55 years old and a preferred underwriting
risk when the policy is issued and for a female insured person who is 50 years
old and a preferred underwriting risk when the policy is issued.

     Tables are provided for each of the two death benefit options. The tables
headed "Current Charges" assume that the current rates for all charges deducted
by John Hancock will apply in each year illustrated, including the intended
waiver of the premium sales charge after the tenth policy year. The tables
headed "Maximum Charges" are the same, except that the maximum permitted rates
for all years are used for all charges. The tables do not reflect any charge
that we reserve the right to make but are not currently making. The tables
assume that (i) no optional rider benefits and no Additional Sum Insured have
been elected, (ii) no loans or withdrawals are made, (iii) no increases or
decreases in coverage are requested, and (iv) no change in the death benefit
option is requested.

     With respect to fees and expenses deducted from assets of the Series Funds,
the amounts shown in all tables reflect (1) investment management fees
equivalent to an effective annual rate of 0.72%, and (2) an assumed average
asset charge for all other operating expenses of the Series Funds equivalent to
an effective annual rate of 0.10%. These rates are the arithmetic average for
all funds that are available as investment options. In other words, they are
based on the hypothetical assumption that policy account values are allocated
equally among the variable investment options. The actual rates associated with
any policy will vary depending upon the actual allocation of policy values among
the investment options. The charge shown above for all other operating expenses
of the Series Funds reflects reimbursements to certain funds as described in the
footnotes to the table beginning on page 11. We currently expect those
reimbursement arrangements to continue indefinitely, but that is not guaranteed.
Without those arrangements, the assumed average asset charge for all other
operating expenses shown above would be higher. This would result in lower
values than those shown in the following tables.

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

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

                                       24



Plan:  Flexible Premium Variable Life Survivorship
       $500,000 Total Sum Insured Male, Issue age
       55, Preferred Underwriting Class Female, Issue Age 50,
       Preferred Underwriting Class Option A
       Death Benefit Guideline Premium and
       Cash Value Corridor Test
       No Guaranteed Minimum
       Death Benefit after tenth Policy
       Year Planned Premium: $8,156*
       Using Current Charges



                                         Death Benefit                    Surrender Value
                                -------------------------------    -------------------------------
                                    Assuming hypothetical              Assuming hypothetical
End of     Planned Premiums         gross annual return of             gross annual return of
Policy      accumulated at      -------------------------------    -------------------------------
 Year     5% annual interest       0%         6%         12%          0%         6%         12%
- ------    ------------------    -------    -------    ---------    -------    -------    ---------
                                                                    
   1             8,992          500,000    500,000      500,000          0          0            0
   2            18,434          500,000    500,000      500,000      2,785      3,901        5,066
   3            28,348          500,000    500,000      500,000      8,589     10,778       13,153
   4            38,758          500,000    500,000      500,000     14,292     17,908       21,990
   5            49,688          500,000    500,000      500,000     22,093     27,571       33,993
   6            61,164          500,000    500,000      500,000     29,790     37,641       47,181
   7            73,215          500,000    500,000      500,000     37,382     48,131       61,676
   8            85,868          500,000    500,000      500,000     44,865     59,058       77,610
   9            99,153          500,000    500,000      500,000     52,239     70,437       95,130
  10           113,103          500,000    500,000      500,000     59,500     82,285      114,399
  11           127,750          500,000    500,000      500,000     67,302     95,411      136,571
  12           143,130          500,000    500,000      500,000     75,003    109,127      161,065
  13           159,279          500,000    500,000      500,000     82,606    123,466      188,139
  14           176,235          500,000    500,000      500,000     90,115    138,464      218,080
  15           194,039          500,000    500,000      500,000     97,543    154,165      251,211
  16           212,733          500,000    500,000      551,911    104,218    169,939      287,204
  17           232,362          500,000    500,000      608,209    110,736    186,422      327,018
  18           252,972          500,000    500,000      668,372    117,076    203,637      371,036
  19           274,613          500,000    500,000      732,809    123,213    221,608      419,679
  20           297,336          500,000    500,000      801,934    129,117    240,363      473,401
  25           429,172          500,000    515,072    1,242,420    154,696    348,796      841,340
  30           597,432          500,000    637,671    1,904,770    168,281    481,572    1,438,492
  35           812,179          500,000    780,636    2,918,164    158,237    639,725    2,391,410


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

It is emphasized that the hypothetical investment returns are illustrative only
and should not be deemed a representation of past or future investment results.
Actual investment results may be more or less than those shown and will depend
on a number of factors, including investment allocations made by the Owner. The
death benefit and surrender value for a Policy would be different from those
shown if the actual gross rates of investment return average 0%, 6%, or 12% over
a period of years, but also fluctuate above or below the average for individual
Policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time. In
fact, for any given period of time, the investment results could be negative.

                                       25



Plan:  Flexible Premium Variable Life Survivorship
       $500,000 Total Sum Insured
       Male, Issue age 55, Preferred Underwriting Class
       Female, Issue Age 50, Preferred Underwriting Class
       Option B Death Benefit
       Guideline Premium and Cash Value Corridor Test
       No Guaranteed Minimum Death Benefit after tenth Policy Year
       Planned Premium: $8,156*
       Using Current Charges



                                         Death Benefit                     Surrender Value
                                --------------------------------    -------------------------------
                                    Assuming hypothetical               Assuming hypothetical
End of     Planned Premiums         gross annual return of              gross annual return of
Policy      accumulated at      --------------------------------    -------------------------------
 Year     5% annual interest       0%         6%          12%          0%         6%         12%
- ------    ------------------    -------   ---------    ---------    -------    -------    ---------
                                                                     
   1             8,992          505,425     505,815      506,205          0          0            0
   2            18,434          510,736     511,852      513,016      2,784      3,900        5,064
   3            28,348          515,925     518,112      520,487      8,584     10,772       13,146
   4            38,758          521,010     524,624      528,704     14,282     17,895       21,975
   5            49,688          528,192     533,666      540,083     22,075     27,549       33,966
   6            61,164          535,268     543,111      552,642     29,763     37,606       47,137
   7            73,215          542,236     552,973      566,502     37,343     48,079       61,608
   8            85,868          549,093     563,266      581,791     44,811     58,984       77,509
   9            99,153          555,836     574,004      598,654     52,166     70,333       94,984
  10           113,103          562,462     585,202      617,250     59,403     82,144      114,192
  11           127,750          569,631     597,678      638,743     67,184     95,231      136,297
  12           143,130          576,691     610,730      662,532     74,856    108,895      160,697
  13           159,279          583,645     624,388      688,866     82,421    123,165      187,642
  14           176,235          590,497     638,686      718,027     89,885    138,075      217,415
  15           194,039          597,260     653,669      750,334     97,260    153,669      250,334
  16           212,733          603,859     669,290      786,047    103,859    169,290      286,047
  17           232,362          610,269     685,554      825,509    110,269    185,554      325,509
  18           252,972          616,459     702,458      869,090    116,459    202,458      369,090
  19           274,613          622,392     719,993      917,197    122,392    219,993      417,197
  20           297,336          628,020     738,139      970,267    128,020    238,139      470,267
  25           429,172          650,407     838,585    1,332,836    150,407    338,585      832,836
  30           597,432          654,820     947,577    1,920,867    154,820    447,577    1,420,867
  35           812,179          624,098   1,046,857    2,882,341    124,098    546,857    2,362,053


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

It is emphasized that the hypothetical investment returns are illustrative only
and should not be deemed a representation of past or future investment results.
Actual investment results may be more or less than those shown and will depend
on a number of factors, including investment allocations made by the Owner. The
death benefit and surrender value for a Policy would be different from those
shown if the actual gross rates of investment return average 0%, 6%, or 12% over
a period of years, but also fluctuate above or below the average for individual
Policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time. In
fact, for any given period of time, the investment results could be negative.

                                       26



Plan:  Flexible Premium Variable Life Survivorship
       $500,000 Total Sum Insured
       Male, Issue age 55, Preferred Underwriting Class
       Female, Issue Age 50, Preferred Underwriting Class
       Option A Death Benefit
       Guideline Premium and Cash Value Corridor Test
       No Guaranteed Minimum Death Benefit after tenth Policy Year
       Planned Premium: $8,156*
       Using Maximum Charges



                                         Death Benefit                    Surrender Value
                                -------------------------------    -------------------------------
                                    Assuming hypothetical              Assuming hypothetical
End of     Planned Premiums         gross annual return of             gross annual return of
Policy      accumulated at      -------------------------------    -------------------------------
 Year     5% annual interest       0%         6%         12%          0%         6%         12%
- ------    ------------------    -------    -------    ---------    -------    -------    ---------
                                                                    
   1             8,992          500,000    500,000      500,000          0          0            0
   2            18,434          500,000    500,000      500,000      2,714      3,826        4,986
   3            28,348          500,000    500,000      500,000      8,484     10,662       13,027
   4            38,758          500,000    500,000      500,000     14,125     17,721       21,783
   5            49,688          500,000    500,000      500,000     21,797     27,242       33,627
   6            61,164          500,000    500,000      500,000     29,291     37,086       46,563
   7            73,215          500,000    500,000      500,000     36,596     47,253       60,693
   8            85,868          500,000    500,000      500,000     43,698     57,745       76,130
   9            99,153          500,000    500,000      500,000     50,583     68,561       93,000
  10           113,103          500,000    500,000      500,000     57,233     79,698      111,442
  11           127,750          500,000    500,000      500,000     63,625     91,151      131,607
  12           143,130          500,000    500,000      500,000     69,732    102,909      153,668
  13           159,279          500,000    500,000      500,000     75,520    114,959      177,814
  14           176,235          500,000    500,000      500,000     80,943    127,277      204,257
  15           194,039          500,000    500,000      500,000     85,950    139,839      233,242
  16           212,733          500,000    500,000      508,105     89,872    152,006      264,408
  17           232,362          500,000    500,000      554,992     93,230    164,338      298,404
  18           252,972          500,000    500,000      604,235     96,002    176,849      335,431
  19           274,613          500,000    500,000      655,999     98,086    189,494      375,691
  20           297,336          500,000    500,000      710,462     99,391    202,245      419,403
  25           429,172          500,000    500,000    1,030,058     89,035    266,212      697,533
  30           597,432          500,000    500,000    1,449,510     24,333    326,628    1,094,677
  35           812,179               **    500,000    2,004,917         **    383,985    1,643,012


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

** Policy lapses unless additional premium payments are made.

It is emphasized that the hypothetical investment returns are illustrative only
and should not be deemed a representation of past or future investment results.
Actual investment results may be more or less than those shown and will depend
on a number of factors, including investment allocations made by the Owner. The
death benefit and surrender value for a Policy would be different from those
shown if the actual gross rates of investment return average 0%, 6%, or 12% over
a period of years, but also fluctuate above or below the average for individual
Policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time. In
fact, for any given period of time, the investment results could be negative.

                                       27



Plan:  Flexible Premium Variable Life Survivorship
       $500,000 Total Sum Insured
       Male, Issue age 55, Preferred Underwriting Class
       Female, Issue Age 50, Preferred Underwriting Class
       Option B Death Benefit
       Guideline Premium and Cash Value Corridor Test
       No Guaranteed Minimum Death Benefit after tenth Policy Year
       Planned Premium: $8,156*
       Using Maximum Charges



                                         Death Benefit                    Surrender Value
                                -------------------------------    -------------------------------
                                    Assuming hypothetical              Assuming hypothetical
End of     Planned Premiums         gross annual return of             gross annual return of
Policy      accumulated at      -------------------------------    -------------------------------
 Year     5% annual interest       0%         6%         12%          0%         6%         12%
- ------    ------------------    -------    -------    ---------    -------    -------    ---------
                                                                    
   1             8,992          505,390    505,778      506,167          0          0            0
   2            18,434          510,665    511,777      512,937      2,713      3,824        4,984
   3            28,348          515,819    517,997      520,361      8,479     10,656       13,020
   4            38,758          520,841    524,436      528,496     14,113     17,707       21,767
   5            49,688          527,889    533,329      539,707     21,772     27,212       33,590
   6            61,164          534,749    542,532      551,994     29,244     37,026       46,489
   7            73,215          541,408    552,040      565,448     36,514     47,146       60,555
   8            85,868          547,845    561,846      580,169     43,563     57,564       75,887
   9            99,153          554,043    571,939      596,265     50,373     68,269       92,595
  10           113,103          559,977    582,305      613,849     56,918     79,246      110,791
  11           127,750          565,615    592,918      633,040     63,168     90,471      130,593
  12           143,130          570,922    603,749      653,961     69,087    101,914      152,126
  13           159,279          575,850    614,755      676,738     74,627    113,532      175,515
  14           176,235          580,339    625,875      701,495     79,728    125,263      200,883
  15           194,039          584,320    637,035      728,355     84,320    137,035      228,355
  16           212,733          587,715    648,152      757,451     87,715    148,152      257,451
  17           232,362          590,408    659,093      788,881     90,408    159,093      288,881
  18           252,972          592,363    669,804      822,839     92,363    169,804      322,839
  19           274,613          593,452    680,133      859,442     93,452    180,133      359,442
  20           297,336          593,559    689,929      898,829     93,559    189,929      398,829
  25           429,172          573,512    723,131    1,141,270     73,512    223,131      641,270
  30           597,432               **    697,487    1,462,500         **    197,487      962,500
  35           812,179               **    549,506    1,856,566         **     49,506    1,356,566


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

** Policy lapses unless additional premium payments are made.

It is emphasized that the hypothetical investment returns are illustrative only
and should not be deemed a representation of past or future investment results.
Actual investment results may be more or less than those shown and will depend
on a number of factors, including investment allocations made by the Owner. The
death benefit and surrender value for a Policy would be different from those
shown if the actual gross rates of investment return average 0%, 6%, or 12% over
a period of years, but also fluctuate above or below the average for individual
Policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time. In
fact, for any given period of time, the investment results could be negative.

                                       28



Plan:  Flexible Premium Variable Life Survivorship
       $500,000 Total Sum Insured
       Male, Issue age 55, Preferred Underwriting Class
       Female, Issue Age 50, Preferred Underwriting Class
       Option A Death Benefit
       Cash Value Accumulation Test
       No Guaranteed Minimum Death Benefit after tenth Policy Year
       Planned Premium: $8,156*
       Using Current Charges



                                         Death Benefit                    Surrender Value
                                -------------------------------    -------------------------------
                                    Assuming hypothetical              Assuming hypothetical
End of     Planned Premiums         gross annual return of             gross annual return of
Policy      accumulated at      -------------------------------    -------------------------------
 Year     5% annual interest       0%         6%         12%          0%         6%         12%
- ------    ------------------    -------    -------    ---------    -------    -------    ---------
                                                                    
   1             8,992          500,000    500,000      500,000          0          0            0
   2            18,434          500,000    500,000      500,000      2,785      3,901        5,066
   3            28,348          500,000    500,000      500,000      8,589     10,778       13,153
   4            38,758          500,000    500,000      500,000     14,292     17,908       21,990
   5            49,688          500,000    500,000      500,000     22,093     27,571       33,993
   6            61,164          500,000    500,000      500,000     29,790     37,641       47,181
   7            73,215          500,000    500,000      500,000     37,382     48,131       61,676
   8            85,868          500,000    500,000      500,000     44,865     59,058       77,610
   9            99,153          500,000    500,000      500,000     52,239     70,437       95,130
  10           113,103          500,000    500,000      500,000     59,500     82,285      114,399
  11           127,750          500,000    500,000      500,000     67,302     95,411      136,571
  12           143,130          500,000    500,000      500,000     75,003    109,127      161,065
  13           159,279          500,000    500,000      500,000     82,606    123,466      188,139
  14           176,235          500,000    500,000      500,000     90,115    138,464      218,080
  15           194,039          500,000    500,000      500,000     97,543    154,165      251,213
  16           212,733          500,000    500,000      500,000    104,218    169,939      287,239
  17           232,362          500,000    500,000      500,000    110,736    186,422      327,158
  18           252,972          500,000    500,000      500,000    117,076    203,637      371,407
  19           274,613          500,000    500,000      500,000    123,213    221,608      420,482
  20           297,336          500,000    500,000      546,136    129,117    240,363      474,901
  25           429,172          500,000    500,000      895,363    154,696    348,911      852,727
  30           597,432          500,000    512,148    1,560,516    168,281    487,760    1,486,206
  35           812,179          500,000    698,969    2,667,115    158,237    665,684    2,540,109


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

It is emphasized that the hypothetical investment returns are illustrative only
and should not be deemed a representation of past or future investment results.
Actual investment results may be more or less than those shown and will depend
on a number of factors, including investment allocations made by the Owner. The
death benefit and surrender value for a Policy would be different from those
shown if the actual gross rates of investment return average 0%, 6%, or 12% over
a period of years, but also fluctuate above or below the average for individual
Policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time. In
fact, for any given period of time, the investment results could be negative.

                                       29



Plan:  Flexible Premium Variable Life Survivorship
       $500,000 Total Sum Insured
       Male, Issue age 55, Preferred Underwriting Class
       Female, Issue Age 50, Preferred Underwriting Class
       Option B Death Benefit
       Cash Value Accumulation Test
       No Guaranteed Minimum Death Benefit after tenth Policy Year
       Planned Premium: $8,156*
       Using Current Charges



                                         Death Benefit                    Surrender Value
                                -------------------------------    -------------------------------
                                    Assuming hypothetical              Assuming hypothetical
End of     Planned Premiums         gross annual return of             gross annual return of
Policy      accumulated at      -------------------------------    -------------------------------
 Year     5% annual interest       0%         6%         12%          0%         6%         12%
- ------    ------------------    -------   ---------   ---------    -------    -------    ---------
                                                                    
   1             8,992          505,425     505,815     506,205          0          0            0
   2            18,434          510,736     511,852     513,016      2,784      3,900        5,064
   3            28,348          515,925     518,112     520,487      8,584     10,772       13,146
   4            38,758          521,010     524,624     528,704     14,282     17,895       21,975
   5            49,688          528,192     533,666     540,083     22,075     27,549       33,966
   6            61,164          535,268     543,111     552,642     29,763     37,606       47,137
   7            73,215          542,236     552,973     566,502     37,343     48,079       61,608
   8            85,868          549,093     563,266     581,791     44,811     58,984       77,509
   9            99,153          555,836     574,004     598,654     52,166     70,333       94,984
  10           113,103          562,462     585,202     617,250     59,403     82,144      114,192
  11           127,750          569,631     597,678     638,743     67,184     95,231      136,297
  12           143,130          576,691     610,730     662,532     74,856    108,895      160,697
  13           159,279          583,645     624,388     688,866     82,421    123,165      187,642
  14           176,235          590,497     638,686     718,027     89,885    138,075      217,415
  15           194,039          597,260     653,669     750,334     97,260    153,669      250,334
  16           212,733          603,859     669,290     786,047    103,859    169,290      286,047
  17           232,362          610,269     685,554     825,509    110,269    185,554      325,509
  18           252,972          616,459     702,458     869,090    116,459    202,458      369,090
  19           274,613          622,392     719,993     917,197    122,392    219,993      417,197
  20           297,336          628,020     738,139     970,267    128,020    238,139      470,267
  25           429,172          650,407     838,585   1,332,836    150,407    338,585      832,836
  30           597,432          654,820     947,577   1,920,867    154,820    447,577    1,420,867
  35           812,179          624,098   1,046,857   2,864,640    124,098    546,857    2,364,640


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

It is emphasized that the hypothetical investment returns are illustrative only
and should not be deemed a representation of past or future investment results.
Actual investment results may be more or less than those shown and will depend
on a number of factors, including investment allocations made by the Owner. The
death benefit and surrender value for a Policy would be different from those
shown if the actual gross rates of investment return average 0%, 6%, or 12% over
a period of years, but also fluctuate above or below the average for individual
Policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time. In
fact, for any given period of time, the investment results could be negative.

                                       30



Plan:  Flexible Premium Variable Life Survivorship
       $500,000 Total Sum Insured
       Male, Issue age 55, Preferred Underwriting Class
       Female, Issue Age 50, Preferred Underwriting Class
       Option A Death Benefit
       Cash Value Accumulation Test
       No Guaranteed Minimum Death Benefit after tenth Policy Year
       Planned Premium: $8,156*
       Using Maximum Charges



                                         Death Benefit                    Surrender Value
                                -------------------------------    -------------------------------
                                    Assuming hypothetical              Assuming hypothetical
End of     Planned Premiums         gross annual return of             gross annual return of
Policy      accumulated at      -------------------------------    -------------------------------
 Year     5% annual interest       0%         6%         12%          0%         6%         12%
- ------    ------------------    -------    -------    ---------    -------    -------    ---------
                                                                    
   1             8,992          500,000    500,000      500,000          0          0            0
   2            18,434          500,000    500,000      500,000      2,714      3,826        4,986
   3            28,348          500,000    500,000      500,000      8,484     10,662       13,027
   4            38,758          500,000    500,000      500,000     14,125     17,721       21,783
   5            49,688          500,000    500,000      500,000     21,797     27,242       33,627
   6            61,164          500,000    500,000      500,000     29,291     37,086       46,563
   7            73,215          500,000    500,000      500,000     36,596     47,253       60,693
   8            85,868          500,000    500,000      500,000     43,698     57,745       76,130
   9            99,153          500,000    500,000      500,000     50,583     68,561       93,000
  10           113,103          500,000    500,000      500,000     57,233     79,698      111,442
  11           127,750          500,000    500,000      500,000     63,625     91,151      131,607
  12           143,130          500,000    500,000      500,000     69,732    102,909      153,668
  13           159,279          500,000    500,000      500,000     75,520    114,959      177,814
  14           176,235          500,000    500,000      500,000     80,943    127,277      204,257
  15           194,039          500,000    500,000      500,000     85,950    139,839      233,242
  16           212,733          500,000    500,000      500,000     89,872    152,006      264,447
  17           232,362          500,000    500,000      500,000     93,230    164,338      298,809
  18           252,972          500,000    500,000      500,000     96,002    176,849      336,762
  19           274,613          500,000    500,000      500,000     98,086    189,494      378,787
  20           297,336          500,000    500,000      500,000     99,391    202,245      425,480
  25           429,172          500,000    500,000      779,767     89,035    266,212      742,635
  30           597,432          500,000    500,000    1,319,728     24,333    326,628    1,256,884
  35           812,179               **    500,000    2,173,201         **    383,985    2,069,716


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

** Policy lapses unless additional premium payments are made.

It is emphasized that the hypothetical investment returns are illustrative only
and should not be deemed a representation of past or future investment results.
Actual investment results may be more or less than those shown and will depend
on a number of factors, including investment allocations made by the Owner. The
death benefit and surrender value for a Policy would be different from those
shown if the actual gross rates of investment return average 0%, 6%, or 12% over
a period of years, but also fluctuate above or below the average for individual
Policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time. In
fact, for any given period of time, the investment results could be negative.

                                       31



Plan:  Flexible Premium Variable Life Survivorship
       $500,000 Total Sum Insured
       Male, Issue age 55, Preferred Underwriting Class
       Female, Issue Age 50, Preferred Underwriting Class
       Option B Death Benefit
       Cash Value Accumulation Test
       No Guaranteed Minimum Death Benefit after tenth Policy Year
       Planned Premium: $8,156*
       Using Maximum Charges



                                         Death Benefit                    Surrender Value
                                -------------------------------    -------------------------------
                                    Assuming hypothetical              Assuming hypothetical
End of     Planned Premiums         gross annual return of             gross annual return of
Policy      accumulated at      -------------------------------    -------------------------------
 Year     5% annual interest       0%         6%         12%          0%         6%         12%
- ------    ------------------    -------    -------    ---------    -------    -------    ---------
                                                                    
    1            8,992          505,390    505,778      506,167          0          0            0
    2           18,434          510,665    511,777      512,937      2,713      3,824        4,984
    3           28,348          515,819    517,997      520,361      8,479     10,656       13,020
    4           38,758          520,841    524,436      528,496     14,113     17,707       21,767
    5           49,688          527,889    533,329      539,707     21,772     27,212       33,590
    6           61,164          534,749    542,532      551,994     29,244     37,026       46,489
    7           73,215          541,408    552,040      565,448     36,514     47,146       60,555
    8           85,868          547,845    561,846      580,169     43,563     57,564       75,887
    9           99,153          554,043    571,939      596,265     50,373     68,269       92,595
   10          113,103          559,977    582,305      613,849     56,918     79,246      110,791
   11          127,750          565,615    592,918      633,040     63,168     90,471      130,593
   12          143,130          570,922    603,749      653,961     69,087    101,914      152,126
   13          159,279          575,850    614,755      676,738     74,627    113,532      175,515
   14          176,235          580,339    625,875      701,495     79,728    125,263      200,883
   15          194,039          584,320    637,035      728,355     84,320    137,035      228,355
   16          212,733          587,715    648,152      757,451     87,715    148,152      257,451
   17          232,362          590,408    659,093      788,881     90,408    159,093      288,881
   18          252,972          592,363    669,804      822,839     92,363    169,804      322,839
   19          274,613          593,452    680,133      859,442     93,452    180,133      359,442
   20          297,336          593,559    689,929      898,829     93,559    189,929      398,829
   25          429,172          573,512    723,131    1,141,270     73,512    223,131      641,270
   30          597,432               **    697,487    1,462,500         **    197,487      962,500
   35          812,179               **    549,506    1,856,566         **     49,506    1,356,566


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

** Policy lapses unless additional premium payments are made.

It is emphasized that the hypothetical investment returns are illustrative only
and should not be deemed a representation of past or future investment results.
Actual investment results may be more or less than those shown and will depend
on a number of factors, including investment allocations made by the Owner. The
death benefit and surrender value for a Policy would be different from those
shown if the actual gross rates of investment return average 0%, 6%, or 12% over
a period of years, but also fluctuate above or below the average for individual
Policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time. In
fact, for any given period of time, the investment results could be negative.

                                       32



                             ADDITIONAL INFORMATION


     This section of the prospectus provides additional detailed information
that is not contained in the Basic Information section on pages 4 through 23.




Contents of this section                                                          Beginning on page
- ------------------------                                                          -----------------

                                                                               
Description of John Hancock ....................................................          34

How we support the policy and investment options ...............................          34

Procedures for issuance of a policy ............................................          35

Basic Sum Insured vs. Additional Sum Insured ...................................          36

Commencement of investment performance .........................................          36

How we process certain policy transactions .....................................          37

Effects of policy loans ........................................................          38

Additional information about how certain policy charges work ...................          38

How we market the policies .....................................................          39

Tax considerations .............................................................          41

Reports that you will receive ..................................................          43

Voting privileges that you will have ...........................................          43

Changes that we can make as to your policy .....................................          43

Adjustments we make to death benefits ..........................................          44

When we pay policy proceeds ....................................................          44

Other details about exercising rights and paying benefits ......................          44

Legal matters ..................................................................          45

Registration statement filed with the SEC ......................................          45

Accounting and actuarial experts ...............................................          45

Financial statements of John Hancock and the Account ...........................          45

List of our Directors and Executive Officers of John Hancock ...................          46


                                       33



Description of John Hancock

     We are John Hancock Life Insurance Company, a Massachusetts stock life
insurance company. On February 1, 2000, John Hancock Mutual Life Insurance
Company (which was chartered in Massachusetts in 1862) converted to a stock
company by "demutualizing" and changed its name to John Hancock Life Insurance
Company. As part of the demutualization process, John Hancock Life Insurance
Company became a subsidiary of John Hancock Financial Services, Inc., a newly
formed publicly-traded corporation. Our Home Office is at John Hancock Place,
Boston, Massachusetts 02117. We are authorized to transact a life insurance and
annuity business in all states and in the District of Columbia. As of December
31, 2000, our assets were approximately $88 billion.

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

How we support the policy and investment options

Separate Account UV

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

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

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

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

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

Our general account

     Our obligations under the policy's fixed investment option are backed by
our general account assets. Our general account consists of assets owned by us
other than those in the Account and in other separate accounts that we may
establish. Subject to applicable law, we have sole discretion over the

                                       34



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

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

Procedures for issuance of a policy


     Generally, the policy is available with a minimum Basic Sum Insured at
issue of $250,000. At the time of issue, each insured person must have an
attained age of at least 20 and no more than 85. All insured persons must meet
certain health and other insurance risk criteria called "underwriting
standards".

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

Minimum Initial Premium

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

Commencement of insurance coverage

     After you apply for a policy, it can sometimes take up to several weeks for
us to gather and evaluate all the information we need to decide whether to issue
a policy to you and, if so, what the insured persons' rate classes should be.
After we approve an application for a policy and assign an appropriate insurance
rate class, we will prepare the policy for delivery. We will not pay a death
benefit under a policy unless the policy is in effect when the last surviving
insured person dies (except for the circumstances described under "Temporary
insurance coverage prior to policy delivery" on page 36).

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

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

 .    The Minimum Initial Premium is received by us.

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

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

Backdating

     In order to preserve a younger age at issue for one or both of the insured
persons, we can designate a date of issue that is up to 60 days earlier than the
date that would otherwise apply. This is referred to as

                                       35



"backdating" and is allowed under state insurance laws. Backdating can also be
used in certain corporate-owned life insurance cases involving multiple policies
to retain a common monthly deduction date.

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

Temporary coverage prior to policy delivery

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

Monthly deduction dates

     Each charge that we deduct monthly is assessed against your account value
or the subaccounts at the close of business on the date of issue and at the
close of the first business day in each subsequent policy month.

Basic Sum Insured vs. Additional Sum Insured

     As noted earlier in this prospectus, you should consider a number of
factors in determining whether to elect coverage in the form of Basic Sum
Insured or in the form of Additional Sum Insured.

     For the same amount of premiums paid, the amount of the issue charge
deducted from account value and the amount of compensation paid to the
selling insurance agent will generally be less if coverage is included as
Additional Sum Insured rather than as Basic Sum Insured. On the other hand, the
amount of any Additional Sum Insured is not included in the guaranteed death
benefit feature after the 5th policy year and is not extended beyond the age 100
adjustment date. (The "age 100 adjustment date" is defined under "When the
younger insured person reaches 100" on page 18.). Therefore, if the policy's
surrender value is insufficient to pay the monthly charges as they fall due
(including the charges for the Additional Sum Insured) after the 5th policy
year, the Additional Sum Insured coverage will lapse, even if the Basic Sum
Insured stays in effect pursuant to the guaranteed death benefit feature.

     Generally, you will incur lower issue charges and have more flexible
coverage with respect to the Additional Sum Insured than with respect to the
Basic Sum Insured. If this is your priority, you may wish to maximize the
proportion of the Additional Sum Insured. However, if your priority is to take
advantage of the guaranteed death benefit feature after the 5th policy year, the
proportion of the Policy's Total Sum Insured that is guaranteed can be increased
by taking out more coverage as Basic Sum Insured at the time of policy issuance.
In addition, the death benefit after the age 100 adjustment date will generally
be larger if the proportion of Basic Sum Insured immediately prior to that date
is larger.

     Any decision you make to modify the amount of Additional Sum Insured
coverage after issue can have significant tax consequences (see "Tax
Considerations" beginning on page 41).

Commencement of investment performance

     Any premium payment processed prior to the twentieth day after the policy's
date of issue will automatically be allocated to the Money Market investment
option. On the later of the date such payment is received or the twentieth day
following the date of issue, the portion of the Money Market investment option
attributable to such payment will

                                       36



be reallocated automatically among the investment options you have chosen.

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

How we process certain policy transactions

Premium payments

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

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

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

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

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

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

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

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

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

Transfers among investment options

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

     We have the right to defer transfers of amounts out of the fixed investment
option for up to six months.

Dollar cost averaging

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

     Once we receive the election in form satisfactory to us at our Life
Servicing Office, transfers will begin on the second monthly deduction date
following its receipt. If you have any questions with respect to this provision,
call 1-800-732-5543.

     Once elected, the scheduled monthly transfer option will remain in effect
for so long as you have at least $2,500 of your account value in the Money
Market investment option, or until we receive written notice from you of
cancellation of the option or notice

                                       37



of the death of the last surviving insured person. We reserve the right to
modify, terminate or suspend the dollar cost averaging program at any time.

Telephone transfers and policy loans

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

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

Effective date of other policy transactions

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

 .    Total Sum Insured decreases

 .    Additional Sum Insured increases

     A change of death benefit Option from B to A is effective on the policy
anniversary on or next following the date we receive the request.

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

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

Effects of policy loans

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

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

     Whenever the outstanding loan equals or exceeds the surrender value, the
policy will terminate 31 days after we have mailed notice of termination to you
(and to any assignee of record at such assignee's last known address) specifying
the minimum amount that must be paid to avoid termination, unless a repayment of
at least the amount specified is made within that period. Also, taking out a
loan on the policy increases the risk that the policy may lapse because of the
difference between the interest rate charged on the loan and the interest rate
credited to the special loan account. Policy loans may also result in adverse
tax consequences under certain circumstances (see "Tax considerations" beginning
on page 41).

Additional information about how certain policy charges work

Sales expenses and related charges

     The sales charges (i.e., the premium sales charge and the CDSC) help to
compensate us for the cost of selling our policies. (See "What charges will we
deduct from your investment in the policy?" in the Basic Information section of
this prospectus.) The amount of the charges in any policy year does not

                                       38



specifically correspond to sales expenses for that year. We expect to recover
our total sales expenses over the life of the policies. To the extent that the
sales charges do not cover total sales expenses, the sales expenses may be
recovered from other sources, including gains from the asset-based risk charge
and other gains with respect to the policies, or from our general assets. (See
"How we market the policies" on page 39.) Similarly, administrative expenses not
fully covered by the issue charge and the maintenance charge may also be
recovered from such other sources.

Effect of premium payment pattern

     You may structure the timing of premium payments to minimize the sales
charges, although doing so involves certain risks. Paying less premium in the
first 10 policy years and more in later years could reduce your total sales
charges. For example, if the Target premium was $10,000 and you paid $5,000 in
each of the first 10 policy years, you would pay total sales charges of $2,500
and be subject to a maximum CDSC of $10,000. If you paid $2,500 in each of the
first 10 policy years and $25,000 in policy year 11, you would pay total sales
charges of only $1,250 and be subject to a maximum CDSC of only $5,000. However,
delaying the payment of premiums to later policy years could increase the risk
that the guaranteed death benefit feature will not be in effect and the
surrender value will be insufficient to pay policy charges. As a result, the
policy or any Additional Sum Insured may lapse and eventually terminate.

Monthly charges

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

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

Reduced charges for eligible classes

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

How we market the policies

     John Hancock Funds, Inc. ("JHFI") and Signator Investors, Inc. ("Signator")
act as principal distributors of the policies sold through this prospectus. JHFI
and Signator are each registered as a broker-dealer under the Securities
Exchange Act of 1934, and each is a member of the National Association of
Securities Dealers, Inc. JHFI's address is 101 Huntington Avenue, Boston,
Massachusetts 02199. Signator's address is 200

                                       39



Clarendon Street, John Hancock Place, Boston, Massachusetts 02117. JHFI and
Signator are subsidiaries of John Hancock.

     You can purchase a policy through representatives of broker-dealers and
certain financial institutions who have entered into selling agreements with
JHFI and us, or with Signator and us. We pay compensation to these
broker-dealers for promoting, marketing and selling our products through their
representatives who are authorized by applicable law to sell variable life
insurance polices. In turn, the broker-dealers pay a portion of the compensation
to these representatives, under their own arrangements. The most common schedule
of gross commissions (inclusive of overrides and expense allowance payments paid
to such broker-dealers and financial institutions) is as follows:

 .    87.75% of first year premiums paid up to the Target Premium plus 5.85% of
     any excess premium payments,

 .    5% of all premiums paid up to the Target Premium in policy years 2 through
     4 plus 3% of any excess premium payments, and

 .    3% of all premium payments paid in policy years 5 through 10.

     In situations where the broker dealer provides some or all of the
additional marketing services required, we may pay an additional gross first
year commission of up to 20% of premiums paid up to the Target Premium. In such
instances, we may also pay an additional gross renewal commission. The
additional gross renewal commission would not be expected to exceed 0.10% of
account value less policy loans in policy years 2 and thereafter. For limited
periods of time, we may pay additional compensation to broker-dealers as part of
special sales promotions.

     Signator also pays its branch office principals, who are also independent
general agents of ours, for sales of the policies to Signator customers. In
turn, the branch office principals pay a portion of their compensation to their
assigned marketing representatives, under their own arrangements. The most
common schedule of gross commission (inclusive of overrides and expense
allowance payments paid to such branch office principals) is as follows:

 .    91.6% of the Target Premium paid in the first policy year, 8% of the Target
     Premium paid in each of policy years 2 through 4, and 3% of the Target
     Premium paid in each of policy years 5 through 10,

 .    7.64% of any premium paid in the first policy year in excess of the Target
     Premium,

 .    4% of any premium paid in each of policy years 2 through 4 in excess of the
     Target Premium and 2% of any premium paid in each of policy years 5 through
     10 in excess of the Target Premium,

 .    0.35% of account value less policy loans in policy years 2 through 10, and

 .    0.15% of account value less policy loans in policy year 11 and thereafter.

     Representatives who meet certain productivity and persistency standards may
be eligible for additional compensation. From time to time, JHFI and Signator,
at their expense, may provide significant additional amounts to financial
services firms which sell or arrange for the sale of the policies. Such amounts
may include, for example, financial assistance to financial services firms in
connection with their conferences or seminars, sales or training programs for
invited registered representatives and other employees, payment for travel
expenses, including lodging, incurred by registered representatives and other
employees for such seminars or training programs, seminars for the public,
advertising and sales campaigns regarding the policies, and/or other events or
activities sponsored by the financial services firms.

      We offer these contracts on a continuous basis, but neither JHFI nor
Signator is obligated to sell any particular amount of policies. JHFI and
Signator also serve as principal underwriters for John Hancock Variable Annuity
Accounts U, I and V, and John Hancock Variable Life Accounts S, U and V, all of
which are registered under the 1940 Act. Signator is

                                       40



also the principal underwriter for the John Hancock Variable Series Trust I, and
JHFI is the principal underwriter for the John Hancock Declaration Trust.

     We reimburse JHFI and Signator for certain direct and indirect expenses
actually incurred in connection with the marketing of these contracts. John
Hancock performs insurance underwriting and determines whether to accept or
reject the application for a policy and each insured person's risk
classification. Officers and employees of John Hancock are covered by a blanket
bond by a commercial carrier in the amount of $25 million.

Tax considerations

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

Policy proceeds

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

     If the policy complies with the definition of life insurance, we believe
the death benefit proceeds under the policy will be excludable from the
beneficiary's gross income under the Code.

     Other policy distributions

     Increases in account value as a result of interest or investment experience
will not be subject to federal income tax unless and until values are actually
received through distributions. In general, the owner will be taxed on the
amount of distributions that exceed the premiums paid under the policy. But
under certain circumstances within the first 15 policy years, the owner may be
taxed on a distribution even if total withdrawals do not exceed total premiums
paid. Any taxable distribution will be ordinary income to the owner (rather than
capital gains).

     Distributions for tax purposes can include amounts received upon surrender
or partial withdrawals. You may also be deemed to have received a distribution
for tax purposes if you assign all or part of your policy rights or change your
policy's ownership.

     We also believe that, except as noted below, loans received under the
policy will be treated as indebtedness of an owner and that no part of any loan
will constitute income to the owner. However, if the policy terminates for any
reason, the amount of any outstanding loan that was not previously considered
income will be treated as if it had been distributed to the owner upon such
termination. This could result in a considerable tax bill. Under certain
circumstances involving large amounts of outstanding loans, you might find
yourself having to choose between high premium requirements to keep your policy
from lapsing and a significant tax burden if you allow the lapse to occur.

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

     In the past, the United States Treasury Department has stated that it
anticipated issuing guidelines prescribing circumstances in which the

                                       41



ability of a policy owner to direct his or her investment to particular funds
may cause the policy owner, rather than the insurance company, to be treated as
the owner of the shares of those funds. In that case, any income and gains
attributable to those shares would be included in your current gross income for
federal income tax purposes. Under current law, however, we believe that we, and
not the owner of a policy, would be considered the owner of the fund's shares
for tax purposes.

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

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

7-pay premium limit


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

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

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

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

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

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

Corporate and H.R. 10 plans

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

                                       42



the requirements of applicable provisions of the Code.

Reports that you will receive

     At least annually, we will send you a statement setting forth the following
information as of the end of the most recent reporting period: the amount of the
death benefit, the Basic Sum Insured and the Additional Sum Insured, the account
value, the portion of the account value in each investment option, the surrender
value, premiums received and charges deducted from premiums since the last
report, and any outstanding policy loan (and interest charged for the preceding
policy year). Moreover, you also will receive confirmations of premium payments,
transfers among investment options, policy loans, partial withdrawals and
certain other policy transactions.

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

Voting privileges that you will have

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

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

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

Changes that we can make as to your policy

Changes relating to a Series Fund or the Account

     The voting privileges described in this prospectus reflect our
understanding of applicable Federal securities law requirements. To the extent
that applicable law, regulations or interpretations change to eliminate or
restrict the need for such voting privileges, we reserve the right to proceed in
accordance with any such revised requirements. We also reserve the right,
subject to compliance with applicable law, including approval of owners if so
required, (1) to transfer assets determined by John Hancock to be associated
with the class of policies to which your policy belongs from the Account to
another separate account or subaccount, (2) to operate the Account as a
"management-type investment company" under the 1940 Act, or in any other form
permitted by law, the investment adviser of which would be John Hancock or an
affiliate, (3) to deregister the Account under the 1940 Act, (4) to substitute
for the fund shares held by a subaccount any other investment permitted by law,
and (5) to take any action necessary to comply with or obtain any exemptions
from the 1940 Act. We would notify owners of any of the foregoing changes and,
to the extent legally required, obtain approval of owners and any regulatory
body prior thereto. Such notice

                                       43



and approval, however, may not be legally required in all cases.

Other permissible changes

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

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

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

 .    Combining or removing investment options

 .    Changes in the form of organization of any separate account

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

Adjustments we make to death benefits

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

When we pay policy proceeds

General

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

Delay to challenge coverage


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

Delay for check clearance

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

Delay of separate account proceeds

     We reserve the right to defer payment of any death benefit, loan or other
distribution that is derived from a variable investment option if (1) the New
York Stock Exchange is closed (other than customary weekend and holiday
closings) or trading on the New York Stock Exchange is restricted; (2) an
emergency exists, as a result of which disposal of securities is not reasonably
practicable or it is not reasonably practicable to fairly determine the account
value; or (3) the SEC by order permits the delay for the protection of owners.
Transfers and allocations of account value among the investment options may also
be postponed under these circumstances. If we need to defer calculation of
separate account values for any of the foregoing reasons, all delayed
transactions will be processed at the next values that we do compute.

Other details about exercising rights and paying benefits

Joint ownership

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

                                       44



Assigning your policy

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

Your beneficiary

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

Legal matters

     The legal validity of the policies described in this prospectus has been
passed on by Ronald J. Bocage, Vice President and Counsel for John Hancock. The
law firm of Foley & Lardner, Washington, D.C., has advised us on certain Federal
securities law matters in connection with the policies.

Registration statement filed with the SEC

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

Accounting and actuarial experts

     Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements of John Hancock Life Insurance Company at December 31, 2000
and 1999, and for each of the three years in the period ended December 31, 2000,
and the financial statements of John Hancock Variable Life Insurance Account UV
at December 31, 2000 and for each of the periods indicated therein, as set forth
in their reports. We've included these financial statements in this prospectus
and elsewhere in the registration statement in reliance on Ernst & Young LLP's
reports, given on their authority as experts in accounting and auditing.

     Actuarial matters included in this prospectus have been examined by Paul J.
Strong, F.S.A., an Actuary and Vice President of John Hancock.

Financial statements of John Hancock and the Account

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

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

                                       45



            List of Directors and Executive Officers of John Hancock

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



Directors                                      Principal Occupations
- ---------                                      ---------------------
                          
David F. D'Alessandro .......Chairman of the Board, President and Chief Executive Officer, John
                             Hancock
Foster L. Aborn .............Director, formerly Vice Chairman of the Board and Chief Investment
                             Officer, John Hancock
I. MacAllister Booth ........Retired Chairman of the Board and Chief Executive Officer, Polaroid
                             Corporation (photographic products)
Wayne A. Budd ...............Executive Vice President and General Counsel, John Hancock; formerly
                             Group President, Bell Atlantic - New England (telecommunications)
John M. Connors, Jr. ........Chairman and Chief Executive Officer and Director, Hill, Holliday,
                             Connors, Cosmopoulos, Inc. (advertising).
John M. DeCiccio ............Executive Vice President and Chief Investment Officer, John Hancock
Robert E. Fast ..............Senior Partner, Hale and Dorr (law firm)
Kathleen F. Feldstein .......President, Economic Studies, Inc. (economic consulting).
Nelson S. Gifford ...........Principal, Fleetwing Capital (financial services)
Thomas P. Glynn .............Chief Operating Officer, Partners HealthCare System (health care)
Michael C. Hawley ...........Retired Chairman and Chief Executive Officer,  The Gillette Company
                             (razors, etc.)
Edward H. Linde .............President and Chief Executive Officer, Boston Properties, Inc. (real estate)
Judith A. McHale ............President and Chief Operating Officer, Discovery Communications, Inc.
                             (multimedia communications)
R. Robert Popeo .............Chairman, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo (law firm)
Richard F. Syron ............Chairman and Chief Executive Officer, Thermo Electron Corp. (scientific
                             and industrial instruments)
Robert J. Tarr, Jr. .........Formerly Chairman, President and Chief Executive Officer,
                             HomeRuns.com (online grocer)

Other Executive Officers
- ------------------------
Thomas E. Moloney ...........Senior Executive Vice President and Chief Financial Officer
Michael Bell ................Senior Executive Vice President - Retail; Founder and Director of Monitor
                             Company (management consulting)
Derek Chilvers ..............Executive Vice President; Chairman and Chief Executive Officer of John
                             Hancock International Holdings, Inc.
Maureen R. Ford .............Executive Vice President; Chairman and Chief Executive Officer of John
                             Hancock Funds, Inc.
Barry J. Rubenstein .........Vice President, Counsel and Secretary
Robert F. Walters ...........Executive Vice President and Chief Information Officer


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

                                       46



                         UNAUDITED FINANCIAL STATEMENTS

                                       FOR

                       JOHN HANCOCK LIFE INSURANCE COMPANY

                               THIRD QUARTER 2001

                                       47



                       JOHN HANCOCK LIFE INSURANCE COMPANY

                           CONSOLIDATED BALANCE SHEETS



                                                                               September 30
                                                                                   2001       December 31
                                                                               (Unaudited)       2000
                                                                               -----------     ---------
                                                                                     (in millions)
                                                                                         
Assets
Investments
Fixed maturities:
    Held-to-maturity--at amortized cost
    (fair value: September 30--$1,843.6; December 31--$11,651.2) ...........    $ 1,855.8      $11,888.6
    Available-for-sale--at fair value
    (cost: September 30--$31,548.9; December 31--$15,790.3) ................     32,465.8       16,023.5
    Trading securities--at fair value
    (cost: September 30--$16.5) ............................................         17.0             --
Equity securities:
    Available-for-sale--at fair value
    (cost: September 30--$830.9; December 31--$830.6) ......................        859.8        1,094.9
    Trading securities--at fair value
    (cost: September 30--$267.4; December 31--$193.4) ......................        249.0          231.6
Mortgage loans on real estate ..............................................      8,846.4        8,968.9
Real estate ................................................................        481.7          519.0
Policy loans ...............................................................        446.3          428.6
Short-term investments .....................................................        147.5          151.9
Other invested assets ......................................................      1,251.3        1,353.0
                                                                                ---------      ---------
    Total Investments ......................................................     46,620.6       40,660.0
Cash and cash equivalents ..................................................      1,097.3        2,841.2
Accrued investment income ..................................................        677.0          585.9
Premiums and accounts receivable ...........................................        202.9          210.8
Deferred policy acquisition costs ..........................................      2,490.5        2,388.5
Reinsurance recoverable ....................................................      3,297.6        2,829.0
Other assets ...............................................................      2,613.6        2,100.6
Closed block assets--Note 6 ................................................     10,103.3        9,710.0
Separate accounts assets ...................................................     21,890.5       26,454.8
                                                                                ---------      ---------
    Total Assets ...........................................................    $88,993.3      $87,780.8
                                                                                =========      =========


The accompanying notes are an integral part of these unaudited consolidated
financial statements.

                                       48



                       JOHN HANCOCK LIFE INSURANCE COMPANY

                    CONSOLIDATED BALANCE SHEETS (continued)



                                                                               September 30
                                                                                   2001       December 31
                                                                               (Unaudited)       2000
                                                                               -----------     ---------
                                                                                     (in millions)
                                                                                         
Liabilities and Shareholder's Equity
Liabilities
Future policy benefits .....................................................    $24,468.3      $22,996.4
Policyholders' funds .......................................................     17,594.9       15,722.9
Unearned revenue ...........................................................        726.4          671.3
Unpaid claims and claim expense reserves ...................................        234.5          253.7
Dividends payable to policyholders .........................................        137.9          130.8
Short-term debt ............................................................        250.3          245.3
Long-term debt .............................................................        715.8          534.0
Income taxes ...............................................................        793.4          428.8
Other liabilities ..........................................................      3,627.1        2,600.7
Closed block liabilities-- Note 6 ..........................................     12,273.2       12,035.9
Separate accounts liabilities ..............................................     21,890.5       26,454.8
                                                                                ---------      ---------
    Total Liabilities ......................................................     82,712.3       82,074.6
Minority interest ..........................................................        293.6          290.3
Commitments and contingencies-- Note 5
Shareholder's Equity
Common stock, $10,000 par value; 1,000 shares authorized
    and outstanding ........................................................         10.0           10.0
Additional paid in capital .................................................      4,998.1        4,998.9
Retained earnings ..........................................................        588.8          330.1
Accumulated other comprehensive income .....................................        390.5           76.9
                                                                                ---------      ---------
    Total Shareholder's Equity .............................................      5,987.4        5,415.9
                                                                                ---------      ---------
    Total Liabilities and Shareholder's Equity .............................    $88,993.3      $87,780.8
                                                                                =========      =========


The accompanying notes are an integral part of these unaudited consolidated
financial statements.

                                       49



                       JOHN HANCOCK LIFE INSURANCE COMPANY

                        CONSOLIDATED STATEMENTS OF INCOME


                                                                                     Three Months Ended      Nine Months Ended
                                                                                        September 30            September 30
                                                                                     -------------------    --------------------
                                                                                      2001         2000       2001       2000
                                                                                     -------     -------    --------    --------
                                                                                       (in millions)            (in millions)
Revenues
                                                                                                            
Premiums .......................................................................     $ 394.2     $ 418.9    $1,266.1    $1,435.8
Universal life and investment-type product charges .............................       198.8       193.6       555.8       578.9
Net investment income ..........................................................       821.9       792.0     2,460.2     2,408.6
Net realized investment and other gains (losses), net of related
    amortization of deferred policy acquisition costs and amounts
    credited to participating pension contractholders ($18.0 and
    $(4.6) for the three months ended September 30, 2001 and
    2000 and $13.3 and $(7.9) for the nine months ended
    September 30, 2001 and 2000, respectively) .................................       (60.9)       (2.7)      (95.6)       78.7
Investment management revenues, commissions and other fees .....................       143.7       180.7       450.2       596.3
Other revenue ..................................................................        52.2         4.7       113.9        12.6
Contribution from the closed block--Note 6 .....................................        34.2        39.4        70.9        90.7
                                                                                     -------     -------    --------    --------
    Total revenues .............................................................     1,584.1     1,626.6     4,821.5     5,201.6
Benefits and Expenses
Benefits to policyholders, excluding amounts related to net
    realized investment and other gains (losses) credited to
    participating pension contractholders ($14.1 and $(4.0)
    for the three months ended September 30, 2001 and 2000
    and $15.0 and $(8.7) for the nine months ended
    September 30, 2001 and 2000, respectively) .................................       925.4       896.4     2,746.3     2,854.0
Other operating costs and expenses .............................................       344.6       360.1     1,086.0     1,154.0
Amortization of deferred policy acquisition costs, excluding
    amounts related to net realized investment and other gains (losses)
    ($3.9 and $(0.6) for the three months ended September 30, 2001
    and 2000 and $(1.7) and $0.8 for the nine months ended
    September 30, 2001 and 2000, respectively) .................................        64.0        50.4       193.4       143.8
Dividends to policyholders .....................................................        18.1        26.8        72.0       120.5
                                                                                     -------     -------    --------    --------
    Total benefits and expenses ................................................     1,352.1     1,333.7     4,097.7     4,272.3
                                                                                     -------     -------    --------    --------
Income before income taxes, minority interest and cumulative
    effect of accounting changes ...............................................       232.0       292.9       723.8       929.3
Income taxes ...................................................................        59.5        90.5       204.8       298.7
                                                                                     -------     -------    --------    --------
Income before minority interest and cumulative effect of
    accounting changes .........................................................       172.5       202.4       519.0       630.6
Minority interest ..............................................................        (4.3)       (1.3)      (17.5)       (4.0)
                                                                                     -------     -------    --------    --------
Income before cumulative effect of accounting changes ..........................       168.2       201.1       501.5       626.6
Cumulative effect of accounting changes, net of taxes--Note 1 ..................          --          --         7.2          --
                                                                                     -------     -------    --------    --------
Net income .....................................................................     $ 168.2     $ 201.1    $  508.7    $  626.6
                                                                                     =======     =======    ========    ========


The accompanying notes are an integral part of these unaudited consolidated
financial statements.

                                       50



                       JOHN HANCOCK LIFE INSURANCE COMPANY

      UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY

                            AND COMPREHENSIVE INCOME



                                                                                  Accumulated
                                                          Additional                 Other          Total          Shares
                                                 Common     Paid in    Retained  Comprehensive  Shareholder's    Outstanding
                                                  Stock     Capital    Earnings      Income         Equity      (in thousands)
                                                 ------   -----------  --------  -------------  -------------   --------------
                                                                                 (in millions)
                                                                                                  
Balance at July 1, 2000                           $10.0     $4,950.6    $ 381.5         $(92.8)      $5,249.3         1.0
Demutualization transaction                                     10.6                                     10.6
Comprehensive income:
    Net income                                                            201.1                         201.1
Other comprehensive income, net of tax:
    Net unrealized gains (losses)                                                         51.1           51.1
    Foreign currency translation adjustment                                              (11.6)         (11.6)
    Minimum pension liability                                                             (5.5)          (5.5)
                                                                                                     --------
Comprehensive income                                                                                    235.1
Dividend paid to parent company                                          (466.0)                       (466.0)
                                                  -----     --------    -------         ------       --------         ---
Balance at September 30, 2000                     $10.0     $4,961.2    $ 116.6         $(58.8)      $5,029.0         1.0
                                                  =====     ========    =======         ======       ========         ===
Balance at July 1, 2001                           $10.0     $4,998.4    $ 420.6         $310.1       $5,739.1         1.0
Demutualization transaction                                     (0.3)                                    (0.3)
Comprehensive income:
    Net income                                                            168.2                         168.2
Other comprehensive income, net of tax:
    Net unrealized gains (losses)                                                         70.4           70.4
    Net accumulated gains (losses) on cash
      flow hedges                                                                         34.2           34.2
Foreign currency translation adjustment                                                  (18.2)         (18.2)
                                                                                                     --------
Comprehensive income                                                                                    254.6
Minority interest                                                                         (6.0)          (6.0)
                                                  -----     --------    -------         ------       --------         ---
Balance at September 30, 2001                     $10.0     $4,998.1    $ 588.8         $390.5       $5,987.4         1.0
                                                  =====     ========    =======         ======       ========         ===


The accompanying notes are an integral part of these unaudited consolidated
financial statements.

                                       51



                       JOHN HANCOCK LIFE INSURANCE COMPANY

      UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY

                      AND COMPREHENSIVE INCOME (continued)



                                                                                    Accumulated
                                                           Additional                  Other         Total            Shares
                                                   Common   Paid in     Retained   Comprehensive   Shareholder's    Outstanding
                                                    Stock   Capital     Earnings       Income         Equity       (in Thousands)
                                                   ------  ----------   --------   -------------   -------------   --------------
                                                                                   (in millions)
                                                                                                 
Balance at January 1, 2000 ......................      --          --   $4,782.9          $(29.7)       $4,753.2          --
Demutualization transaction .....................  $ 10.0  $  4,961.2   (4,826.9)                          144.3         1.0
Comprehensive income:
  Net income before demutualization .............                           44.0                            44.0
  Net income after demutualization ..............                          582.6                           582.6
                                                                        --------                   -------------
  Net income for the period .....................                          626.6                           626.6
Other comprehensive income, net of tax:
  Net unrealized gains (losses) .................                                            6.3             6.3
  Foreign currency translation
    adjustment ..................................                                          (18.9)          (18.9)
  Minimum pension liability .....................                                          (16.5)          (16.5)
                                                                                                   -------------
Comprehensive income ............................                                                          597.5
Dividend paid to parent company .................                         (466.0)                         (466.0)
                                                   ------  ----------   --------   -------------   -------------         ---
Balance at September 30, 2000 ...................  $ 10.0  $  4,961.2   $  116.6          $(58.8)       $5,029.0         1.0
                                                   ======  ==========   ========   =============   =============         ===
Balance at January 1, 2001 ......................  $ 10.0  $  4,998.9   $  330.1           $76.9        $5,415.9         1.0
Demutualization transaction .....................                (0.8)                                      (0.8)
Comprehensive income:
  Net income ....................................                          508.7                           508.7
Other comprehensive income, net of tax:
  Net unrealized gains (losses) .................                                           76.1            76.1
  Net accumulated gains (losses) on cash
    flow hedges .................................                                           14.2            14.2
  Foreign currency translation
    adjustment ..................................                                          (21.5)          (21.5)
                                                                                                   -------------
Comprehensive income ............................                                                          577.5
Dividend paid to parent company .................                         (250.0)                         (250.0)
Change in accounting principle                                                             227.6           227.6
Minority interest ...............................                                           17.2            17.2
                                                   ------  ----------   --------   -------------   -------------         ---
Balance at September 30, 2001 ...................  $ 10.0  $  4,998.1   $  588.8          $390.5        $5,987.4         1.0
                                                   ======  ==========   ========   =============   =============         ===


The accompanying notes are an integral part of these unaudited consolidated
financial statements.

                                       52



                       JOHN HANCOCK LIFE INSURANCE COMPANY

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                              Nine Months Ended
                                                                                                September 30
                                                                                         -------------------------
                                                                                            2001           2000
                                                                                         ----------     ----------
                                                                                               (in millions)
Cash flows from operating activities:
                                                                                                  
  Net income ........................................................................... $    508.7     $    626.6
    Adjustments to reconcile net income to net cash provided by operating activities:
      Amortization of discount--fixed maturities .......................................     (119.7)         (85.9)
      Realized investment and other (gains) losses, net ................................       95.6          (78.7)
      Change in deferred policy acquisition costs ......................................     (212.4)        (131.7)
      Depreciation and amortization ....................................................       95.4           80.3
      Net cash flows from trading securities ...........................................      (34.4)        (142.4)
      Increase in accrued investment income ............................................      (91.1)        (100.6)
      Decrease (increase) in premiums and accounts receivable ..........................        7.9          (25.1)
      Increase in other assets and other liabilities, net ..............................     (154.4)        (559.9)
      Increase in policy liabilities and accruals, net .................................    1,257.0        1,291.3
      Increase in income taxes .........................................................      267.1          300.4
      Initial cash transferred to the closed block .....................................         --         (158.6)
      Contribution from the closed block ...............................................      (70.9)         (90.7)
                                                                                         ----------     ----------
        Net cash provided by operating activities ......................................    1,548.8          925.0
Cash flows from investing activities:
  Sales of:
    Fixed maturities available-for-sale ................................................   14,207.0        4,242.7
    Equity securities available-for-sale ...............................................      329.5          257.3
    Real estate ........................................................................        4.3           49.5
    Short-term investments and other invested assets ...................................      118.6           24.5
  Maturities, prepayments and scheduled redemptions of:
    Fixed maturities held-to-maturity ..................................................      161.1        1,216.9
    Fixed maturities available-for-sale ................................................    1,988.0        1,149.9
    Short-term investments and other invested assets ...................................      112.6          406.6
    Mortgage loans on real estate ......................................................      917.6          953.4
  Purchases of:
    Fixed maturities held-to-maturity ..................................................      (31.6)      (1,292.9)
    Fixed maturities available-for-sale ................................................  (21,448.3)      (6,232.5)
    Equity securities available-for-sale ...............................................     (241.4)        (194.4)
    Real estate ........................................................................       (5.5)         (48.0)
    Short-term investments and other invested assets ...................................     (400.3)        (568.8)
    Mortgage loans on real estate issued ...............................................   (1,001.3)      (1,290.8)
    Cash (paid) received related to acquisition of business ............................      (41.0)         141.3
    Cash received on sale of subsidiary ................................................       12.8             --
    Other, net .........................................................................       35.4           25.6
                                                                                         ----------     ----------
      Net cash used in investing activities ............................................ $ (5,282.5)    $ (1,159.7)
                                                                                         ==========     ==========


The accompanying notes are an integral part of these unaudited consolidated
financial statements.

                                       53



                       JOHN HANCOCK LIFE INSURANCE COMPANY

           UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)



                                                                                    Nine Months Ended
                                                                                       September 30
                                                                                 -----------------------
                                                                                    2001         2000
                                                                                 ---------     ---------
                                                                                      (in millions)
Cash flows from financing activities:
                                                                                         
  Issuance of common stock ..................................................... $      --     $    10.0
  Contribution from parent .....................................................        --       1,589.0
  Payments to eligible policyholders under Plan of Reorganization ..............        --      (1,067.0)
  Dividends paid to parent .....................................................    (250.0)       (200.0)
  Universal life and investment-type contract deposits .........................   8,256.9       5,250.3
  Universal life and investment-type contract maturities and withdrawals .......  (6,142.6)     (5,435.8)
  Issuance of short-term debt ..................................................     160.4            --
  Issuance of long-term debt ...................................................     145.2          20.0
  Repayment of long-term debt ..................................................     (14.0)        (73.2)
  Net (decrease) increase in commercial paper ..................................    (166.1)         64.6
                                                                                 ---------     ---------
    Net cash provided by financing activities ..................................   1,989.8         157.9
                                                                                 ---------     ---------
    Net decrease in cash and cash equivalents ..................................  (1,743.9)        (76.8)
Cash and cash equivalents at beginning of year .................................   2,841.2       1,797.7
                                                                                 ---------     ---------
Cash and cash equivalents at end of period ..................................... $ 1,097.3     $ 1,720.9
                                                                                 =========     =========


The accompanying notes are an integral part of these unaudited consolidated
financial statements.

                                       54



                       JOHN HANCOCK LIFE INSURANCE COMPANY

            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies

     Basis of Presentation

     The accompanying unaudited consolidated financial statements of John
Hancock Life Insurance Company, Inc. (the Company) have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. In the opinion of
management, these unaudited consolidated financial statements contain all
adjustments, consisting of only normal and recurring adjustments, necessary for
a fair presentation of the financial position and results of operations.
Operating results for the three and nine month periods ended September 30, 2001
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2001. These unaudited consolidated financial statements
should be read in conjunction with the Company's annual audited financial
statements as of December 31, 2000 included in the Company's Form 10-K for the
year ended December 31, 2000 filed with the United States Securities and
Exchange Commission (hereafter referred to as the Company's 2000 Form 10-K).

     The balance sheet at December 31, 2000 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete financial statements.

     Reorganization and Initial Public Offering

     In connection with John Hancock Mutual Life Insurance Company's (the Mutual
Company) Plan of Reorganization (the Plan), effective February 1, 2000, the
Mutual Company converted from a mutual life insurance company to a stock life
insurance company (i.e. demutualized) and became a wholly-owned subsidiary of
John Hancock Financial Services, Inc. (JHFS), which is a holding company. All
policyholder membership interests in the Mutual Company were extinguished on
that date and eligible policyholders of the Mutual Company received, in the
aggregate, 212.8 million shares of common stock, $1,438.7 million of cash and
$43.7 million of policy credits as compensation. In addition, the Company
established a closed block to fund the guaranteed benefits and dividends of
certain participating insurance policies. In connection with the Plan, the
Mutual Company changed its name to John Hancock Life Insurance Company.

     In addition, on February 1, 2000, JHFS, the parent company, completed its
initial public offering (IPO) in which 102.0 million shares of common stock were
issued at a price of $17.00 per share. Net proceeds from the IPO were $1,657.7
million, of which $105.7 million was retained by JHFS and $1,552.0 million was
contributed to the Company.

                                       55



                       JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

     Cumulative Effect of Accounting Changes

     During the first quarter of 2001, the Company changed the method of
accounting for the recognition of deferred gains and losses considered in the
calculation of the annual expense for its employee pension plan under Statement
of Financial Accounting Standards (SFAS) No. 87, "Employers' Accounting for
Pensions," and for its postretirement health and welfare plans under SFAS No.
106, "Employers' Accounting for Postretirement Benefits Other Than Pensions."
The Company changed the method of recognizing gains and losses from deferral
within a 10% corridor and amortization of gains outside this corridor over the
future working careers of the participants to deferral within a 5% corridor and
amortization of gains and losses outside this corridor over the future working
careers of the participants. The new method is preferable because in the
Company's situation, it produces results that more closely match current
economic realities of the Company's retirement and welfare plans through the use
of the current fair values of assets while still mitigating the impact of
extreme gains and losses. As a result, on January 1, 2001, the Company recorded
a credit of $18.6 million (net of tax of $9.9 million), related to its employee
benefit pension plans, and a credit of $4.7 million (net of tax of $2.6
million), related to its postretirement health and welfare plans. The total
credit recorded as a cumulative effect of an accounting change was $23.3 million
(net of tax of $12.5 million) for the nine months ended September 30, 2001. This
change in accounting increased net income for the three and nine month periods
ended September 30, 2001 by $1.1 million and $3.3 million, respectively. The pro
forma results, assuming this change in accounting had taken place as of the
beginning of 2000, would not be materially different from the reported results.

     In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." In June
1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities--Deferral of the Effective Date of FASB Statement 133." This
Statement amends SFAS No. 133 to defer its effective date for one year, to
fiscal years beginning after June 15, 2000. In June 2000, the FASB issued SFAS
No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities." This Statement makes certain changes in the hedging provisions of
SFAS No. 133, and is effective concurrent with SFAS No. 133. As amended, SFAS
No. 133 requires all derivatives to be recognized on the balance sheet at fair
value, and establishes special accounting for the following three types of
hedges: fair value hedges, cash flow hedges, and hedges of foreign currency
exposures of net investments in foreign operations. Special accounting for
qualifying hedges provides for matching the timing of gain or loss recognition
on the hedging instrument with the recognition of the corresponding change in
value of the hedged item. If the derivative is accounted for as a hedge,
depending on the nature of the hedge, the change in the fair value of
derivatives is either offset against the change in the fair value of the hedged
asset, liability or firm commitment through earnings or recognized in other
comprehensive income until the change in value of the hedged item is recognized
in earnings. The ineffective portion of a derivative's change in fair value is
recognized immediately in earnings and is included in net realized and other
investment gains. As a result, such amounts are not included in the
determination of the Company's segment after-tax operating income. In addition,
SFAS No. 133, as amended, precludes the designation of held-to-maturity fixed
maturity investment securities as hedged items in hedging relationships where
the hedged risk is interest rate risk.

     On January 1, 2001, the Company adopted SFAS No. 133, as amended. The
Company's risk management philosophy has not changed as a result of adoption of
the Statement. The adoption of SFAS No. 133, as amended, resulted in a charge to
operations accounted for as a cumulative effect of accounting change of $16.1
million (net of tax of $8.3 million) as of January 1, 2001. In addition, as of
January 1, 2001, a $227.6 million (net of tax of $122.6 million) cumulative
effect of accounting change was recorded in other comprehensive income for (1)
the transition adjustment in the adoption of SFAS 133, as amended, an increase
of $40.5 million (net of tax of $21.8 million), and (2) the reclassification of
certain securities from the held-to-maturity category to the available-for-sale
category, an increase of $187.1 million (net of tax of $100.8 million).

                                       56



                       JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

     New Accounting Pronouncements

     In July 2001, the FASB issued SFAS No. 141, "Business Combinations." SFAS
No. 141 requires that all business combinations be accounted for under a single
method--the purchase method. Use of the pooling-of-interests method is no longer
permitted. SFAS No. 141 also clarifies the criteria to recognize intangible
assets separately from goodwill. SFAS No. 141 is effective for business
combinations initiated after June 30, 2001.

     In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 requires that goodwill and other intangible assets deemed
to have indefinite lives no longer be amortized to earnings, but instead be
reviewed at least annually for impairment. Intangible assets with definite lives
will continue to be amortized over their useful lives. SFAS No. 142 will be
effective January 1, 2002. The Company estimates that adoption of SFAS No. 142
will result in an increase in net income of approximately $10-15 million for the
year ended December 31, 2002. During 2002, the Company will perform the first of
the required impairment tests of goodwill as of January 1, 2002 based on the
guidance in SFAS No. 142. The Company does not expect the impact of these
impairment tests on its earnings or financial position to be material.

     In September 2001, the FASB's Emerging Issues Task Force reached a
consensus on Issue 01-10--"Accounting for the Impact of the Terrorist Attacks of
September 11, 2001." Issue 01-10 presents guidance relative to accounting for
and financial reporting of the events of September 11, 2001 (the Events),
including both how and when to measure, record and report losses and any
resulting liabilities which are directly attributable to the Events. Based on a
comprehensive review of the Company's operations, the Company believes that the
Events had no material financial impact on the earnings or financial position of
the Company.

     In December 2000, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position 00-3, "Accounting by Insurance Enterprises
for Demutualizations and Formations of Mutual Insurance Holding Companies and
Certain Long-Duration Participating Contracts", (SOP 00-3). SOP 00-3, which was
adopted with respect to accounting for demutualization expenses by the Company
effective December 15, 2000, requires that demutualization related expenses be
classified as a single line item within income from continuing operations and
should not be classified as an extraordinary item. The adoption of SOP 00-3
resulted in the reclassification of demutualization expenses previously recorded
as an extraordinary item in the nine month period ended September 30, 2000 of
$10.3 million (net of tax of $0.4 million). There were no demutualization
expenses for the three or nine months ended September 30, 2001. The remaining
provisions of this SOP, which will require (1) the inclusion of all closed block
activity together with all other assets, liabilities, revenues and expenses and
(2) recognition of a policyholder dividend obligation that represents cumulative
actual closed block earnings in excess of expected periodic amounts calculated
at the date of the demutualization, are effective no later than December 31,
2001. See Note 6 for a summary description of the closed block assets,
liabilities, revenues and expenses, which do not include the policyholder
dividend obligation that will be required in 2001. The Company currently is
evaluating the effect that establishing the policyholder dividend obligation
will have on its results of operations and financial position. That impact is
not known at this time.

     Reclassifications

     During the third quarter of 2001, the Company began classifying investment
returns related to equity indexed universal life insurance policies sold through
The Maritime Life Assurance Company (Maritime), a majority-owned subsidiary of
the Company, with benefits to policyholders and reclassified prior period
balances from net investment income to benefits to policyholders. See Note 7 to
the unaudited consolidated financial statements, Derivative and Hedging
Instruments in the section entitled Derivatives Not Designated as Hedging
Instruments.

                                       57



                       JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

     Codification

     In March 1998, the National Association of Insurance Commissioners (NAIC)
adopted codified statutory accounting principles (Codification) effective
January 1, 2001. Codification changes prescribe statutory accounting practices
and results in changes to the accounting practices that the Company and its
domestic life insurance subsidiaries use to prepare their statutory-basis
financial statements. The states of domicile of these subsidiaries adopted
Codification as the prescribed basis of accounting on which domestic insurers
must report their statutory-basis results effective January 1, 2001. The
cumulative effect of changes in accounting principles adopted to conform to the
requirements of Codification is reported as an adjustment to surplus in the
statutory-basis financial statements as of January 1, 2001. Although the
implementation of Codification reduced the Company's domestic life insurance
subsidiaries' statutory-basis capital and surplus, these subsidiaries remain in
compliance with all regulatory and contractual obligations.

     Recent Acquisitions

     On October 1, 2001, The Maritime Life Assurance Company (Maritime), a
majority-owned Canadian subsidiary of the Company, completed its purchase of the
shares of Royal & Sun Alliance Life Insurance Company of Canada ("RSAF") for an
amount of approximately $149.9 million, financed primarily by a public debt
offering in Canada. RSAF's business includes life insurance, guaranteed interest
savings and retirement products and segregated funds. The Company believes that
this purchase will strengthen its competitive position in the Canadian market.
The proforma results for the periods ending September 30, 2001 and 2000,
assuming the acquisitions of RSAF had taken place as of the beginning of 2001
and 2000, respectively, would not be materially different from the reported
results.

     On April 2, 2001, a subsidiary of the Company, Signature Fruit Company, LLC
(Signature Fruit), acquired certain assets and assumed certain liabilities out
of bankruptcy proceedings of Tri Valley Growers, Inc., a cooperative
association. The transaction was accounted for as a purchase and the results of
operations are included in the accompanying financial statements since the date
of acquisition. The fair values of assets acquired and liabilities assumed were
$252.1 million and $199.1 million, respectively. The net losses related to the
acquired operations included in the Company's results for the three and nine
month periods ended September 30, 2001 were $2.7 million and $4.0 million,
respectively. The pro forma results for the three and nine month periods ended
September 30, 2001 and 2000, respectively, assuming the acquisition had taken
place at the beginning of the periods presented, would not be materially
different from the reported results.

     On March 1, 2000, the Company acquired the individual long-term care
insurance business of Fortis, Inc. (Fortis). The pro forma results for the three
and nine month periods ended September 30, 2000, assuming the acquisition of
Fortis had taken place as of the beginning of 2000, would not be materially
different from the reported results.

Note 2. Transactions with Parent

     The Company provides JHFS with personnel, property and facilities in
carrying out certain of its corporate functions. The Company annually determines
a fee for these services and facilities based on a number of criteria. The
amount of service fee charged to JHFS was $5.9 million and $22.6 million for the
three and nine month periods ended September 30, 2001, respectively. No such
service fee was charged to JHFS during the comparable prior year periods. During
the nine month periods ended September 30, 2001 and 2000, the Company declared
dividends to JHFS of $250.0 million and $466.0 million, respectively, of which
$266.0 million was unpaid at September 30, 2000.

     On November 5, 2001, the Board of Directors of the Company approved a plan
whereby the Company will dividend its ownership of Direct Foreign Operations
(DFO) and its remaining 55% ownership of Maritime to JHFS. In addition, the
board approved the payment by the Company to JHFS of a cash dividend of
approximately $11.0 million. The Company expects to complete these transactions
in the fourth quarter of 2001.

                                       58



                       JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 3. Segment Information

     The Company operates in the following five business segments: two segments
primarily serve retail customers, two segments serve institutional customers and
our fifth segment is the Corporate and Other Segment, which includes our
international operations. Our retail segments are the Protection Segment and the
Asset Gathering Segment. Our institutional segments are the Guaranteed and
Structured Financial Products Segment (G&SFP) and the Investment Management
Segment. For additional information about the Company's business segments, refer
to the Company's 2000 Form 10-K, as amended.

     The following tables summarize selected financial information by segment
for the three and nine month periods ended or as of September 30, 2001 and 2000,
respectively, and reconciles segment revenues and segment after-tax operating
income to amounts reported in the unaudited consolidated statements of income
(in millions). Included in the Protection Segment for 2001 are the closed block
assets and liabilities, as well as the contribution from the closed block, which
is reflected in "Revenues" in the table below (see Note 6).



                                                     Retail                       Institutional
                                        Retail        Asset       Institutional    Investment    Corporate
                                      Protection    Gathering         G&SFP        Management    and Other   Consolidated
                                      ----------    ---------     -------------   -------------  ---------   ------------
                                                                                           
As of or for the three months ended
 September 30, 2001
Revenues:
  Segment revenues .................  $   395.2     $   296.2      $   474.2        $   33.2     $   441.2     $ 1,640.0
  Net realized investment and other
   gains (losses), net .............       (0.9)          9.7          (57.8)             --          (6.9)        (55.9)
                                      ---------     ---------      ---------        --------     ---------     ---------
  Revenues .........................  $   394.3     $   305.9      $   416.4        $   33.2     $   434.3     $ 1,584.1
                                      =========     =========      =========        ========     =========     =========
  Net investment income ............  $   150.3     $   130.9      $   455.3        $    8.9     $    76.5     $   821.9
Net Income:
  Segment after-tax operating
   income ..........................       67.4          41.0           62.9             7.0          23.8         202.1
  Net realized investment and other
   gains (losses), net .............       (0.4)          6.6          (36.9)             --          (4.0)        (34.7)
  Restructuring charges.............       (1.0)         (0.3)            --            (0.2)         (1.5)         (3.0)
  Surplus tax ......................        1.5            --            2.1              --           0.2           3.8
                                      ---------     ---------      ---------        --------     ---------     ---------
  Net income .......................  $    67.5     $    47.3      $    28.1        $    6.8          18.5     $   168.2
                                      =========     =========      =========        ========     =========     =========
Supplemental Information:
  Inter-segment revenues ...........         --            --             --        $    6.5     $    (6.5)           --
  Equity in net income of investees
   accounted for by the equity
   method ..........................  $     5.1     $     2.2      $     7.9             3.4          (7.3)    $    11.3
  Amortization of deferred policy
   acquisition costs, excluding
   amounts related to net realized
   investment gains (losses) .......       31.4          22.5            0.4              --           9.7          64.0
  Segment assets ...................  $27,676.6     $13,835.4      $32,373.3        $2,792.9     $12,315.1     $88,993.3
  
                                       59



                       JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)



                                                       Retail                      Institutional
                                         Retail         Asset      Institutional     Investment       Corporate
                                       Protection     Gathering        G&SFP         Management       and Other      Consolidated
                                       ----------     ---------    -------------   -------------      ---------      ------------
                                                                                                  
As of or for the three months
 ended September 30, 2000
Revenues:
 Segment revenues ....................  $   379.9     $   297.2      $   483.5        $   45.4       $   421.8        $ 1,627.8
 (Net realized investment and
   other gains losses), net ..........       (2.9)          4.2          (18.0)            1.1            14.4             (1.2)
                                        ---------     ---------      ---------        --------       ---------        ---------
 Revenues ............................  $   377.0     $   301.4      $   465.5        $   46.5       $   436.2        $ 1,626.6
                                        =========     =========      =========        ========       =========        =========
Net investment income ................  $   141.2     $   111.5      $   438.2        $    7.0       $    94.1        $   792.0
Net Income:
 Segment after-tax operating
   income ............................       71.6          38.4           52.3             7.8            28.8            198.9
 Net realized investment and
   other gains (losses), net .........       (1.9)          2.6          (11.3)            0.7             7.2             (2.7)
 Restructuring charges ...............       (1.8)         (0.4)          (0.1)             --            (0.1)            (2.4)
 Surplus tax .........................        5.5           0.4            4.0              --            (2.6)             7.3
                                        ---------     ---------      ---------        --------       ---------        ---------
 Net income ..........................  $    73.4     $    41.0      $    44.9        $    8.5       $    33.3        $   201.1
                                        =========     =========      =========        ========       =========        =========
Supplemental Information:
 Inter-segment revenues ..............         --            --             --        $    9.7       $    (9.7)              --
 Equity in net income of
   investees accounted for by
   the equity method .................  $    (2.8)    $    (1.5)     $    (0.4)           (2.5)           13.1        $     5.9
 Amortization of deferred
   policy acquisition costs,
   excluding amounts related to
   net realized investment gains
   (losses) ..........................       21.2          17.5            0.8              --            10.9             50.4
 Segment assets ......................  $27,175.7     $14,439.1      $31,061.8        $2,149.6       $12,124.3        $86,950.5







                                       60



                       JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)



                                                        Retail                        Institutional
                                        Retail          Asset     Institutional         Investment      Corporate
                                      Protection      Gathering       G&SFP             Management      and Other       Consolidated
                                      ----------      ---------   -------------       -------------     ---------       ------------
As of or for the nine months
  ended September 30, 2001
Revenues:
                                                                                                      
  Segment revenues .................   $ 1,131.3      $   880.0     $ 1,462.6            $   99.7       $ 1,350.2         $ 4,923.8
  Net realized investment and
    other gains(losses), net .......       (38.8)          (1.5)        (81.3)               (0.1)           19.4            (102.3)
                                       ---------      ---------     ---------            --------       ---------         ---------
  Revenues .........................   $ 1,092.5      $   878.5     $ 1,381.3            $   99.6       $ 1,369.6         $ 4,821.5
                                       =========      =========     =========            ========       =========         =========
  Net investment income ............     $ 440.2      $   373.5     $ 1,386.5            $   18.1       $   241.9         $ 2,460.2
Net Income:
  Segment after-tax operating
    income .........................       212.9          109.9         180.2                17.0            63.7             583.7
  Net realized investment and other
    gains (losses), net ............       (24.0)            --         (51.3)               (0.1)           11.7             (63.7)
  Restructuring charges ............        (3.8)         (15.4)         (0.7)               (0.7)           (1.7)            (22.3)
  Cumulative effect of accounting
    changes ........................        11.7           (0.5)         (1.2)               (0.2)           (2.6)              7.2
  Surplus tax ......................         1.5             --           2.1                  --             0.2               3.8
                                       ---------      ---------     ---------            --------       ---------         ---------
  Net income .......................   $   198.3      $    94.0     $   129.1            $   16.0       $    71.3         $   508.7
                                       =========      =========     =========            ========       =========         =========
Supplemental Information:
  Inter-segment revenues ...........          --             --            --            $   21.2       $   (21.2)               --
  Equity in net income of investees
    accounted for by the equity
    method .........................   $     9.9      $     6.1     $    16.0                 3.8            21.0         $    56.8
  Amortization of deferred policy
    acquisition costs, excluding
    amounts related to net realized
    investment gains (losses) ......        83.3           59.5           1.9                  --            48.7             193.4
  Segment assets ...................   $27,676.6      $13,835.4     $32,373.3            $2,792.9       $12,315.1         $88,993.3

                                       61



                       JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)



                                                    Retail                     Institutional
                                      Retail         Asset     Institutional    Investment     Corporate
                                    Protection     Gathering       G&SFP        Management     and Other     Consolidated
                                    ----------     ---------   -------------    ----------     ---------     ------------
                                                                                           
As of or for the nine months
 ended September 30, 2000
Revenues:
  Segment revenues ................  $ 1,169.1     $   894.1      $ 1,583.0      $  173.3      $ 1,304.0        $ 5,123.5
  Net realized investment and
   other gains (losses), net ......       11.6          10.1          (38.9)          1.7           93.6             78.1
                                     ---------     ---------      ---------      --------      ---------        ---------
  Revenues ........................  $ 1,180.7     $   904.2      $ 1,544.1      $  175.0      $ 1,397.6        $ 5,201.6
                                     =========     =========      =========      ========      =========        =========
  Net investment income ...........  $   456.9     $   327.4      $ 1,287.0      $   17.3      $   320.0        $ 2,408.6
Net Income:
  Segment after-tax operating
   income .........................      195.4         104.0          161.6          40.2           78.8            580.0
  Net realized investment and
   other gains (losses), net ......        7.1           6.3          (24.4)          1.0           57.4             47.4
  Restructuring charges ...........       (5.4)         (1.4)          (2.3)           --           (1.0)           (10.1)
  Group pension dividend
   transfer .......................         --            --            5.7            --             --              5.7
  Demutualization expenses ........       (0.2)         (0.1)          (0.2)           --           (0.2)            (0.7)
  Other demutualization related
   costs ..........................       (6.7)         (1.4)          (1.7)           --           (0.4)           (10.2)
  Surplus tax .....................        8.4           0.5            5.5            --            0.1             14.5
                                     ---------     ---------      ---------      --------      ---------        ---------
  Net income ......................  $   198.6     $   107.9      $   144.2      $   41.2      $   134.7        $   626.6
                                     =========     =========      =========      ========      =========        =========
Supplemental Information:
  Inter-segment revenues ..........         --            --             --      $   31.2      $   (31.2)              --
  Equity in net income of
   investees accounted for by
   the equity method ..............  $     2.9     $     1.7      $     5.9           5.5           71.6        $    87.6
  Amortization of deferred
   policy acquisition costs,
   excluding amounts related to
   net realized investment gains
   (losses) .......................       46.9          53.6            2.2            --           41.1            143.8
  Segment assets ..................  $27,175.7     $14,439.1      $31,061.8      $2,149.6      $12,124.3        $86,950.5


Note 4. Severance

     As part of JHFS's on-going Competitive Position Project, the Company
participated in a restructuring plan to reduce costs and increase future
operating efficiency by consolidating portions of its operations. The plan
consists primarily of reducing staff in the home office and terminating certain
operations outside the home office.

     In connection with the restructuring plan, approximately 798 employees have
been or will be terminated. As of September 30, 2001 and December 31, 2000, the
liability for employee termination costs, included in other liabilities was
$19.3 million and $20.6 million, respectively. Employee termination costs,
included in other operating costs and expenses, were $4.4 million and $3.6
million for the three months ended September 30, 2001 and 2000 and $35.0 million
and $16.6 million for the nine months ended September 30, 2001 and 2000,
respectively. Of the total number of employees affected, approximately 794
employees were terminated as of September 30, 2001, having received benefit
payments of approximately $62.1 million.

                                       62



                       JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 5. Contingencies

     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 September 30, 2001. It is the
opinion of management, after consultation with counsel, that the ultimate
liability with respect to these claims, if any, will not materially affect the
financial position or results of operations of the Company.

     During 1997, the Company entered into a court-approved settlement relating
to a class action lawsuit involving certain individual life insurance policies
sold from 1979 through 1996. In entering into the settlement, the Company
specifically denied any wrongdoing. The total reserve held in connection with
the settlement to provide for relief to class members and for legal and
administrative costs associated with the settlement amounted to $43.1 million
and $224.0 million at September 30, 2001 and December 31, 2000, respectively.
There were no additional reserves recorded related to the settlement for the
three and nine month periods ended September 30, 2001 and 2000. The estimated
reserve is based on a number of factors, including the estimated cost per claim
and the estimated costs to administer the claims.

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

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

     On February 28, 1997, the Company sold a major portion of its group
insurance business to UNICARE Life & Health Insurance Company (UNICARE), a
wholly owned subsidiary of WellPoint Health Networks, Inc. The business sold
included the Company's group accident and health business and related group life
business and Cost Care, Inc., Hancock Association Services Group and Tri-State,
Inc., all of which were indirect wholly owned subsidiaries of the Company. The
Company retained its group long-term care insurance operations. The insurance
business sold was transferred to UNICARE through a 100% coinsurance agreement.
The Company secured a $397.0 million letter of credit facility with a group of
banks. The banks have agreed to issue a letter of credit to the Company pursuant
to which the Company may draw up to $397.0 million for any claims not satisfied
by UNICARE under the coinsurance agreement after the Company has incurred the
first $113.0 million of losses from such claims. The amount available pursuant
to the letter of credit agreement and any letter of credit issued thereunder
automatically will be reduced on a scheduled basis consistent with the
anticipated run-off of liabilities related to the business reinsured under the
coinsurance agreement. The letter of credit facility was reduced to $127.0
million on March 1, 2001. The letter of credit facility and any letter of credit
issued thereunder are scheduled to expire on March 1, 2002. The Company remains
liable to its policyholders to the extent that UNICARE does not meet its
contractual obligations under the coinsurance agreement.

                                       63



                       JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

     Through the Company's group health insurance operations, the Company
entered into a number of reinsurance arrangements in respect of personal
accident insurance and the occupational accident component of workers
compensation insurance, a portion of which was originated through a pool managed
by Unicover Managers, Inc. Under these arrangements, the Company both assumed
risks as a reinsurer and also passed 95% of these risks on to other companies.
This business had originally been reinsured by a number of different companies
and has become the subject of widespread disputes. The disputes concern the
placement of the business with reinsurers and recovery of the reinsurance. The
Company is engaged in disputes, including a number of legal proceedings, in
respect of this business. The risk to the Company is that other companies that
reinsured the business from the Company may seek to avoid their reinsurance
obligations. However, the Company believes that it has a reasonable legal
position in this matter. During the fourth quarter of 1999 and early 2000, the
Company received additional information about its exposure to losses under the
various reinsurance programs. As a result of this additional information and in
connection with global settlement discussions initiated in late 1999 with other
parties involved in the reinsurance programs, during the fourth quarter of 1999
the Company recognized a charge for uncollectable reinsurance of $133.7 million,
after tax, as its best estimate of its remaining loss exposure. The Company
believes that any exposure to loss from this issue, in addition to amounts
already provided for as of September 30, 2001, would not be material.

     Reinsurance ceded contracts do not relieve the Company from its obligations
to policyholders. The Company remains liable to its policyholders for the
portion reinsured to the extent that any reinsurer does not meet its obligations
for reinsurance ceded to it under the reinsurance agreements. Failure of the
reinsurers to honor their obligations could result in losses to the Company;
consequently, estimates are established for amounts deemed or estimated to be
uncollectable. 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 reinsurers.

                                       64



                       JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 6. Closed Block

     Under the Plan, the Company created a closed block for the benefit of
policies included therein. The following table sets forth certain summarized
financial information relating to the closed block as of the dates indicated:



                                                                                     September 30        December 31
                                                                                         2001               2000
                                                                                     ------------        -----------
                                                                                             (in millions)
                                                                                                      
Assets
Investments
Fixed maturities:
  Held-to-maturity--at amortized cost
  (fair value: September 30--$106.1; December 31--$2,327.4) ......................  $    108.1              $ 2,269.9
  Available-for-sale-at fair value
  (cost: September 30--$5,101.6; December 31--$2,378.7) ..........................     5,298.5                2,353.0
Equity securities:
  Available-for-sale--at fair value
  (cost: September 30--$10.3; December 31--$5.3) .................................        11.5                    6.3
Mortgage loans on real estate ....................................................     1,831.4                1,930.6
Policy loans .....................................................................     1,548.6                1,540.6
Short-term investments ...........................................................        11.7                   62.1
Other invested assets ............................................................        64.5                   40.7
                                                                                    ----------              ---------
  Total Investments ..............................................................     8,874.3                8,203.2

Cash and cash equivalents ........................................................       174.8                  305.6
Accrued investment income ........................................................       164.9                  149.3
Premiums and accounts receivable .................................................        22.6                   27.1
Deferred policy acquisition costs ................................................       778.7                  947.3
Other assets .....................................................................        88.0                   77.5
                                                                                    ----------              ---------
  Total Closed Block Assets ......................................................  $ 10,103.3              $ 9,710.0
                                                                                    ==========              =========


Liabilities

Future policy benefits ...........................................................  $ 10,105.1              $ 9,910.5
Policyholders' funds .............................................................     1,492.1                1,459.5
Other liabilities ................................................................       676.0                  665.9
                                                                                    ----------             ----------
  Total Closed Block Liabilities .................................................  $ 12,273.2             $ 12,035.9
                                                                                    ==========             ==========


                                       65



                       JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

     The following table sets forth certain summarized financial information
relating to the closed block for the periods indicated:



                                                                                                                 For the Period
                                             Three Months Ended   Three Months Ended    Nine Months Ended      February 1 Through
                                             September 30 2001    September 30 2000     September 30 2001       September 30 2000
                                             -----------------    -----------------     -----------------       -----------------
                                                                         (in millions)
Revenues
                                                                                                    
 Premiums ................................        $226.8                $217.2              $  672.0                $  619.0
 Net investment income ...................         167.5                 155.8                 500.0                   423.1
 Net realized investment and other gains
  (losses), net ..........................           5.9                   1.4                  (3.2)                    1.3
 Other closed block revenue (expense) ....            --                  (0.2)                  0.4                    (0.4)
                                                  ------                ------              --------                --------
  Total closed block revenues ............         400.2                 374.2               1,169.2                 1,043.0
Benefits and Expenses
 Benefits to policyholders ...............         248.5                 203.1                 717.3                   613.4
 Other operating costs and expenses ......          (2.7)                 (3.4)                 (6.6)                   (9.1)
 Amortization of deferred policy
  acquisition costs ......................          12.1                  27.1                  51.4                    55.5
 Dividends to policyholders ..............         108.1                 108.0                 336.2                   292.5
                                                  ------                ------              --------                --------
 Total closed block benefits
  and expenses ...........................         366.0                 334.8               1,098.3                   952.3
                                                  ------                ------              --------                --------
  Contribution from the closed block .....        $ 34.2                $ 39.4              $   70.9                $   90.7
                                                  ======                ======              ========                ========


Note 7. Derivatives and Hedging Instruments

     The Company uses various derivative instruments to hedge and manage its
exposure to changes in interest rate levels, foreign exchange rates, and equity
market prices, and to manage the duration of assets and liabilities.

     The fair value of derivative instruments classified as assets at September
30, 2001 was $180.1 million, and appears on the consolidated balance sheet in
other assets. The fair value of derivative instruments classified as liabilities
at September 30, 2001 was $717.6 million, and appears on the consolidated
balance sheet in other liabilities.

     In certain of these cases, the Company uses hedge accounting as allowed by
SFAS No. 133, as amended, by designating derivative instruments as either fair
value or cash flow hedges. For derivative instruments that are designated and
qualify as fair value hedges, the change in fair value of the derivative
instrument as well as the offsetting change in fair value of the hedged item are
recorded in net realized investment and other gains and losses. For derivative
instruments that are designated and qualify as cash flow hedges, the effective
portion of the change in fair value of the derivative instrument is recorded in
other comprehensive income, and then reclassified into income when the hedged
item affects income. Hedge effectiveness is assessed quarterly by a variety of
techniques including regression analysis and cumulative dollar offset. In
certain cases, there is no hedge ineffectiveness because the derivative
instrument was constructed such that all the terms of the derivative exactly
match the hedged risk in the hedged item.

                                       66



                       JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

     In cases where the Company receives or pays a premium as consideration for
entering into a derivative instrument (i.e., interest rate caps and floors,
swaptions, and equity collars), the premium is amortized into investment income
over the useful life of the derivative instrument. The fair value of such
premiums (i.e., the inherent ineffectiveness of the derivative) is excluded from
the assessment of hedge effectiveness and is included in net realized investment
and other gains and losses.

     Fair Value Hedges

     The Company uses interest rate futures contracts and interest rate swap
agreements as part of its overall strategies of managing the duration of assets
and liabilities or the average life of certain asset portfolios to specified
targets. Interest rate swap agreements are contracts with a counterparty to
exchange interest rate payments of a differing character (e.g., fixed-rate
payments exchanged for variable-rate payments) based on an underlying principal
balance (notional principal). The net differential to be paid or received on
interest rate swap agreements and currency rate swap agreements is accrued and
recognized as a component of net investment income.

     The Company also manages interest rate exposure by using interest rate swap
agreements to modify certain liabilities, such as fixed rate debt and Constant
Maturity Treasuries (CMT) indexed liabilities, by converting them to a
LIBOR-based floating rate.

     The Company enters into interest rate cap agreements, cancelable interest
rates swap agreements, and written swaptions to manage the interest rate
exposure of options that are embedded in certain assets and liabilities. A
written swaption obligates the Company to enter into an interest rate agreement
on the expiration date, contingent on future interest rates. Interest rate cap
and floor agreements are contracts with a counterparty which require the payment
of a premium for the right to receive payments for the difference between the
cap or floor interest rate and a market interest rate on specified future dates
based on an underlying principal balance (notional principal). Amounts earned on
interest rate cap and floor agreements and swaptions are recorded as an
adjustment to net investment income.

     The Company uses equity collar agreements to reduce its equity market
exposure with respect to certain common stock investments that the Company
holds. A collar consists of a written call option that limits the Company's
potential for gain from appreciation in the stock price as well as a purchased
put option that limits the Company's potential for loss from a decline in the
stock price.

     Currency rate swap agreements are used to manage the Company's exposure to
foreign exchange rate fluctuations. Currency rate swap agreements are contracts
to exchange the currencies of two different countries at the same rate of
exchange at specified future dates.

     For the three and nine month periods ended September 30, 2001, the Company
recognized a net loss of $40.7 million and $39.8 million, respectively, related
to the ineffective portion of its fair value hedges, and a net loss of $6.1
million and $7.2 million, respectively, related to the portion of the hedging
instruments that were excluded from the assessment of hedge effectiveness. For
the three and nine month periods ended September 30, 2001, all of the Company's
hedged firm commitments qualified as fair value hedges.

     Cash Flow Hedges

     The Company uses forward starting interest rate swap agreements to hedge
the variable cash flows associated with future asset acquisitions, which will
support the Company's long-term care insurance businesses. These agreements will
reduce the impact of future interest rate changes on the cost of acquiring
adequate assets to support the investment income assumptions used in pricing
these products.

                                       67



                       JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

     The Company used interest rate futures contracts to hedge the variable cash
flows associated with variable benefit payments that it will make on certain
annuity contracts.

     The Company used interest rate floor agreements to hedge the interest rate
risk associated with minimum interest rate guarantees in certain of its life
insurance and annuity businesses.

     For the three and nine month periods ended September 30, 2001, the Company
recognized a net gain of $1.2 million and $0.7 million, respectively, related to
the ineffective portion of its cash flow hedges, and a net gain of $46.9 million
and $24.3 million, respectively, related to the portion of the hedging
instruments that was excluded from the assessment of hedge effectiveness. For
the three and nine month periods ended September 30, 2001, all of the Company's
hedged forecast transactions qualified as cash flow hedges.

     For both the three and nine month periods ended September 30, 2001, a net
loss of $0.5 million was reclassified from other accumulated comprehensive
income to earnings. It is anticipated that approximately $0.4 million will be
reclassified from other accumulated comprehensive income to earnings within the
next twelve months. The maximum length for which variable cash flows are hedged
is 24 years.

     For the three and nine month periods ended September 30, 2001, none of the
Company's cash flow hedges have been discontinued because it was probable that
the original forecasted transactions would not occur by the end of the
originally specified time period documented at inception of the hedging
relationship.

     The transition adjustment for the adoption of SFAS No. 133, as amended,
resulted in an increase in other comprehensive income of $23.0 million (net of
tax of $12.3 million) representing the accumulation in other comprehensive
income of the effective portion of the Company's cash flow hedges as of January
1, 2001. For the three and nine month periods ended September 30, 2001, $34.2
million and $14.2 million of gains (net of tax of $18.4 million and $7.6
million) representing the effective portion of the change in fair value of
derivative instruments designated as cash flow hedges was added to accumulated
other comprehensive income, resulting in a balance of $37.0 million (net of tax
of $19.9 million).

     Derivatives Not Designated as Hedging Instruments

     The Company enters into interest rate swap agreements, cancelable interest
rate swap agreements, interest rate futures contracts, and interest rate cap and
floor agreements to manage exposure to interest rates as described above under
Fair Value Hedges without designating the derivatives as hedging instruments.

     The Company enters into equity indexed futures contracts and equity indexed
option contracts and equity swaps to generate investment return related to
equity indexed universal life insurance policies. For the three month periods
ended September 30, 2001 and 2000, $(11.4) million and $0.1 million,
respectively, and for the nine month periods ended September 30, 2001 and 2000,
$19.1 million and $(35.3) million, respectively, of gains and losses on these
derivatives are included in benefits to policyholders and are offset by
crediting similar amounts to policyholders' accounts.

Note 8. Related Party Transactions

     Certain directors of the Company are members or directors of other entities
that periodically perform services for or have other transactions with the
Company. Such transactions are either subject to bidding procedures or are
otherwise entered into on terms comparable to those that would be available to
unrelated third parties and are not material to the Company's results of
operations or financial condition.

                                       68



                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors
John Hancock Life Insurance Company

     We have audited the accompanying consolidated balance sheets of John
Hancock Life Insurance Company as of December 31, 2000 and 1999, and the related
consolidated statements of income, changes in shareholder's equity, and cash
flows for each of the three years in the period ended December 31, 2000. Our
audits also included the financial statement schedules listed in the Index at
Item 14(a). These financial statements and schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.

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

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of John Hancock
Life Insurance Company at December 31, 2000 and 1999, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States. Also in our opinion, the related
financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.

                                                           /S/ ERNST & YOUNG LLP

Boston, Massachusetts
March 16, 2001

                                       69



                       JOHN HANCOCK LIFE INSURANCE COMPANY

                           CONSOLIDATED BALANCE SHEETS



                                                                                       December 31,
                                                                                 -----------------------
                                                                                    2000          1999
                                                                                 ---------     ---------
                                                                                      (in millions)
Assets
                                                                                         
Investments--Notes 3 and 4
Fixed maturities:
  Held-to-maturity--at amortized cost
   (fair value: 2000--$11,651.2; 1999--$13,438.7) .............................. $11,888.6     $13,790.2
  Available-for-sale--at fair value (cost: 2000--$15,790.3; 1999--$17,150.9) ...  16,023.5      16,959.2
Equity securities:
  Available-for-sale--at fair value (cost: 2000--$830.6; 1999--$1,086.2) .......   1,094.9       1,230.2
  Trading securities--at fair value (cost: 2000--$193.4; 1999--$53.8) ..........     231.6          84.1
Mortgage loans on real estate ..................................................   8,968.9      10,733.0
Real estate ....................................................................     519.0         548.5
Policy loans ...................................................................     428.6       1,938.8
Short-term investments .........................................................     151.9         166.9
Other invested assets ..........................................................   1,353.0       1,311.1
                                                                                 ---------     ---------
    Total Investments ..........................................................  40,660.0      46,762.0
Cash and cash equivalents ......................................................   2,841.2       1,797.7
Accrued investment income ......................................................     585.9         652.0
Premiums and accounts receivable ...............................................     210.8         215.6
Deferred policy acquisition costs ..............................................   2,388.5       3,142.7
Reinsurance recoverable--Note 9 ................................................   2,829.0       2,246.0
Other assets ...................................................................   2,100.6       1,724.8
Closed block assets--Note 6 ....................................................   9,710.0            --
Separate accounts assets .......................................................  26,454.8      28,047.6
                                                                                 ---------     ---------
    Total Assets ............................................................... $87,780.8     $84,588.4
                                                                                 =========     =========


The accompanying notes are an integral part of these consolidated financial
statements.

                                       70



                       JOHN HANCOCK LIFE INSURANCE COMPANY

                    CONSOLIDATED BALANCE SHEETS--(CONTINUED)



                                                                                      December 31,
                                                                                -----------------------
                                                                                   2000         1999
                                                                                ---------     ---------
                                                                                      (in millions)
Liabilities and Shareholder's Equity
Liabilities
                                                                                        
Future policy benefits ........................................................ $22,996.4     $31,106.2
Policyholders' funds ..........................................................  15,722.9      15,562.3
Unearned revenue ..............................................................     671.3         490.2
Unpaid claims and claim expense reserves ......................................     253.7         358.9
Dividends payable to policyholders ............................................     130.8         472.8
Short-term debt--Note 7 .......................................................     245.3         453.8
Long-term debt--Note 7 ........................................................     534.0         536.9
Income taxes--Note 5 ..........................................................     428.8         161.8
Other liabilities .............................................................   2,600.7       2,551.2
Closed block liabilities--Note 6 ..............................................  12,035.9            --
Separate accounts liabilities .................................................  26,454.8      28,047.6
                                                                                ---------     ---------
   Total Liabilities ..........................................................  82,074.6      79,741.7
Minority interest--Note 8 .....................................................     290.3          93.5
Commitments and contingencies--Note 11
Shareholder's Equity--Note 12
Common stock, $10,000 par value; 1,000 shares authorized and outstanding ......      10.0            --
Additional paid in capital ....................................................   4,998.9            --
Retained earnings .............................................................     330.1       4,782.9
Accumulated other comprehensive income (loss) .................................      76.9         (29.7)
                                                                                ---------     ---------
   Total Shareholder's Equity .................................................   5,415.9       4,753.2
                                                                                ---------     ---------
   Total Liabilities and Shareholder's Equity ................................. $87,780.8     $84,588.4
                                                                                =========     =========


The accompanying notes are an integral part of these consolidated financial
statements.

                                       71



                       JOHN HANCOCK LIFE INSURANCE COMPANY

                        CONSOLIDATED STATEMENTS OF INCOME



                                                                                  Year Ended December 31,
                                                                             ---------------------------------
                                                                                2000        1999        1998
                                                                             ---------   ---------   ---------
                                                                                        (in millions)
                                                                                            
Premiums .................................................................   $ 2,190.4   $ 2,411.3   $ 2,109.0
Universal life and investment-type product charges .......................       746.7       703.3       597.0
Net investment income--Note 3 ............................................     3,251.0     3,568.5     3,328.0
Net realized investment gains, net of related amortization of deferred
   policy acquisition costs and amounts credited to participating
   pension contractholders ($6.0, $85.8 and $120.3, respectively)--
   Notes 1,3, and 13 .....................................................        83.9       175.2       106.1
Investment management revenues, commissions and other fees ...............       764.8       680.9       659.7
Other revenue (expense) ..................................................       (13.9)        0.1        10.3
Contribution from the closed block--Note 6 ...............................       124.1          --          --
                                                                             ---------   ---------   ---------
   Total revenues ........................................................     7,147.0     7,539.3     6,810.1
Benefits and expenses
Benefits to policyholders, excluding amounts related to net realized
   investment gains credited to participating pension contractholders
   ($6.9, $35.3, $79.1, respectively)--Notes 1, 3, and 13 ................     4,092.5     5,133.0     4,082.6
Other operating costs and expenses .......................................     1,507.7     1,384.4     1,357.8
Amortization of deferred policy acquisition costs, excluding amounts
   related to net realized investment gains (losses)
   (($0.9), $50.5 and $41.2, respectively)--Notes 1, 3 and 13 ............       183.8       164.2       261.2
Dividends to policyholders ...............................................       157.3       501.6       473.2
Demutualization expenses                                                          10.6        96.2        18.0
                                                                             ---------   ---------   ---------
   Total benefits and expenses ...........................................     5,951.9     7,279.4     6,192.8
                                                                             ---------   ---------   ---------
Income before income taxes, minority interest and cumulative effect of
   accounting change .....................................................     1,195.1       259.9       617.3
Income taxes--Note 5 .....................................................       344.4        97.9       174.1
                                                                             ---------   ---------   ---------
Income before minority interest and cumulative
   effect of accounting change ...........................................       850.7       162.0       443.2
Minority interest--Note 8 ................................................       (10.6)       (1.6)       (1.1)
                                                                             ---------   ---------   ---------
Income before cumulative effect of accounting change .....................       840.1       160.4       442.1
Cumulative effect of accounting change, net of tax--Note 1 ...............          --        (9.7)         --
                                                                             ---------   ---------   ---------
Net income ...............................................................   $   840.1   $   150.7   $   442.1
                                                                             =========   =========   =========


The accompanying notes are an integral part of these consolidated financial
statements.

                                       72



                       JOHN HANCOCK LIFE INSURANCE COMPANY

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY

                            AND COMPREHENSIVE INCOME



                                                                                    Accumulated
                                                       Additional                      Other          Total
                                            Common      Paid In     Retained       Comprehensive   Shareholder's
                                            Stock       Capital     Earnings       Income (Loss)      Equity
                                            ------     ----------   --------       -------------   -------------
                                                                      (in millions)
                                                                                           
Balance at January 1, 1998 ............                             $4,190.1           $ 446.7       $4,636.8
Comprehensive income:
  Net income ..........................                                442.1                            442.1
Other comprehensive income, net
  of tax:
  Net unrealized gains (losses) .......                                                 (148.6)        (148.6)
  Foreign currency translation
    adjustment ........................                                                   (6.0)          (6.0)
  Minimum pension liability ...........                                                   (8.8)          (8.8)
                                                                                                     --------
Comprehensive income ..................                                                                 278.7
                                                                    --------           -------       --------
Balance at December 31, 1998 ..........                              4,632.2             283.3        4,915.5
Comprehensive income:
  Net income ..........................                                150.7                            150.7
Other comprehensive income, net
  of tax:
  Net unrealized gains (losses) .......                                                 (307.0)        (307.0)
  Foreign currency translation
    adjustment ........................                                                   16.9           16.9
  Minimum pension liability ...........                                                  (22.9)         (22.9)
                                                                                                     --------
Comprehensive income ..................                                                                (162.3)
                                                                    --------           -------       --------
Balance at December 31, 1999 ..........                             $4,782.9           $ (29.7)      $4,753.2
                                                                    ========           =======       ========


The accompanying notes are an integral part of these consolidated financial
statements.

                                       73



                       JOHN HANCOCK LIFE INSURANCE COMPANY

               CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S
                  EQUITY AND COMPREHENSIVE INCOME--(CONTINUED)


                                                                                          Accumulated
                                                              Additional                     Other              Total
                                                   Common      Paid In       Retained     Comprehensive     Shareholder's
                                                    Stock      Capital       Earnings     Income (Loss)         Equity
                                                   ------     ----------     --------     -------------     -------------
                                                                                             
(in millions)
Balance at December 31, 1999 ...............           --            --      $4,782.9         $(29.7)           $4,753.2
Demutualization transaction ................        $10.0      $4,956.4      (4,826.9)                             139.5
Comprehensive income:
  Net income before
    demutualization ........................                                     44.0                               44.0
  Net income after
    demutualization ........................                                    796.1                              796.1
                                                                             --------                           --------
  Net income for the year ..................                                    840.1                              840.1
Other comprehensive income,
  net of tax:
  Net unrealized gains (losses) ............                                                   122.0               122.0
  Foreign currency translation
    adjustment .............................                                                   (19.1)              (19.1)
  Minimum pension liability ................                                                     8.2                 8.2
                                                                                               -----            --------
Comprehensive income .......................                                                                       951.2
Capital contributions from
  parent company ...........................                       42.5                                             42.5
Dividend paid to parent
  company ..................................                                   (466.0)                            (466.0)
Minority interest ..........................                                                    (4.5)               (4.5)
                                                    -----      --------      --------         ------            --------
Balance at December 31, 2000 ...............        $10.0      $4,998.9      $  330.1         $ 76.9            $5,415.9
                                                    =====      ========      ========         ======            ========


The accompanying notes are an integral part of these consolidated financial
statements.

                                       74



                      JOHN HANCOCK LIFE INSURANCE COMPANY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                               Year Ended December 31,
                                                                     ----------------------------------------
                                                                        2000          1999            1998
                                                                     ---------     ----------      ----------
                                                                               (in millions)
                                                                                            
Cash flows from operating activities:
   Net income .....................................................     $ 840.1        $ 150.7       $  442.1
     Adjustments to reconcile net income to net cash provided by
        operating activities:
     Amortization of discount--fixed maturities ...................      (121.8)         (77.9)         (55.6)
     Realized investment gains, net ...............................       (83.9)        (175.2)        (106.1)
     Change in deferred policy acquisition costs ..................      (334.0)        (281.3)        (173.8)
     Depreciation and amortization ................................        98.6           74.3           90.2
     Net cash flows from trading securities .......................      (147.5)         (16.2)           4.2
     (Increase) decrease in accrued investment income .............       (70.0)        (116.3)          21.9
     Decrease in premiums and accounts receivable .................        0.8           11.8           131.3
     Increase in other assets and other liabilities, net ..........      (546.4)        (218.7)        (427.4)
     Increase in policy liabilities and accruals, net .............     1,776.9        2,253.6        1,347.4
     Loss on sale of subsidiaries .................................          --           21.3             --
     Increase (decrease) in income taxes ..........................       434.6           (4.2)          16.6
     Initial cash transferred to the closed block .................      (158.6)             --            --
     Contribution from the closed block ...........................      (124.1)             --            --
                                                                      ---------     ----------      ---------
Net cash provided by operating activities .........................     1,564.7        1,621.9        1,290.8
Cash flows from investing activities:
     Sales of:
     Fixed maturities held-to-maturity ............................          --           28.7            8.5
     Fixed maturities available-for-sale ..........................     4,896.8        9,824.0       21,079.2
     Equity securities available-for-sale .........................       742.9          182.7          249.2
     Real estate ..................................................        66.4        1,286.3          640.3
     Short-term investments and other invested assets .............       101.9          764.4          926.3
Maturities, prepayments and scheduled redemptions of:
     Fixed maturities held-to-maturity ............................     1,553.9        1,777.1        2,166.9
     Fixed maturities available-for-sale ..........................     1,394.2        1,880.3        2,162.3
     Short-term investments and other invested assets .............       459.9          311.8           79.4
     Mortgage loans on real estate ................................     1,429.9        1,509.0        1,849.8
Purchases of:
     Fixed maturities held-to-maturity ............................    (1,860.8)      (2,715.1)      (2,428.5)
     Fixed maturities available-for-sale ..........................    (7,553.0)     (12,660.6)     (24,118.7)
     Equity securities available-for-sale .........................      (511.6)        (384.1)        (384.5)
     Real estate ..................................................       (46.0)        (197.2)        (152.0)
     Short-term investments and other invested assets .............      (818.5)        (715.4)      (1,103.0)
     Mortgage loans on real estate issued .........................    (1,605.8)      (2,410.7)      (2,265.3)
   Cash received related to acquisition of business ...............       141.3             --             --
     Net cash received (paid) related to sale of subsidiaries .....       267.2         (206.5)            --
     Net cash paid for acquisition of subsidiary ..................          --         (200.4)            --
   Other, net .....................................................        22.8           (7.9)         (13.0)
                                                                      ---------     ----------      ----------
   Net cash used in investing activities ..........................   (1,318.5)       (1,933.6)      (1,303.1)
                                                                      =========     ==========      ==========


The accompanying notes are an integral part of these consolidated financial
statements.

                                       75



                       JOHN HANCOCK LIFE INSURANCE COMPANY

               CONSOLIDATED STATEMENTS OF CASH FLOWS--(CONTINUED)



                                                                               Year Ended December 31,
                                                                          ----------------------------------
                                                                             2000         1999        1998
                                                                          ---------    ---------   ---------
                                                                                     (in millions)
                                                                                          
Cash flows from financing activities:

   Issuance of common stock ...........................................   $    10.0           --          --
   Contribution from Parent ...........................................     1,552.0
   Payments to eligible policyholders under Plan of Reorganization ....    (1,076.7)          --          --
   Dividend paid to parent company ....................................      (466.0)          --          --
   Proceeds from issuance of preferred stock ..........................          --    $    68.2          --
   Universal life and investment--type contract deposits ..............     8,148.3      8,365.9   $ 8,214.8
   Universal life and investment-type contract maturities and
     withdrawals ......................................................    (7,158.8)    (8,144.0)   (7,204.1)
   Issuance of long-term debt .........................................        20.0          6.0        77.0
   Repayment of long-term debt ........................................       (73.2)       (15.5)     (298.1)
   Net (decrease) increase in commercial paper ........................      (158.3)       (30.5)       60.4
                                                                          ---------    ---------   ---------
     Net cash provided by financing activities ........................       797.3        250.1       850.0
                                                                          ---------    ---------   ---------
     Net increase (decrease) in cash and cash equivalents .............     1,043.5        (61.6)      837.7
Cash and cash equivalents at beginning of year ........................     1,797.7      1,859.3     1,021.6
                                                                          ---------    ---------   ---------
Cash and cash equivalents at end of year ..............................   $ 2,841.2    $ 1,797.7   $ 1,859.3
                                                                          =========    =========   =========


The accompanying notes are an integral part of these consolidated financial
statement.

                                       76



                       JOHN HANCOCK LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1--Summary of Significant Accounting Policies

     John Hancock Life Insurance Company (the Company), formerly known as John
Hancock Mutual Life Insurance Company (the Mutual Company) and Subsidiaries, is
a diversified financial services organization that provides a broad range of
insurance and investment products and investment management and advisory
services.

     Reorganization and Initial Public Offering

     In connection with the Mutual Company's Plan of Reorganization (the Plan),
effective February 1, 2000, the Mutual Company converted from a mutual life
insurance company to a stock life insurance company (i.e., demutualized) and
became a wholly-owned subsidiary of John Hancock Financial Services, Inc. (JHFS
or the parent company), which is a holding company. All policyholder membership
interests in the Mutual Company were extinguished on that date and eligible
policyholders of the Mutual Company received, in the aggregate, 212.8 million
shares of common stock, $1,438.7 million of cash and $43.7 million policy
credits as compensation. In addition, the Company established a closed block, to
fund the guaranteed benefits and dividends of certain participating insurance
policies. In connection with the Plan, the Mutual Company changed its name to
John Hancock Life Insurance Company.

     In addition, on February 1, 2000, JHFS completed its initial public
offering (IPO) in which 102.0 million shares of common stock were issued at a
price of $17.00 per share. Net proceeds from the IPO were $1,657.7 million, of
which $105.7 million was retained by JHFS and $1,552.0 million was contributed
to the Company.

     Principles of Consolidation

     The accompanying consolidated financial statements include the accounts of
the Company and its majority-owned and controlled subsidiaries. Less than
majority-owned entities in which the Company has at least a 20% interest are
accounted for using the equity method. All significant intercompany transactions
and balances have been eliminated.

     As of October 1, 2000, the Company sold 100% of the common stock of John
Hancock Reassurance Company Ltd. (JHReCO), a Bermuda based subsidiary, to JHFS
for cash of $44.9 million. The sale has been accounted for as a de-pooling of
interests, and accordingly all prior period consolidated financial statements
have been restated to exclude the results of operations, financial position, and
cash flows of JHReCO from the Company's financial statements. No gain or loss
was recognized on the transaction.

     The preparation of financial statements requires management to make
estimates and assumptions that affect the amounts reported in the consolidated
financial statements and accompanying notes. Actual results could differ from
those estimates.

     Investments

     In accordance with the provisions of Statement of Financial Accounting
Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity
Securities", the Company is required to classify its investments into one of
three categories: held-to-maturity, available-for-sale or trading. The Company
determines the appropriate classification of debt securities at the time of
purchase and re-evaluates such designation as of each balance sheet date. Fixed
maturity investments include bonds, mortgage-backed securities, and redeemable
preferred stock and are classified as held-to-maturity or available-for-sale.
Bonds and mortgage-backed securities which the Company has the positive intent
and ability to hold to maturity are classified as held-to-maturity and carried
at amortized cost. Fixed maturity investments not classified as held-to-maturity
are classified as available-for-sale and are carried at fair value. Unrealized
gains and losses related to available-for-sale securities are reflected in
shareholder's equity, net of related amortization of deferred policy acquisition
costs, amounts credited to participating pension contractholders and applicable
taxes. The amortized cost of debt securities is adjusted for amortization of
premiums and accretion of discounts to maturity. Such amortization is included
in investment income. The amortized cost of fixed maturity investments is
adjusted for impairments in value deemed to be other than temporary.

                                       77



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1--Summary of Significant Accounting Policies (continued)

     For the mortgage-backed bond portion of the fixed maturity investment
portfolio, the Company recognizes income using a constant effective yield based
on anticipated prepayments and the estimated economic life of the securities.
When actual prepayments differ significantly from anticipated prepayments, the
effective yield is recalculated to reflect actual payments to date, and
anticipated future payments and any resulting adjustment is included in net
investment income.

     Equity securities include common stock and non-redeemable preferred stock.
Equity securities that have readily determinable fair values are carried at fair
value. For equity securities which the Company has classified as
available-for-sale, unrealized gains and losses are reflected in shareholder's
equity as described above. Impairments in value deemed to be other than
temporary are reported as a component of realized investment gains (losses).
Gains and losses, both realized and unrealized, on equity securities classified
as trading are included in net investment income.

     Mortgage loans on real estate are carried at unpaid principal balances
adjusted for amortization of premium or discount, less allowance for probable
losses. When it is probable that the Company will be unable to collect all
amounts of principal and interest due according to the contractual terms of the
mortgage loan agreement, the loan is deemed to be impaired and a valuation
allowance for probable losses is established. The valuation allowance is based
on the present value of the expected future cash flows, discounted at the loan's
original effective interest rate, or on the collateral value of the loan if the
loan is collateral dependent. Any change to the valuation allowance for mortgage
loans on real estate is reported as a component of realized investment gains
(losses). Interest received on impaired mortgage loans on real estate is
included in interest income in the period received. If foreclosure becomes
probable, the measurement method used is collateral value. Foreclosed real
estate is then recorded at the collateral's fair value at the date of
foreclosure, which establishes a new cost basis.

     Investment real estate, which the Company has the intent to hold for the
production of income, is carried at depreciated cost, using the straight-line
method of depreciation, less adjustments for impairments in value. In those
cases where it is determined that the carrying amount of investment real estate
is not recoverable, an impairment loss is recognized based on the difference
between the depreciated cost and fair value of the asset. The Company reports
impairment losses as part of realized investment gains (losses).

     Real estate to be disposed of is carried at the lower of cost or fair value
less costs to sell. Any change to the valuation allowance for real estate to be
disposed of is reported as a component of realized investment gains (losses).
The Company does not depreciate real estate to be disposed of. During 1998, the
Company made a strategic decision to sell the majority of its commercial real
estate portfolio. Properties with a carrying value of $43.7 million, $979.7
million and $512.0 million were sold in 2000, 1999 and 1998, respectively. As of
December 31, 2000, the plan to divest the Company of the majority of its
commercial real estate portfolio is substantially complete.

     Policy loans are carried at unpaid principal balances which approximate
fair value.

     Short-term investments are carried at amortized cost.

     Partnership and joint venture interests in which the Company does not have
control or a majority ownership interest are recorded using the equity method of
accounting and included in other invested assets.

     Realized investment gains and losses, other than those related to separate
accounts for which the Company does not bear the investment risk, are determined
on the basis of specific identification and are reported net of related
amortization of deferred policy acquisition costs and amounts credited to
participating pension contractholder accounts.

                                       78



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1--Summary of Significant Accounting Policies (continued)

     Derivative Financial Instruments

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

     The Company uses futures contracts principally to hedge risks associated
with interest rate fluctuations on sales of guaranteed investment contracts and
funding agreements. Futures contracts represent commitments to either purchase
or sell securities at a specified future date and at a specified price or yield.

     The Company uses interest rate swap, cap and floor agreements and swaptions
for the purpose of converting the interest rate characteristics (fixed or
variable) of certain investments to more closely match its liabilities. Interest
rate swap agreements are contracts with a counterparty to exchange interest rate
payments of a differing character (e.g., fixed-rate payments exchanged for
variable-rate payments) based on an underlying principal balance (notional
principal) to hedge against interest rate changes. Interest rate cap and floor
agreements are contracts with a counterparty which require the payment of a
premium for the right to receive payments for the difference between the cap or
floor interest rate and a market interest rate on specified future dates based
on an underlying principal balance (notional principal) to hedge against rising
and falling interest rates. Swaptions entitle the Company to receive settlement
payments from other parties on specified expiration dates, contingent on future
interest rates. The amount of such settlement payments, if any, is determined by
the present value of the difference between the fixed rate on a market rate swap
and the strike rate multiplied by the notional amount.

     Currency rate swap agreements are used to manage the Company's exposure to
foreign exchange rate fluctuations. Currency rate swap agreements are contracts
to exchange the currencies of two different countries at the same rate of
exchange at specified future dates.

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

     Futures contracts are carried at fair value and require daily cash
settlement. Changes in the fair value of futures contracts that qualify as
hedges are deferred and recognized as an adjustment to the hedged asset or
liability.

     The net differential to be paid or received on interest rate swap
agreements and currency rate swap agreements is accrued and recognized as a
component of net investment income. The related amounts due to or from
counterparties are included in accrued investment income receivable or payable.

     Premiums paid for interest rate cap and floor agreements and swaptions are
deferred and amortized to net investment income on a straight-line basis over
the term of the agreements. The unamortized premium is included in other assets.
Amounts earned on interest rate cap and floor agreements and swaptions are
recorded as an adjustment to net investment income. Settlements received on
swaptions are deferred and amortized over the life of the hedged assets as an
adjustment to yield.

                                       79



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1--Summary of Significant Accounting Policies (continued)

     Interest rate swap, cap and floor agreements, swaptions and currency rate
swap agreements which hedge instruments designated as available-for-sale are
adjusted to fair value with the resulting unrealized gains and losses, net of
related taxes, included in shareholder's equity. The net unrealized gain
(losses) on derivatives hedging available-for-sale instruments included in
shareholder's equity was ($181.2) million, $86.1 million, and ($128.1) million,
at December 31, 2000, 1999 and 1998, respectively. The change in net unrealized
gain (losses) for derivatives recorded as part of other comprehensive income for
the years ended December 31, 2000, 1999 and 1998 was ($267.3) million, $214.2
million, and ($68.4) million, respectively. The fair value of those derivatives
used to hedge items other than available-for-sale instruments is not recognized
in the financial statements.

     Equity collar agreements are carried at fair value and are included in
other invested assets, with the resulting unrealized gains and losses included
in realized investment gains (losses).

     Hedge accounting is applied after the Company determines that the items to
be hedged expose it to interest or price risk, designates these financial
instruments as hedges and assesses whether the instruments reduce the hedged
risks through the measurement of changes in the value of the instruments and the
items being hedged at both inception and throughout the hedge period.

     From time to time, futures contracts, interest rate swaps, cap and floor
agreements, swaptions and currency rate swap agreements are terminated. If the
terminated position was accounted for as a hedge, realized gains or losses are
deferred and amortized over the remaining lives of the hedged assets or
liabilities. Realized and unrealized changes in fair value of derivatives
designated with items that no longer exist or are no longer probable of
occurring are recorded as a component of the gain or loss arising from the
disposition of the designated item or included in income when it is determined
that the item is no longer probable of occurring. Changes in the fair value of
derivatives no longer effective as hedges are recognized in income from the date
the derivative becomes ineffective until their expiration.

     Revenue Recognition

     Premiums from participating and non-participating traditional life
insurance and annuity policies with life contingencies are recognized as income
when due.

     Premiums from universal life and investment-type contracts are reported as
deposits to policyholders' account balances. Revenues from these contracts
consist of amounts assessed during the period against policyholders' account
balances for mortality charges, policy administration charges and surrender
charges.

     Premiums for contracts with a single premium or a limited number of premium
payments, due over a significantly shorter period than the total period over
which benefits are provided, are recorded in income when due. The portion of
such premium that is not required to provide for all benefits and expenses is
deferred and recognized in income in a constant relationship to insurance in
force or, for annuities, the amount of expected future benefit payments.

     Premiums from long-term care insurance contracts are recognized as income
when due. Premiums from group life and health insurance contracts are recognized
as income over the period to which the premiums relate in proportion to the
amount of insurance protection provided.

     Property and casualty insurance premiums are recognized as earned over the
terms of the contracts.

                                       80



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1--Summary of Significant Accounting Policies (continued)

     Investment advisory, transfer agent, distribution and service fees are
recognized as revenues when services are performed. Commissions related to
security transactions and related expenses are recognized as income on the trade
date. Contingent deferred selling charge commissions are recognized as income in
the year received. Selling commissions paid to the selling broker/dealer for
sales of mutual funds that do not have a front-end sales charge are deferred and
amortized on a straight-line basis over periods not exceeding six years. This is
the approximate period of time expected to be benefited and during which fees
earned pursuant to Rule 12b-1 distribution plans are received from the funds and
contingent deferred sales charges are received from shareholders of the funds.

     Future Policy Benefits and Policyholders' Funds

     Future policy benefits for participating traditional life insurance
policies are based on the net level premium method. This net level premium
reserve is calculated using the guaranteed mortality and dividend fund interest
rates, which range from 2.5% to 8.0%. The liability for annual dividends
represents the accrual of annual dividends earned. Settlement dividends are
accrued in proportion to gross margins over the life of the contract.

     For non-participating traditional life insurance policies, future policy
benefits are estimated using a net level premium method on the basis of
actuarial assumptions as to mortality, persistency, interest and expenses
established at policy issue. Assumptions established at policy issue as to
mortality and persistency are based on the Company's experience, which, together
with interest and expense assumptions, include a margin for adverse deviation.
Benefit liabilities for annuities during the accumulation period are equal to
accumulated contractholders' fund balances and after annuitization are equal to
the present value of expected future payments. Interest rates used in
establishing such liabilities range from 2.5% to 8.0% for life insurance
liabilities, from 2.0% to 14.2% for individual annuity liabilities and from 2.0%
to 12.6% for group annuity liabilities.

     Policyholders' funds for universal life and investment-type products,
including guaranteed investment contracts and funding agreements, are equal to
the policyholder account values before surrender charges. As of December 31,
2000, the Company had approximately $6.3 billion of funding agreements, none of
which contains early termination provisions. Policy benefits that are charged to
expense include benefit claims incurred in the period in excess of related
policy account balances and interest credited to policyholders' account
balances. Interest crediting rates range from 3.0% to 9.0% for universal life
products and from 4.6% to 16.0% for investment-type products.

     Future policy benefits for long-term care insurance policies are based on
the net level premium method. Assumptions established at policy issue as to
mortality, morbidity, persistency, interest and expenses, which include a margin
for adverse deviation, are based on estimates developed by management. Interest
rates used in establishing such liabilities range from 6.0% to 8.5%.

     Liabilities for unpaid claims and claim expenses include estimates of
payments to be made on reported individual and group life, long-term care, and
group accident and health insurance claims and estimates of incurred but not
reported claims based on historical claims development patterns.

     Estimates of future policy benefit reserves, claim reserves and expenses
are reviewed continually and adjusted as necessary; such adjustments are
reflected in current earnings. Although considerable variability is inherent in
such estimates, management believes that future policy benefit reserves and
unpaid claims and claims expense reserves are adequate.

                                       81



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1--Summary of Significant Accounting Policies (continued)

     Property and casualty reserves include loss reserve estimates based on
claims reported and unreported and estimates of future expenses to be incurred
in settlement of the claims provided for in the loss reserves estimates. These
liabilities include estimates of future trends in claim severity and frequency
and other factors that could vary as the losses are ultimately settled. During
1999, the Company sold the rest of its property and casualty business.

     Participating Insurance

     Participating business represents approximately 86.3%, 88.1%, and 87.7% of
the Company's life insurance in force, 97.9%, 98.3%, and 98.4% of the number of
life insurance policies in force, and 99.6%, 97.4%, and 97.3% of life insurance
premiums in 2000, 1999 and 1998, respectively.

     The portion of earnings allocated to participating pension contractholders
that cannot be expected to inure to the Company is excluded from net income and
shareholder's equity.

     The amount of policyholders' dividends to be paid is approved annually by
the Company's Board of Directors. The determination of the amount of
policyholder dividends is complex and varies by policy type. In general, the
aggregate amount of policyholders' dividends is related to actual interest,
mortality, morbidity, persistency and expense experience for the year and
judgment as to the appropriate level of statutory surplus to be retained by the
Company. For policies included in the closed block, expense experience is not
included in determining policyholders' dividends.

     Deferred Policy Acquisition Costs

     Costs that vary with, and are related primarily to, the production of new
business have been deferred to the extent that they are deemed recoverable. Such
costs include commissions, certain costs of policy issue and underwriting, and
certain agency expenses. For participating traditional life insurance policies,
such costs are being amortized over the life of the contracts at a constant rate
based on the present value of the estimated gross margin amounts expected to be
realized over the lives of the contracts. Estimated gross margin amounts include
anticipated premiums and investment results less claims and administrative
expenses, changes in the net level premium reserve and expected annual
policyholder dividends. For universal life insurance contracts and
investment-type products, such costs are being amortized generally in proportion
to the present value of expected gross profits arising principally from
surrender charges and investment results, and mortality and expense margins. The
effects on the amortization of deferred policy acquisition costs of revisions to
estimated gross margins and profits are reflected in earnings in the period such
estimated gross margins and profits are revised. For non-participating term life
and long-term care insurance products, such costs are being amortized over the
premium-paying period of the related policies using assumptions consistent with
those used in computing policy benefit reserves. Amortization expense was $182.9
million, $214.7 million, and $302.4 million in 2000, 1999 and 1998,
respectively.

     Amortization of deferred policy acquisition costs is allocated to: (1)
realized investment gains and losses for those products that realized gains and
losses have a direct impact on the amortization of deferred policy acquisition
costs; (2) unrealized investment gains and losses, net of tax, to provide for
the effect on the deferred policy acquisition cost asset that would result from
the realization of unrealized gains and losses on assets backing participating
traditional life insurance and universal life and investment-type contracts; and
(3) a separate component of benefits and expenses to reflect amortization
related to the gross margins or profits, excluding realized gains and losses,
relating to policies and contracts in force.

                                       82



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1--Summary of Significant Accounting Policies (continued)

     Realized investment gains and losses related to certain products have a
direct impact on the amortization of deferred policy acquisition costs as such
gains and losses affect the amount and timing of profit emergence. Accordingly,
to the extent that such amortization results from realized gains and losses,
management believes that presenting realized investment gains and losses net of
related amortization of deferred policy acquisition costs provides information
useful in evaluating the operating performance of the Company. This presentation
may not be comparable to presentations made by other insurers.

Cash and Cash Equivalents

     Cash and cash equivalents include cash and all highly liquid debt
investments with a maturity of three months or less when purchased.

     Goodwill and Value of Business Acquired

     The excess of cost over the fair value of the net assets of businesses
acquired was $228.6 million and $155.3 million at December 31, 2000 and 1999,
respectively, and is included in other assets in the consolidated balance
sheets. Goodwill is amortized on systematic bases over periods not exceeding 40
years, which correspond with the benefits estimated to be derived from the
acquisitions. Accumulated amortization was $63.6 million and $43.3 million at
December 31, 2000 and 1999, respectively. Amortization expense included in other
operating costs and expenses was $20.3 million, $9.7 million, and $9.1 million,
in 2000, 1999 and 1998, respectively. The Company reevaluates the recoverability
of recorded goodwill based on the undiscounted cash flows of the related
business whenever significant events or changes indicate an impairment may
exist. If the undiscounted cash flows do not support the amount recorded, an
impairment is recognized by a charge to current operations to reduce the
carrying value of the goodwill based on the expected discounted cash flows of
the related business.

     The Company records an asset representing the present value of future
profits of insurance policies inforce related to the businesses acquired. This
asset is recorded as the value of business acquired (VOBA) and amounted to
$340.0 million and $112.4 million at December 31, 2000 and 1999, respectively,
and is included in other assets in the consolidated financial statements. VOBA
is amortized in proportion to the present value of expected gross profits.
Amortization expense included in other operating costs and expenses was $4.9
million, $1.3 million and $1.7 million in 2000, 1999 and 1998 respectively.

     On October 1, 1999, The Maritime Life Assurance Company (Maritime), an
indirect majority owned subsidiary of the Company, completed its purchase of
Aetna Canada Holdings Limited (Aetna Canada) for approximately $296 million. On
March 1, 2000, the Company acquired the individual long-term care insurance
business of Fortis, Inc. (Fortis) through a coinsurance agreement for
approximately $165 million. The acquisitions were recorded under the purchase
method of accounting and, accordingly, the operating results have been included
in the Company's consolidated results of operations from the applicable date of
acquisition. Each purchase price was allocated to the assets acquired and the
liabilities assumed based on estimated fair values, with the excess of the
applicable purchase price over the estimated fair values recorded as goodwill.
The goodwill calculation related to the Fortis acquisition is preliminary and
further refinements might be necessary and are expected to be finalized in 2001.
The unaudited pro forma revenues and net income, assuming that the acquisition
of Aetna Canada had occurred at the beginning of 1999, were $7,899.2 million and
$158.4 million, respectively, for the year ended December 31, 1999. The pro
forma results, assuming the acquisition of Fortis had taken place as of the
beginning of 2000 and 1999, respectively, would not be materially different from
the reported results.

                                       83



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1--Summary of Significant Accounting Policies (continued)

     Separate Accounts

     Separate accounts assets and liabilities reported in the accompanying
consolidated balance sheets represent funds that are administered and invested
by the Company to meet specific investment objectives of the contractholders.
Investment income and investment gains and losses generally accrue directly to
such contractholders who bear the investment risk, subject in some cases to
minimum guaranteed rates. The assets of each account are legally segregated and
are not subject to claims that arise out of any other business of the Company.
Separate account assets are reported at fair value. Deposits, net investment
income and realized investment gains and losses of separate accounts are not
included in the revenues of the Company. Fees charged to contractholders,
principally mortality, policy administration and surrender charges, are included
in universal life and investment-type product charges.

     Reinsurance

     The Company utilizes reinsurance agreements to provide for greater
diversification of business, allow management to control exposure to potential
losses arising from large risks and provide additional capacity for growth.

     Assets and liabilities related to reinsurance ceded contracts are reported
on a gross basis. The accompanying statements of income reflect premiums,
benefits and settlement expenses net of reinsurance ceded. 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.

     Federal Income Taxes

     The provision for federal income taxes includes amounts currently payable
or recoverable and deferred income taxes, computed under the liability method,
resulting from temporary differences between the tax basis and book basis of
assets and liabilities. A valuation allowance is established for deferred tax
assets when it is more likely than not that an amount will not be realized.
Foreign subsidiaries and U.S. subsidiaries operating outside of the United
States are taxed under applicable foreign statutory rates.

     Foreign Currency Translation

     The assets and liabilities of operations in foreign currencies are
translated into United States dollars at current exchange rates. Revenues and
expenses are translated at average rates during the year. The resulting net
translation adjustments for each year are accumulated and included in
shareholder's equity. Gains or losses on foreign currency transactions are
reflected in earnings.

     Severance

     In 1999, the Company initiated a restructuring plan to reduce costs and
increase future operating efficiency by consolidating portions of its
operations. The plan consists primarily of reducing staff in the home office and
terminating certain operations outside the home office.

     In connection with the restructuring plan, approximately 391 employees have
been or will be terminated. These employees are or have been associated with
operations in our Boston office and outside the home office. As of December 31,
2000, the liability for employee termination costs included in other liabilities
was $20.6 million. Employee termination costs, included in other operating costs
and expenses, were $18.8 million and $26.3 million for the years ended December
31, 2000 and 1999, respectively. Of the total number of employees affected,
approximately 364 have been terminated, having received benefit payments of
approximately $24.5 million.

                                       84



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1--Summary of Significant Accounting Policies (continued)

     Accounting Changes

     In December 2000, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position (SOP) 00-3, "Accounting by Insurance
Enterprises for Demutualizations and Formations of Mutual Insurance Holding
Companies and Certain Long-Duration Participating Contracts." The SOP, which was
adopted with respect to accounting for demutualization expenses by the Company
on December 15, 2000, requires that demutualization related expenses be
classified as a single line item within income from continuing operations and
should not be classified as an extraordinary item. The adoption of SOP 00-3
resulted in the reclassification of demutualization expenses previously recorded
as an extraordinary item in 1999 and 1998 of $93.6 million and $11.7 million,
respectively (net of tax of $2.6 million and $6.3 million, respectively). The
remaining provisions of this SOP, which will require (1) the inclusion of all
closed block activity together with all other assets, liabilities, revenues and
expenses and (2) recognition of a policyholder dividend obligation that
represents cumulative actual closed block earnings in excess of expected
periodic amounts calculated at the date of the demutualization, are effective no
later than December 31, 2001. See Note 6 for a summary description of the closed
block assets, liabilities, revenues and expenses, which do not include the
policyholder dividend obligation that will be required in 2001. The Company
currently is evaluating the effect that establishing the policyholder dividend
obligation will have on its results of operations and financial position. That
impact is not known at this time.

     In April 1998, the AICPA issued SOP 98-5, "Reporting the Costs of Start-Up
Activities." The SOP, which was adopted by the Company on January 1, 1999,
requires that start-up costs capitalized prior to January 1, 1999 be written-off
and any future start-up costs be expensed as incurred. The adoption of SOP 98-5
resulted in a charge to operations of $9.7 million (net of tax of $5.9 million)
and was accounted for as a cumulative effect of an accounting change.

     In March 1998, the Accounting Standards Executive Committee of the AICPA
issued SOP 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." SOP 98-1 provides guidance for determining whether
computer software is for internal use and when costs incurred for internal use
software are to be capitalized. SOP 98-1 was adopted by the Company on January
1, 1999. The adoption of SOP 98-1 did not have a material impact on the
Company's consolidated financial statements.

     SOP 98-7, "Deposit Accounting: Accounting for Insurance and Reinsurance
Contracts That Do Not Transfer Insurance Risk," provides guidance on how to
account for insurance and reinsurance contracts that do not transfer insurance
risk under a method referred to as deposit accounting. SOP 98-7 is effective for
fiscal years beginning after June 15, 1999. SOP 98-7 did not have a material
impact on the Company's consolidated financial statements.

                                       85



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1--Summary of Significant Accounting Policies (continued)

     Recent Accounting Pronouncements

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." In June 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities--Deferral of the
Effective Date of FASB Statement 133." This Statement amends SFAS No. 133 to
defer its effective date for one year, to fiscal years beginning after June 15,
2000. In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities--an amendment of SFAS No.
133." This Statement makes certain changes in the hedging provisions of SFAS No.
133, and is effective concurrent with SFAS No. 133. As amended, SFAS No. 133
requires all derivatives to be recognized on the balance sheet at fair value,
and establishes special accounting for the following three types of hedges: fair
value hedges, cash flow hedges, and hedges of foreign currency exposures of net
investments in foreign operations. Special accounting for qualifying hedges
provides for matching the timing of gain or loss recognition on the hedging
instrument with the recognition of the corresponding changes in value of the
hedged item. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives will either be offset against the
change in the fair value of the hedged assets, liabilities or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be recognized immediately in earnings and will be included in
net realized and other investment gains. As a result, such amounts will not be
included in the determination of the Company's segment after tax operating
income.

     The adoption of SFAS No. 133, as amended, will result in an increase in
other comprehensive income of $58.8 million (net of tax of $31.7 million) as of
January 1, 2001 that will be accounted for as the cumulative effect of an
accounting change. In addition, the adoption of SFAS No. 133, as amended, will
result in a charge to operations of $26.2 million (net of tax of $14.1 million)
as of January 1, 2001, that will be accounted for as the cumulative effect of an
accounting change. The Company believes that its current risk management
philosophy will remain largely unchanged after adoption of the Statement.

     SFAS No. 133, as amended, precludes the designation of held-to-maturity
fixed maturity investment securities as hedged items in hedging relationships
where the hedged risk is interest rate risk. As a result, in connection with the
adoption of the Statement and consistent with the provisions of the Statement,
on January 1, 2001, the Company will reclassify approximately $12.1 billion of
its held-to-maturity fixed maturity investment portfolio to the
available-for-sale category. This will result in an additional increase in other
comprehensive income of $178.6 million (net of tax of $96.2 million) as of
January 1, 2001.

     In September 2000, the FASB issued SFAS No 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities," which
replaces SFAS No. 125, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities." The Statement provides accounting
and reporting standards for transfers and servicing of financial assets and
extinguishments of liabilities. Those standards are based on consistent
application of a financial components approach that focuses on control. Under
that approach, after a transfer of financial assets, the Company recognizes the
financial and servicing assets it controls and the liabilities it has incurred,
derecognizes financial assets when control has been surrendered, and
derecognizes liabilities when extinguished. The Statement provides consistent
standards for distinguishing transfers of financial assets that are sales from
transfers that are secured borrowings. The Statement is effective for transfers
and servicing of financial assets and extinguishments of liabilities occurring
after March 31, 2001.

                                       86



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1--Summary of Significant Accounting Policies (continued)

     In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin 101 (SAB 101), "Revenue Recognition in Financial
Statements." SAB 101 clarifies the SEC staff's views on applying generally
accepted accounting principles to revenue recognition in financial statements.
In March 2000, the SEC issued an amendment, SAB 101A, which deferred the
effective date of SAB 101. In June 2000, the SEC issued a second amendment, SAB
101B, which deferred the effective date of SAB 101 to no later than the fourth
fiscal quarter of fiscal years beginning after December 15, 1999. The Company
adopted SAB 101 in the fourth quarter of fiscal 2000. The adoption of SAB 101
did not have a material impact on the Company's results of operation or
financial position.

     Codification

     In March 1998, the National Association of Insurance Commissioners (NAIC)
adopted codified statutory accounting principles (Codification) effective
January 1, 2001. Codification changes prescribed statutory accounting practices
and results in changes to the accounting practices that the Company and its
domestic life insurance subsidiaries will use to prepare their statutory-basis
financial statements. The states of domicile of the Company and its domestic
life insurance subsidiaries have adopted Codification as the prescribed basis of
accounting on which domestic insurers must report their statutory-basis results
effective January 1, 2001. The cumulative effect of changes in accounting
principles adopted to conform to the requirements of Codification will be
reported as an adjustment to surplus as of January 1, 2001. Management believes
that, although the implementation of Codification will have a negative impact on
the Company and its domestic life insurance subsidiaries' statutory-basis
capital and surplus, the Company and its domestic subsidiaries will remain in
compliance with all regulatory and contractual obligations.

Note 2-- Transactions with Parent

     The Company provides JHFS with personnel, property and facilities in
carrying out certain of its corporate functions. The Company annually determines
a fee for these services and facilities based on a number of criteria. The
amount of the service fee charged to JHFS was $19.8 million in 2000.

                                       87



                       JOHN HANCOCK LIFE INSURANCE COMPANY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Note 3--Investments

     The following information summarizes the components of net investment
income and realized investment gains, net:



                                                                                 Year Ended December 31,
                                                                            ---------------------------------
                                                                               2000       1999        1998
                                                                            ---------   ---------   ---------
                                                                                      (in millions)
                                                                                           
Net Investment Income

   Fixed maturities ......................................................  $ 2,281.6   $ 2,495.5   $ 2,207.5
   Equity securities .....................................................       50.3        62.6        18.7
   Mortgage loans on real estate .........................................      742.1       831.7       781.2
   Real estate ...........................................................       97.1       158.4       415.7
   Policy loans ..........................................................       24.5       109.8       111.9
   Short-term investments ................................................      146.1        92.3        45.3
   Other .................................................................      183.0       165.3       181.3
                                                                            ---------   ---------   ---------
   Gross investment income ...............................................    3,524.7     3,915.6     3,761.6
     Less investment expenses ............................................      273.7       347.1       433.6
                                                                            ---------   ---------   ---------
     Net investment income ...............................................  $ 3,251.0   $ 3,568.5   $ 3,328.0
                                                                            =========   =========   =========
Net Realized Investment Gains (Losses), Net of Related Amortization
   of Deferred Policy Acquisition Costs and Amounts Credited to
   Participating Pension Contractholders
   Fixed maturities ......................................................  $  (128.6)  $   (34.5)  $   110.3
   Equity securities .....................................................      204.7       113.5       115.2
   Mortgage loans on real estate and real estate .........................      (13.1)      143.5       (15.6)
   Derivatives and other invested assets .................................       26.9        38.5        16.5
   Amortization adjustment for deferred policy acquisition costs .........        0.9       (50.5)      (41.2)
   Amounts credited to participating pension contractholders .............       (6.9)      (35.3)      (79.1)
                                                                            ---------   ---------   ---------
   Net realized investment gains, net of related amortization of deferred
     policy acquisition costs and amounts credited to participating
     pension contractholders .............................................  $    83.9   $   175.2   $   106.1
                                                                            =========   =========   =========



                                       88



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 3--Investments (continued)

     Gross gains of $308.7 million in 2000, $192.3 million in 1999, and $267.8
million in 1998, and gross losses of $123.6 million in 2000, $176.8 million in
1999, and $92.9 million in 1998, were realized on the sale of available-for-sale
securities.

     The Company's investments in held-to-maturity securities and
available-for-sale securities are summarized below:




                                                                         Gross          Gross
                                                         Amortized     Unrealized    Unrealized       Fair
                                                            Cost          Gains        Losses         Value
                                                         ----------    ----------    ----------     ----------
                                                                        (in millions)
                                                                                        

December 31, 2000
Held-to-Maturity:
Corporate securities ................................    $ 10,691.1     $  459.2       $ 665.7      $ 10,484.6
Mortgage-backed securities ..........................       1,104.2         10.3          48.2         1,066.3
Obligations of states and political subdivisions ....          87.7          3.0           0.7            90.0
Debt securities issued by foreign governments .......           5.6          4.7            --            10.3
                                                         ----------     --------       -------      ----------
  Total .............................................    $ 11,888.6     $  477.2       $ 714.6      $ 11,651.2
                                                         ==========     ========       =======      ==========
Available-for-Sale:
Corporate securities ................................    $ 10,793.5     $  485.5       $ 415.6      $ 10,863.4
Mortgage-backed securities ..........................       3,430.4         82.2          25.2         3,487.4
Obligations of states and political subdivisions ....          24.8          1.7            --            26.5
Debt securities issued by foreign governments .......       1,354.1        112.3          12.7         1,453.7
U.S. Treasury securities and obligations of U.S.
  government corporations and agencies ..............         187.5          5.3           0.3           192.5
                                                         ----------     --------       -------      ----------
  Total fixed maturities ............................      15,790.3        687.0         453.8        16,023.5
Equity securities ...................................         830.6        360.0          95.7         1,094.9
                                                         ----------     --------       -------      ----------
  Total .............................................    $ 16,620.9     $1,047.0       $ 549.5      $ 17,118.4
                                                         ==========     ========       =======      ==========



                                       89



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 3--Investments (continued)



                                                                         Gross         Gross
                                                         Amortized    Unrealized     Unrealized       Fair
                                                            Cost         Gains         Losses         Value
                                                         ----------   ----------     ----------     ----------
                                                                        (in millions)
                                                                                       

December 31, 1999
Held-to-Maturity:
Corporate securities ................................    $ 12,523.0      $ 390.3        $ 680.3     $ 12,233.0
Mortgage-backed securities ..........................       1,188.4          5.0           68.5        1,124.9
Obligations of states and political subdivisions ....          59.7          1.8            4.4           57.1
Debt securities issued by foreign governments .......           5.0          5.0             --           10.0
U.S. Treasury securities and obligations of U.S.
  government corporations and agencies ..............          14.1           --            0.4           13.7
                                                         ----------      -------        -------     ----------
  Total .............................................    $ 13,790.2      $ 402.1        $ 753.6     $ 13,438.7
                                                         ==========      =======        =======     ==========
Available-for-Sale:
Corporate securities ................................    $ 11,103.0      $ 304.0        $ 431.1     $ 10,975.9
Mortgage-backed securities ..........................       4,168.5         18.6          109.9        4,077.2
Obligations of states and political subdivisions ....          68.9          5.0             --           73.9
Debt securities issued by foreign governments .......       1,519.2         79.0           49.1        1,549.1
U.S. Treasury securities and obligations of U.S.
  government corporations and agencies ..............         291.3          1.6            9.8          283.1
                                                         ----------      -------        -------     ----------
  Total fixed maturities ............................      17,150.9        408.2          599.9       16,959.2
Equity securities ...................................       1,086.2        305.9          161.9        1,230.2
                                                         ----------      -------        -------     ----------
  Total .............................................    $ 18,237.1      $ 714.1        $ 761.8     $ 18,189.4
                                                         ==========      =======        =======     ==========



                                       90



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 3--Investments (continued)

     The amortized cost and fair value of fixed maturities at December 31, 2000,
by contractual maturity, are shown below:


                                                    Amortized          Fair
                                                       Cost           Value
                                                    ---------       ---------
                                                           (in millions)
                                                              
Held-to-Maturity:
Due in one year or less ........................... $   901.6       $   919.4
Due after one year through five years .............   3,332.4         3,396.6
Due after five years through ten years ............   3,080.9         3,144.0
Due after ten years ...............................   3,469.5         3,124.9
                                                    ---------       ---------
                                                     10,784.4        10,584.9
Mortgage-backed securities ........................   1,104.2         1,066.3
                                                    ---------       ---------
   Total .......................................... $11,888.6       $11,651.2
                                                    =========       =========
Available-for-Sale:
Due in one year or less ...........................   $ 567.0         $ 575.6
Due after one year through five years .............   3,363.0         3,356.3
Due after five years through ten years ............   3,798.5         3,758.2
Due after ten years ...............................   4,631.4         4,846.0
                                                    ---------       ---------
                                                     12,359.9        12,536.1
Mortgage-backed securities ........................   3,430.4         3,487.4
                                                    ---------       ---------
   Total .......................................... $15,790.3       $16,023.5
                                                    =========       =========


     Expected maturities may differ from contractual maturities because eligible
borrowers may exercise their right to call or prepay obligations with or without
call or prepayment penalties.

     The sale of fixed maturities held-to-maturity relate to certain securities,
with amortized cost of $24.3 million and $8.5 million for the years ended
December 31, 1999 and 1998, respectively, which were sold due to a significant
decline in the issuers' credit quality or as part of the sale of our property
and casualty operations in 1999. The related net realized gains on the sales
were $0.9 million in 1999. There were no such gains in 1998.

     The change in net unrealized gains (losses) on trading securities that has
been included in earnings during 2000, 1999 and 1998 amounted to $7.9 million,
$15.4 million, and ($6.6) million, respectively.

     The Company participates in a securities lending program for the purpose of
enhancing income on securities held. At December 31, 2000 and 1999, $87.1
million and $278.1 million, respectively, of the Company's bonds and stocks, at
market value, were on loan to various brokers/dealers, but were fully
collateralized by cash and U.S. government securities in an account held in
trust for the Company. The market value of the loaned securities is monitored on
a daily basis, and the Company obtains additional collateral when deemed
appropriate.

                                       91



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 3--Investments (continued)

     For 2000, 1999 and 1998, investment results passed through to participating
pension contractholders as interest credited to policyholders' account balances
amounted to $162.3 million, $170.8 million, and $178.1 million, respectively.

     Mortgage loans on real estate are evaluated periodically as part of the
Company's loan review procedures and are considered impaired when, based on
current information and events, it is probable that the Company will be unable
to collect all amounts due according to the contractual terms of the loan
agreement. The allowance for losses is maintained at a level believed adequate
by management to absorb estimated probable credit losses that exist at the
balance sheet date. Management's periodic evaluation of the adequacy of the
allowance for losses is based on the Company's past loan loss experience, known
and inherent risks in the portfolio, adverse situations that may affect the
borrower's ability to repay (including the timing of future payments), the
estimated value of the underlying collateral, composition of the loan portfolio,
current economic conditions and other relevant factors. This evaluation is
inherently subjective as it requires estimating the amounts and timing of future
cash flows expected to be received on impaired loans that may be susceptible to
significant change.

     Changes in the allowance for probable losses on mortgage loans on real
estate and real estate to be disposed of are summarized below. Included in
deductions in 2000 are $13.5 million of allowances for probable losses on
mortgage loans transferred to the closed block.





                                       Balance at                               Balance at
                                       Beginning                                  End of
                                        of Year     Additions    Deductions        Year
                                        -------     ---------    ----------     ----------
                                                        (in millions)
                                                                     

Year ended December 31, 2000
   Mortgage loans on real estate ....... $110.4       $  5.4        $ 45.8         $ 70.0
   Real estate to be disposed of .......   58.1         17.1          31.7           43.5
                                         ------       ------        ------         ------
   Total ............................... $168.5       $ 22.5        $ 77.5         $113.5
                                         ======       ======        ======         ======
Year ended December 31, 1999
   Mortgage loans on real estate ....... $111.0       $ 39.3        $ 39.9         $110.4
   Real estate to be disposed of .......  112.0         22.5          76.4           58.1
                                         ------       ------        ------         ------
   Total ............................... $223.0       $ 61.8        $116.3         $168.5
                                         ======       ======        ======         ======
Year ended December 31, 1998
   Mortgage loans on real estate ....... $127.3       $ 15.9        $ 32.2         $111.0
   Real estate to be disposed of .......   25.5         97.0          10.5          112.0
                                         ------       ------        ------         ------
   Total ............................... $152.8       $112.9        $ 42.7         $223.0
                                         ======       ======        ======         ======



                                       92



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Note 3--Investments (continued)


     At December 31, 2000 and 1999, the total recorded investment in mortgage
loans that are considered to be impaired under SFAS No. 114, "Accounting by
Creditors for Impairment of a Loan," along with the related provision for losses
were as follows:


                                                                                        December 31,
                                                                                      ----------------
                                                                                       2000      1999
                                                                                       ----      ----
                                                                                       (in millions)
                                                                                         
Impaired mortgage loans on real estate with provision for losses ..................   $ 57.6   $ 147.1
Provision for losses ..............................................................    (16.8)    (43.2)
                                                                                      ------   -------
Net impaired mortgage loans on real estate ........................................   $ 40.8   $ 103.9
                                                                                      ======   =======


     The average recorded investment in impaired loans and the interest income
recognized on impaired loans were as follows:



                                                                              Year Ended
                                                                             December 31,
                                                                      -------------------------------
                                                                      2000        1999         1998
                                                                      ----        ----         ----
                                                                             (in millions)
                                                                                    
Average recorded investment in impaired loans ....................   $ 102.4    $ 137.9      $ 210.8
Interest income recognized on impaired loans .....................       2.9        4.9          2.7


     The payment terms of mortgage loans on real estate may be restructured or
modified from time to time. Generally, the terms of the restructured mortgage
loans call for the Company to receive some form or combination of an equity
participation in the underlying collateral, excess cash flows or an effective
yield at the maturity of the loans sufficient to meet the original terms of the
loans.

     Restructured commercial mortgage loans aggregated $68.3 million and $133.1
million as of December 31, 2000 and 1999, respectively. The expected gross
interest income that would have been recorded had the loans been current in
accordance with the original loan agreements and the actual interest income
recorded were as follows:



                                                    Year Ended
                                                   December 31,
                                           -------------------------------
                                           2000        1999          1998
                                           ----        ----          ----
                                                   (in millions)
                                                           
Expected ................................  $ 5.8      $ 12.0        $ 23.7
Actual ..................................    5.2         7.9          12.6


                                       93



                       JOHN HANCOCK LIFE INSURANCE COMPANY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Note 3--Investments (continued)


     At December 31, 2000, the mortgage portfolio was diversified by geographic
region and specific collateral property type as displayed below:




                                         Carrying     Geographic                              Carrying
Property Type                             Amount      Concentration                            Amount
- -------------                         -------------   -------------                         -------------
                                      (in millions)                                         (in millions)

                                                                                   
Apartments .........................    $ 2,082.4     East North Central ................     $   907.8
Hotels .............................        351.6     East South Central ................         475.0
Industrial .........................        784.3     Middle Atlantic ...................       1,115.8
Office buildings ...................      1,990.2     Mountain ..........................         312.6
Retail .............................      1,284.3     New England .......................         682.5
1-4 Family .........................         71.8     Pacific ...........................       1,573.9
Mixed Use ..........................        234.9     South Atlantic ....................       1,678.9
Agricultural .......................      2,104.2     West North Central ................         296.1
Other ..............................        135.2     West South Central ................         659.9
                                                      Canada/Other ......................       1,336.4
Allowance for losses ...............        (70.0)    Allowance for losses ..............         (70.0)
                                        ---------                                             ---------
   Total ...........................    $ 8,968.9     Total .............................     $ 8,968.9
                                        =========                                             =========


     Mortgage loans with outstanding principal balances of $27.8 million, bonds
with amortized cost of $117.1 million and real estate with a carrying value of
$1.1 million were non-income producing for the year ended December 31, 2000.

     Depreciation expense on investment real estate was $9.5 million, $8.1
million, and $41.7 million in 2000, 1999, and 1998, respectively. Accumulated
depreciation was $66.2 million and $60.5 million at December 31, 2000 and 1999,
respectively.

     Investments in unconsolidated joint ventures and partnerships accounted for
by using the equity method of accounting totaled $183.6 million and $201.7
million at December 31, 2000 and 1999, respectively. Total combined assets of
these joint ventures and partnerships were $1,235.0 million and $1,134.2 million
(consisting primarily of investments), and total combined liabilities were
$313.0 million and $267.1 million (including $124.8 million and $133.2 million
of non-recourse notes payable to banks) at December 31, 2000 and 1999,
respectively. Total combined revenues and expenses of such joint ventures and
partnerships were $1,908.4 million and $1,720.0 million, respectively, resulting
in $188.4 million of total combined income from operations before income taxes
in 2000. Total combined revenues of such joint ventures and partnerships were
$346.7 million and $1,435.6 million, and total combined expenses were $145.2
million and $1,128.0 million, respectively, resulting in $201.5 million and
$307.6 million of total combined income from operations before income taxes in
1999 and 1998, respectively. Net investment income on investments accounted for
on the equity method totaled $143.8 million, $65.1 million and $70.0 million in
2000, 1999, and 1998, respectively.

                                       94



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 4--Derivatives

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




                                                                                              Assets (Liabilities)
                                                Number of Contracts/            -----------------------------------------------
                                                  Notional Amount                        2000                    1999
                                             ----------------------------       ----------------------   ----------------------
                                                                                Carrying       Fair      Carrying       Fair
                                                 2000             1999            Value        Value       Value        Value
                                             -----------     ------------       ---------    ---------   --------     ---------
                                                                                 (in millions)

Asset Hedges:
                                                                                                    
   Futures contracts to sell securities ..         5,874           19,288       $  (17.6)    $  (17.6)    $  32.2     $   32.2
   Interest rate swap agreements
        Notional .........................      $6,896.1         $5,824.0         (178.2)      (290.4)       82.9         94.7
        Average fixed rate-paid ..........          6.90%            6.91%            --           --          --
        Average float rate-received ......          6.67%            6.06%            --           --          --
   Interest rate cap agreements ..........      $   42.2         $   80.0            0.1          0.1         0.2          0.2
   Interest rate swaption agreements .....            30             30.0           (1.3)        (1.3)       (3.6)        (3.6)
   Currency rate swap agreements .........         515.0            541.0           11.4         11.4         9.1          9.1
   Equity collar agreements ..............            --               --           11.7         11.7        53.0         53.0
Liability Hedges:
   Futures contracts to acquire
     securities ..........................           647            4,075            1.4          1.4        (0.9)        (0.9)
   Interest rate swap agreements .........
        Notional .........................      $3,008.2         $3,780.0             --        114.3          --       (113.0)
        Average fixed rate-received ......          6.79%            6.97%            --           --          --           --
        Average float rate-paid ..........          6.68%            6.06%            --           --          --           --
   Interest rate swaps
     (receive CMT rate) ..................      $  491.3         $  648.7             --         (5.2)         --          1.9
   Interest rate cap agreements ..........         279.4            279.4            2.1          2.1         5.6          5.6
   Interest rate floor agreements ........       8,328.0            125.0           59.0         59.0         0.1          0.1
   Currency rate swap agreements .........       3,423.4          5,470.2             --       (473.0)         --        (57.4)



     Financial futures contracts are used principally to hedge risks associated
with interest rate fluctuations on sales of guaranteed investment contracts and
funding agreements. The Company is subject to the risks associated with changes
in the value of the underlying securities; however, such changes in value
generally are offset by opposite changes in the value of the hedged items. The
contract or notional amounts of the contracts represent the extent of the
Company's involvement but not the future cash requirements, as the Company
intends to close the open positions prior to settlement. The futures contracts
expire in March 2001.

     The interest rate swap agreements expire in 2001 to 2029. The interest rate
cap agreements expire in 2001 to 2007 and interest rate floor agreements expire
in 2010. Interest rate swaption agreements expire in 2025. The currency rate
swap agreements expire in 2001 to 2021. The equity collar agreements expire in
2003.

                                       95



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Note 4--Derivatives (continued)

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

     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.

Note 5--Income Taxes

     The Company participates in the filing of a life/non-life consolidated
federal income tax return. The life company sub-group includes four domestic
life insurance companies (the Company, John Hancock Variable Life Insurance
Company, Investors Partner Life Insurance Company and Investors Guaranty Life
Insurance Company) and a Bermuda life insurance company (John Hancock
Reassurance Company, Ltd.) that is treated as a U.S. company for federal income
tax purposes. The non-life subgroup consists of John Hancock Financial Services,
Inc., John Hancock Subsidiaries, Inc. and John Hancock International Holdings,
Inc.

     In addition to taxes on operations, mutual life insurance companies are
charged an equity base tax. As the Company was a mutual life insurance company
for the entire year 1999, it is subject to the re-computation of its 1999 equity
base tax liability in its 2000 tax return. The equity base tax is determined by
application of an industry-based earnings rate to mutual companies' average
equity base, as defined by the Internal Revenue Code. The industry earnings rate
is determined by the Internal Revenue Service (IRS) and is not finalized until
the subsequent year. The Company estimates its taxes for the current year based
on estimated industry earnings rates and revises these estimates up or down when
the earnings rates are finalized and published by the IRS in the subsequent
year.

     Income before income taxes, minority interest and cumulative effect of
accounting change includes the following:



                                                                              Year Ended December 31,
                                                                         --------------------------------
                                                                            2000        1999       1998
                                                                         ---------     -------    -------
                                                                                   (in millions)
                                                                                         
Domestic ..............................................................  $ 1,125.5     $ 211.7    $ 585.1
Foreign ...............................................................       69.6        48.2       32.2
                                                                         ---------     -------    -------
Income before income taxes, minority interest and
   cumulative effect of accounting change .............................  $ 1,195.1     $ 259.9    $ 617.3
                                                                         =========     =======    =======


                                       96



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 5--Income Taxes (continued)

     The components of income taxes were as follows:



                                                                               Year Ended December 31,
                                                                        -------------------------------------
                                                                         2000           1999           1998
                                                                        -------        -------        -------
                                                                                    (In millions)
Current taxes:
                                                                                             
   Federal .........................................................    $  18.1        $ (62.5)       $ 223.6
   Foreign .........................................................        7.5            2.6            1.9
   State ...........................................................       12.0            5.8            6.3
                                                                        -------        -------        -------
                                                                          37.6          (54.1)         231.8

Deferred taxes:
   Federal .........................................................      284.7          137.7          (64.5)
   Foreign .........................................................       23.1           15.4            7.7
   State ...........................................................       (1.0)          (1.1)          (0.9)
                                                                        -------        -------        -------
                                                                          306.8          152.0          (57.7)
                                                                        -------        -------        -------
Total income taxes .................................................    $ 344.4        $  97.9        $ 174.1
                                                                        =======        =======        =======


     A reconciliation of income taxes computed by applying the federal income
tax rate to income before income taxes, minority interest and cumulative effect
of accounting change and the consolidated income tax expense charged to
operations follows:




                                                                               Year Ended December 31,
                                                                        -------------------------------------
                                                                         2000           1999           1998
                                                                        -------        -------        -------
                                                                                    (In millions)

                                                                                             
Tax at 35% .........................................................    $ 418.2        $  91.0        $ 216.1
Add (deduct):
   Equity base tax .................................................      (46.0)          22.2          (19.9)
   Prior year taxes ................................................       (0.3)           2.1            5.8
   Tax credits .....................................................      (20.6)         (12.9)         (13.0)
   Foreign taxes ...................................................        0.4            1.0            2.5
   Tax exempt investment income ....................................      (16.4)         (19.4)         (24.4)
   Non-taxable gain on sale of subsidiary ..........................         --          (15.4)            --
   Disallowed demutualization expenses .............................         --           31.1             --
   Other ...........................................................        9.1           (1.8)           7.0
                                                                        -------        -------        -------
     Total income taxes ............................................    $ 344.4        $  97.9        $ 174.1
                                                                        =======        =======        =======


                                       97



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Note 5--Income Taxes (continued)


     The significant components of the Company's deferred tax assets and
liabilities were as follows:



                                                                        December 31,
                                                                    -------------------
                                                                     2000         1999
                                                                    -------     -------
                                                                       (in millions)
Deferred tax assets:
                                                                          
   Policy reserve adjustments ...................................   $ 458.8     $ 803.1
   Other postretirement benefits ................................     149.4       151.1
   Book over tax basis of investments ...........................     168.7       119.7
   Dividends payable to policyholders ...........................     117.6       129.0
   Unearned premium .............................................      93.3        58.3
   Interest .....................................................      38.3        38.3
   Other ........................................................        --        67.0
                                                                    -------     -------
     Total deferred tax assets ..................................   1,026.1     1,366.5
                                                                    -------     -------
Deferred tax liabilities:
   Deferred policy acquisition costs ............................     777.6       805.1
   Depreciation .................................................     212.2       232.1
   Basis in partnerships ........................................     109.8       159.2
   Market discount on bonds .....................................      64.2        59.2
   Pension plan expense .........................................     114.6        82.5
   Capitalized charges related to mutual funds ..................      56.9        71.8
   Unrealized gains .............................................     112.6        34.5
   Other ........................................................      74.2          --
                                                                    -------     -------
     Total deferred tax liabilities .............................   1,522.1     1,444.4
                                                                    -------     -------
     Net deferred tax liabilities ...............................   $ 496.0     $  77.9
                                                                    =======     =======


     The Company received an income tax refund of $24.3 million, and made income
tax payments of $86.2 million, and $158.8 million in 2000, 1999 and 1998,
respectively.

                                       98



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 6--Closed Block

     Under the Plan, on February 1, 2000, the Company created a closed block for
the benefit of policies included therein. The following tables set forth certain
summarized financial information relating to the closed block as of the dates
indicated:



                                                                                     December 31,    February 1,
                                                                                         2000           2000
                                                                                     -----------     ----------
                                                                                            (in millions)
                                                                                                
Assets
Investments
Fixed maturities:
  Held-to-maturity--at amortized cost
    (fair value: December 31--$2,327.4; February 1--$ 2,259.6) ......................  $ 2,269.9      $ 2,270.7
  Available-for-sale--at fair value
    (cost: December 31--$2,378.7; February 1--$ 2,275.1) ............................    2,353.0        2,199.2
Equity securities:
  Available-for-sale--at fair value (cost: December 31--$5.3;
    February 1--$6.4) ...............................................................        6.3            3.4
Mortgage loans on real estate .......................................................    1,930.6        1,875.9
Policy loans ........................................................................    1,540.6        1,561.2
Short-term investments ..............................................................       62.1             --
Other invested assets ...............................................................       40.7            5.3
                                                                                      ----------     ----------
    Total Investments ...............................................................    8,203.2        7,915.7
Cash and cash equivalents ...........................................................      305.6          158.6
Accrued investment income ...........................................................      149.3          136.2
Premiums and accounts receivable ....................................................       27.1            4.0
Deferred policy acquisition costs ...................................................      947.3        1,062.5
Other assets ........................................................................       77.5           66.0
                                                                                      ----------     ----------
    Total closed block assets .......................................................  $ 9,710.0      $ 9,343.0
                                                                                      ==========     ==========
Liabilities
Future policy benefits ..............................................................  $ 9,910.5      $ 9,732.8
Policyholders' funds ................................................................    1,459.5        1,885.4
Other liabilities ...................................................................      665.9          500.1
                                                                                      ----------     ----------
    Total closed block liabilities .................................................. $ 12,035.9     $ 12,118.3
                                                                                      ==========     ==========





                                                                                             For the Period
                                                                                           February 1, through
                                                                                            December 31, 2000
                                                                                           -------------------
                                                                                               (in millions)
                                                                                               
Revenues
    Premiums ..................................................................................   $ 865.0
    Net investment income .....................................................................     591.6
    Realized investment gains, net ............................................................      11.7
    Other expense .............................................................................      (0.6)
                                                                                                  -------
      Total revenues ..........................................................................   1,467.7
Benefits and Expenses
    Benefits to policyholders .................................................................     870.0
    Other operating costs and expenses ........................................................     (10.0)
    Amortization of deferred policy acquisition costs .........................................      76.5
    Dividends to policyholders ................................................................     407.1
                                                                                                  -------
      Total benefits and expenses .............................................................   1,343.6
                                                                                                  -------
      Contribution from the closed block ......................................................   $ 124.1
                                                                                                  =======



                                       99



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 6--Closed Block (continued)

     Gross losses of $7.2 million in 2000 were realized on sales of
available-for-sale securities allocated to the closed block. There were no gross
gains realized in 2000.

     Investments in held-to-maturity securities and available-for-sale
securities allocated to the closed block are summarized below:



                                                                                Gross       Gross
                                                                   Amortized  Unrealized  Unrealized     Fair
                                                                      Cost      Gains       Losses      Value
                                                                    --------  ----------  ----------    -----
                                                                                 (in millions)
December 31, 2000
Held-to-Maturity:
                                                                                          
Corporate securities .............................................. $2,157.0    $94.6       $33.4     $2,218.2
Mortgage-backed securities ........................................     98.3      1.2         4.8         94.7
Obligations of states and political subdivisions ..................     14.6      0.1         0.2         14.5
                                                                    --------    -----       -----     --------
        Total ..................................................... $2,269.9    $95.9       $38.4     $2,327.4
                                                                    ========    =====       =====     ========
Available-for-Sale:
Corporate securities .............................................. $1,485.4    $42.8       $80.4     $1,447.8
Mortgage-backed securities ........................................    784.9     14.5         8.5        790.9
Obligations of states and political subdivisions ..................     11.3      0.4          --         11.7
Debt securities issued by foreign governments .....................     84.0      6.7         1.4         89.3
U.S. Treasury securities and obligations of U.S. government
   corporations and agencies ......................................     13.1      0.2          --         13.3
                                                                    --------    -----       -----     --------
Total fixed maturities ............................................  2,378.7     64.6        90.3      2,353.0
Equity securities .................................................      5.3      1.6         0.6          6.3
                                                                    --------    -----       -----     --------
     Total ........................................................ $2,384.0    $66.2       $90.9     $2,359.3
                                                                    ========    =====       =====     ========


     The amortized cost and fair value of fixed maturities at December 31, 2000,
by contractual maturity, are shown below:

                                                     Amortized        Fair
                                                        Cost         Value
                                                     ---------     ---------
                                                           (in millions)
Held-to-Maturity:
Due in one year or less ............................ $   202.2     $   206.0
Due after one year through five years ..............     803.6         821.2
Due after five years through ten years .............     587.1         614.1
Due after ten years ................................     578.7         591.4
                                                     ---------     ---------
                                                       2,171.6       2,232.7
Mortgage-backed securities .........................      98.3          94.7
                                                     ---------     ---------
   Total ........................................... $ 2,269.9     $ 2,327.4
                                                     ---------     ---------
Available-for-Sale:
Due in one year or less ............................ $    64.5     $    66.0
Due after one year through five years ..............     431.7         431.4
Due after five years through ten years .............     473.8         466.8
Due after ten years ................................     623.8         597.9
                                                     ---------     ---------
                                                       1,593.8       1,562.1
Mortgage-backed securities .........................     784.9         790.9
                                                     ---------     ---------
   Total ........................................... $ 2,378.7     $ 2,353.0
                                                     ---------     ---------

     Expected maturities may differ from contractual maturities because eligible
borrowers may exercise their right to call or prepay obligations with or without
call or prepayment penalties.

                                       100



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 6--Closed Block (continued)

     At December 31, 2000, the mortgage portfolio was diversified by geographic
region and specific collateral property type as displayed below:



                              Carrying     Geographic                      0   Carrying
Property Type                  Amount      Concentration                        Amount
- -------------                 --------     -------------                        ------
                            (in millions)                                   (in millions)
                                                                          
Apartments .................     $ 324.3   East North Central ..............    $  201.1
Hotels .....................        66.1   East South Central ..............        58.5
Industrial .................       127.2   Middle Atlantic .................       378.0
Office buildings ...........       494.6   Mountain ........................        92.1
Retail .....................       350.4   New England .....................       162.0
1-4 Family .................          --   Pacific .........................       420.7
Mixed Use ..................        41.8   South Atlantic ..................       384.5
Agricultural ...............       433.1   West North Central ..............        74.9
Other ......................       106.6   West South Central ..............       162.7
                                           Canada/Other ....................         9.6
Allowance for losses .......       (13.5)  Allowance for losses ............       (13.5)
                                --------                                        --------
  Total ....................    $1,930.6     Total .........................    $1,930.6
                                ========                                        ========


Note 7--Debt and Line of Credit

     Short-term and long-term debt consists of the following:



                                                                                            December 31,
                                                                                         ----------------
                                                                                          2000      1999
                                                                                         ------    ------
                                                                                           (in millions)
Short-term debt:
                                                                                             
  Commercial paper ..................................................................... $222.3    $380.6
  Current maturities of long-term debt .................................................   23.0      73.2
                                                                                         ------    ------
Total short-term debt ..................................................................  245.3     453.8
                                                                                         ------    ------
Long-term debt:
  Surplus notes, 7.38% maturing in 2024 ................................................  447.2     447.1
  Notes payable, interest ranging from 5.43% to 9.60%, due in varying amounts to 2005 ..  109.8     163.0
                                                                                         ------     -----
Total long-term debt ...................................................................  557.0     610.1
Less current maturities ................................................................  (23.0)    (73.2)
                                                                                         ------    ------
Long-term debt .........................................................................  534.0     536.9
                                                                                         ------    ------
     Total debt ........................................................................ $779.3    $990.7
                                                                                         ======    ======


                                       101



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 7--Debt and Line of Credit (continued)

     The Company issues commercial paper primarily to take advantage of current
investment opportunities, balance operating cash flows and existing commitments
and meet working capital needs. The weighted average interest rate for
outstanding commercial paper at December 31, 2000 and 1999 was 6.59% and 6.28%,
respectively. The weighted average life for outstanding commercial paper at
December 31, 2000 and 1999 was approximately 26 days and 11 days, respectively.
Commercial paper borrowing arrangements are supported by a syndicated line of
credit.

     The issuance of surplus notes was approved by the Commonwealth of
Massachusetts Division of Insurance, and any payments of interest or principal
on the surplus notes require the prior approval of the Commissioner of the
Commonwealth of Massachusetts Division of Insurance.

     At December 31, 2000, the Company had a syndicated line of credit with a
group of banks totaling $1.0 billion, $500.0 million of which expires on August
2, 2001 and $500.0 million of which expires on August 3, 2005. The banks will
commit, when requested, to loan funds at prevailing interest rates as determined
in accordance with the line of credit agreement. Under the terms of the
agreement, the Company is required to maintain certain minimum levels of net
worth and comply with certain other covenants, which were met at December 31,
2000. At December 31, 2000, the Company had no outstanding borrowings under the
agreement.

     Aggregate maturities of long-term debt are as follows: 2001--$23.0 million;
2002--$38.0 million; 2003--$22.9 million; 2004--$6.0 million; 2005--$19.9
million and thereafter--$447.2 million.

     Interest expense on debt, included in other operating costs and expenses,
was $63.4 million, $70.1 million, and $76.7 million in 2000, 1999 and 1998,
respectively. Interest paid amounted to $63.4 million in 2000, $70.1 million in
1999, and $76.7 million in 1998.

Note 8--Minority Interest

     Minority interest relates to the portion of John Hancock Canadian Holdings
Limited (JHCH) owned by JHFS and the preferred stock issued by Maritime, an
indirect majority owned subsidiary of the Company.

     As of October 1, 2000, the Company sold 45% of the common stock of JHCH,
the parent company of Maritime, to JHFS for cash of $222.3 million. No gain or
loss was recognized on the transaction. For financial reporting purposes, the
assets, liabilities, and earnings of JHCH are consolidated in the Company's
financial statements. JHFS's interest in JHCH of $196.8 million as of December
31, 2000 and the related income attributable to the interest of $5.2 million in
2000 is reflected in Minority Interest in the consolidated balance sheets and
statements of income. The Board of Directors of JHFS also has authorized the
purchase of the remaining JHCH shares from the Company over time as well as the
shares of certain other foreign subsidiaries.

     On November 19, 1999, Maritime issued $68.2 million of Non-Cumulative
Redeemable Second Preferred Shares, Series 1 (Series 1 Preferred Shares) at a
price of 25 Canadian dollars per share. Dividends on the Series 1 Preferred
Shares are payable quarterly, through December 31, 2004, at a rate of 0.38125
Canadian dollars per share. Commencing on January 1, 2005, the Series 1
Preferred Shares dividends will be calculated by applying 25 Canadian dollars to
the greater of one quarter of 90% of prime rate and 5.85%. The Series 1
Preferred Shares are nonvoting and redeemable at Maritime's sole option any time
after December 31, 2004 at a price of 25.50 Canadian dollars plus all declared
and unpaid dividends. In addition, shareholders as of December 31, 2004 have the
option to convert their Series 1 Preferred Shares to Non-Cumulative Redeemable
Second Preferred Shares, Series 2 (Series 2 Preferred Shares). The Series 2
Preferred Shares will have a dividend rate of not less than 95% of the yield of
certain bonds of the Government of Canada.

                                       102



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 8--Minority Interest (continued)

     In 1986, Maritime issued $25.3 million of Series A Cumulative Redeemable
Preferred Stock (Preferred Stock). Dividends on the Preferred Stock are payable
quarterly at 18% of the average of two prime rates of two specified Canadian
banks. The Preferred Stock is nonvoting and redeemable at Maritime's sole option
at a price of 25 Canadian dollars per share.

Note 9--Reinsurance

The effect of reinsurance on premiums written and earned was as follows:



                                                2000                         1999                       1998
                                      ------------------------     ------------------------    ----------------------
                                              Premiums                     Premiums                   Premiums
                                      ------------------------     ------------------------    ----------------------
                                       Written        Earned        Written        Earned       Written       Earned
                                      ---------      ---------     ---------      ---------    ---------     --------
                                                                        (in millions)
Life, Health and Annuity:
                                                                                           
  Direct ..........................   $ 3,158.1      $ 3,157.4     $ 3,437.1      $ 3,435.2    $ 2,830.4     $ 2,828.4
  Assumed .........................       465.1          465.1         312.5          312.5        351.9         351.9
  Ceded ...........................    (1,432.1)      (1,432.1)     (1,336.7)      (1,336.7)    (1,071.4)     (1,071.3)
                                      ---------      ---------     ---------      ---------    ---------     ---------
    Net life, health and annuity
      premiums ....................     2,191.1        2,190.4       2,412.9        2,411.0      2,110.9       2,109.0
                                      ---------      ---------     ---------      ---------    ---------       -------
Property and Casualty:
  Direct ..........................          --             --            --             --          0.4           7.1
  Assumed .........................          --             --           0.3            0.3           --           1.9
  Ceded ...........................          --             --            --             --         (0.4)         (9.0)
                                      ---------      ---------     ---------      ---------    ---------     ---------
    Net property and casualty
      premiums ....................          --             --           0.3            0.3           --            --
                                      ---------      ---------     ---------      ---------    ---------     ---------
    Net premiums ..................   $ 2,191.1      $ 2,190.4     $ 2,413.2      $ 2,411.3    $ 2,110.9     $ 2,109.0
                                      =========      =========     =========      =========    =========     =========


     For the years ended December 31, 2000, 1999 and 1998, benefits to
policyholders under life, health and annuity ceded reinsurance contracts were
$734.5 million, $576.3 million, and $814.6 million, respectively.

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

                                       103



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 9--Reinsurance (continued)

     In connection with the coinsurance arrangement, the Company initially
secured a $397.0 million letter of credit facility with a group of banks. Under
the terms of the letter of credit facility agreement, the banks agreed to issue
a letter of credit to the Company pursuant to which the Company may draw up to
the amount of the letter of credit for any claims not satisfied by UNICARE under
the coinsurance agreement after the Company has incurred the first $113.0
million of losses from such claims. The amount available pursuant to the letter
of credit agreement and any letter of credit issued thereunder automatically
will be reduced on a scheduled basis consistent with the anticipated runoff of
liabilities related to the business reinsured under the coinsurance agreement.
The letter of credit facility was reduced to $272.0 million effective March 1,
2000 and is scheduled to be reduced again to $127.0 million on March 1, 2001.
The letter of credit and any letter of credit issued thereunder are scheduled to
expire on March 1, 2002. The Company remains liable to its policyholders to the
extent that UNICARE does not meet its contractual obligations under the
coinsurance agreement.

     Through the Company's group health insurance operations, the Company
entered into a number of reinsurance arrangements in respect of personal
accident insurance and the occupational accident component of workers
compensation insurance, a portion of which was originated through a pool managed
by Unicover Managers, Inc. Under these arrangements, the Company both assumed
risks as a reinsurer, and also passed 95% of these risks on to other companies.
This business had originally been reinsured by a number of different companies,
and has become the subject of widespread disputes. The disputes concern the
placement of the business with reinsurers and recovery of the reinsurance. The
Company is engaged in disputes, including a number of legal proceedings, in
respect of this business. The risk to the Company is that other companies that
reinsured the business from the Company may seek to avoid their reinsurance
obligations. However, the Company believes that it has a reasonable legal
position in this matter. During the fourth quarter of 1999 and early 2000, the
Company received additional information about its exposure to losses under the
various reinsurance programs. As a result of this additional information and in
connection with global settlement discussions initiated in late 1999 with other
parties involved in the reinsurance programs, during the fourth quarter of 1999
the Company recognized a charge for uncollectible reinsurance of $133.7 million,
after tax, as its best estimate of its remaining loss exposure. The Company
believes that any exposure to loss from this issue, in addition to amounts
already provided for as of December 31, 2000, would not be material.

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

                                       104



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 10--Pension Benefit Plans and Other Postretirement Benefit Plans

     The Company provides pension benefits to substantially all employees and
general agency personnel. These benefits are provided through both qualified
defined benefit and defined contribution pension plans. In addition, through
nonqualified plans, the Company provides supplemental pension benefits to
employees with salaries and/or pension benefits in excess of the qualified plan
limits imposed by federal tax law. Pension benefits under the defined benefit
plans are based on years of service and average compensation generally during
the five years prior to retirement. Benefits related to the Company's defined
benefit pension plans paid to employees and retirees covered by annuity
contracts issued by the Company amounted to $102.2 million in 2000, $97.6
million in 1999, and $92.6 million in 1998. Plan assets consist principally of
listed equity securities, corporate obligations and U.S. government securities.

     The Company's funding policy for qualified defined benefit plans is to
contribute annually an amount in excess of the minimum annual contribution
required under the Employee Retirement Income Security Act (ERISA). This amount
is limited by the maximum amount that can be deducted for federal income tax
purposes. Because the qualified defined benefit plans are overfunded, no amounts
were contributed to these plans in 2000 or 1999. The funding policy for
nonqualified defined benefit plans is to contribute the amount of the benefit
payments made during the year. The projected benefit obligation and accumulated
benefit obligation for the non-qualified defined benefit pension plans, which
are underfunded, for which accumulated benefit obligations are in excess of plan
assets were $256.3 million, and $244.3 million, respectively, at December 31,
2000, and $257.4 million and $239.3 million, respectively, at December 31, 1999.
Non-qualified plan assets, at fair value, were $0.8 million and $1.0 million at
December 31, 2000 and 1999, respectively.

     Defined contribution plans include The Investment Incentive Plan and the
Savings and Investment Plan. The expense for defined contribution plans was
$10.2 million, $9.4 million, and $8.1 million, in 2000, 1999 and 1998,
respectively.

     In addition to the Company's defined benefit pension plans, the Company has
employee welfare plans for medical, dental, and life insurance covering most of
its retired employees and general agency personnel.

     Substantially all employees may become eligible for these benefits if they
reach retirement age while employed by the Company. The postretirement health
care and dental coverages are contributory based on service for post January 1,
1992 non-union retirees. A small portion of pre-January 1, 1992 non-union
retirees also contribute. The applicable contributions are based on service.

     The Company's policy is to fund postretirement benefits in amounts at or
below the annual tax qualified limits. As of December 31, 2000 and 1999, plan
assets related to non-union employees were comprised of an irrevocable health
insurance contract to provide future health benefits to retirees. Plan assets
related to union employees were comprised of approximately 60% equity securities
and 40% fixed income investments.

                                       105



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Note 10--Pension Benefit Plans and Other Postretirement Benefit Plans
(continued)

     The changes in benefit obligation and plan assets related to the Company's
qualified and nonqualified benefit plans are summarized as follows:




                                                                     Year Ended December 31,
                                                             --------------------------------------------
                                                                                     Other Postretirement
                                                             Pension Benefits              Benefits
                                                             ----------------        --------------------
                                                              2000       1999           2000        1999
                                                              ----       ----           ----        ----
                                                                            (In millions)
                                                                                      

Change in benefit obligation:
   Benefit obligation at beginning of year ................ $ 1,967.6   $ 1,839.8     $ 443.2     $ 441.1
   Service cost ...........................................      36.8        35.7         7.8         7.5
   Interest cost ..........................................     134.1       121.2        31.4        28.7
   Amendments .............................................     (10.3)       19.9          --          --
   Actuarial (gain) loss ..................................    (136.8)       32.6        36.4        (4.7)
   Translation (gain) loss ................................      (1.5)        2.1          --          --
   Benefits paid ..........................................    (113.6)     (115.1)      (32.0)      (29.4)
   Acquisition of subsidiary ..............................        --        44.6         6.5          --
   Curtailment ............................................        --       (13.2)         --          --
                                                              -------     -------    --------    --------
   Benefit obligation at end of year ......................   1,876.3     1,967.6       493.3       443.2
                                                              =======     =======    ========    ========
Change in plan assets:
   Fair value of plan assets at beginning of year .........   2,476.5     2,251.1       232.9       215.2
   Actual return on plan assets ...........................     132.6       281.5         0.3        17.7
   Employer contribution ..................................      12.6        11.5        35.5          --
   Benefits paid ..........................................    (113.6)     (108.4)       (7.3)         --
   Translation (loss) gain ................................      (2.3)        3.5          --          --
   Acquisition of subsidiary ..............................        --        50.2          --          --
   Curtailment ............................................        --       (12.9)         --          --
                                                              -------     -------    --------    --------
   Fair value of plan assets at end of year ...............   2,505.8     2,476.5       261.4       232.9
                                                              -------     -------    --------    --------
Funded status .............................................     629.5       508.9      (231.9)     (210.3)
Unrecognized actuarial gain ...............................    (400.6)     (366.0)     (139.7)     (182.8)
Unrecognized prior service cost ...........................      24.2        39.1        (1.4)       (1.6)
Unrecognized net transition asset .........................      (6.3)      (11.8)         --          --
                                                              -------     -------    --------    --------
Prepaid (accrued) benefit cost, net .......................   $ 246.8     $ 170.2    $ (373.0)   $ (394.7)
                                                              =======     =======    ========    ========
Amounts recognized in balance sheet consist of:
     Prepaid benefit cost .................................   $ 396.4     $ 299.4
     Accrued benefit liability ............................    (243.5)     (238.9)
     Intangible asset .....................................       6.0         7.9
     Accumulated other comprehensive income ...............      87.9       101.8
                                                              -------     -------
Prepaid benefit cost, net .................................   $ 246.8     $ 170.2
                                                              =======     =======



                                       106



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 10--Pension Benefit Plans and Other Postretirement Benefit Plans
(continued)

     The assumptions used in accounting for the Company's qualified and
nonqualified benefit plans were as follows:



                                                                                Year Ended December 31,
                                                                         ----------------------------------
                                                                                                  Other
                                                                            Pension          Postretirement
                                                                            Benefits            Benefits
                                                                         --------------      --------------
                                                                         2000      1999      2000      1999
                                                                         ----      ----      ----      ----
                                                                                           
Discount rate ........................................................   7.25%     7.00%     7.25%     7.00%
Expected return on plan assets .......................................   9.00%     8.50%     9.00%     8.50%
Rate of compensation increase ........................................   4.77%     4.77%     4.77%     4.77%


     For measurement purposes, an 8.75% annual rate of increase in the per
capita cost of covered health care benefits was assumed for 2001. The rate was
assumed to decrease gradually to 5.25% in 2006 and remain at that level
thereafter.

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

     The net periodic benefit (credit) cost related to the Company's qualified
and nonqualified benefit plans includes the following components:




                                                                  Year Ended December 31,
                                                ------------------------------------------------------------
                                                                                   Other Postretirement
                                                        Pension Benefits                  Benefits
                                                ------------------------------   ---------------------------
                                                  2000       1999       1998      2000      1999       1998
                                                --------   --------   --------   -------   -------   -------
                                                                       (in millions)
                                                                                   
Service cost ................................   $  36.8    $  35.7    $  34.6    $  7.8    $  7.5    $  7.1
Interest cost ...............................     134.1      121.2      117.5      31.4      28.7      29.1
Expected return on plan assets ..............    (217.4)    (186.6)    (168.5)    (24.1)    (18.3)    (14.7)
Amortization of transition asset ............     (12.7)     (12.1)     (11.7)       --        --        --
Amortization of prior service cost ..........       4.6        3.9        6.5      (0.2)     (0.2)     (0.3)
Recognized actuarial gain ...................     (10.9)      (8.1)      (2.6)     (8.8)     (8.5)     (7.8)
Other .......................................        --       (3.8)      (1.2)       --        --        --
                                                -------    -------    -------    ------    ------    ------
   Net periodic benefit (credit) cost .......   $ (65.5)   $ (49.8)   $ (25.4)   $  6.1    $  9.2    $ 13.4
                                                =======    =======    =======    ======    ======    ======


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




                                                                              1-Percentage    1-Percentage
                                                                            Point Increase   Point Decrease
                                                                            --------------   --------------
                                                                                     (in millions)

                                                                                       
Effect on total of service and interest costs in 2000 ....................       $ 4.6          $ (2.2)
Effect on postretirement benefit obligations as of December 31, 2000 .....        34.5           (29.9)


                                       107



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 11--Commitments and Contingencies

     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, 2000. It is the
opinion of management, after consultation with counsel, that the ultimate
liability with respect to these claims, if any, will not materially affect the
financial position or results of operations of the Company.

     During 1997, the Company entered into a court-approved settlement relating
to a class action lawsuit involving certain individual life insurance policies
sold from 1979 through 1996. In entering into the settlement, the Company
specifically denied any wrongdoing. The reserve held in connection with the
settlement to provide for relief to class members and for legal and
administrative costs associated with the settlement amounted to $172.8 million
and $496.6 million at December 31, 2000 and 1999, respectively. Costs incurred
related to the settlement were $140.2 million and $230.8 million, in 1999 and
1998, respectively. No such costs were incurred in 2000. The estimated reserve
is based on a number of factors, including the estimated cost per claim and the
estimated costs to administer the claims.

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

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

Note 12--Shareholder's Equity

   (a) Common Stock

     As result of the demutualization, as described in Note 1, the Company was
converted to a stock life insurance company and has one class of capital stock,
common stock ($10,000 par value, 1,000 shares authorized). All of the
outstanding common stock of the Company is owned by JHFS.

                                       108



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 12--Shareholder's Equity (continued)

 (b) Other Comprehensive Income

The components of accumulated other comprehensive income are as follows:



                                                                 Net       Foreign                Accumulated
                                                              Unrealized   Currency   Minimum        Other
                                                                Gains    Translation  Pension    Comprehensive
                                                               (Losses)   Adjustment  Liability     Income
                                                               --------   ----------  --------      ------
                                                                              (in millions)
                                                                                       
Balance at January 1, 1998 .....................                $ 520.3    $  (44.1)   $ (29.5)     $ 446.7
Gross unrealized gains (losses) (net of deferred
   income tax benefit of $56.7 million) ........                 (121.3)         --         --       (121.3)
Less reclassification adjustment for (gains)
   losses, realized in net income (net of tax
   expense of $61.4 million) ...................                 (113.9)         --         --       (113.9)
Participating group annuity contracts (net of
   deferred income tax expense of $31.1
   million) ....................................                   57.7          --         --         57.7
Adjustment to deferred policy acquisition costs
   and present value of future profits (net of
   deferred income tax expense of $15.5
   million) ....................................                   28.9          --         --         28.9
                                                                -------       ------    ------      -------
Net unrealized gains (losses) ..................                 (148.6)         --         --       (148.6)
Foreign currency translation adjustment ........                     --       (6.0)         --         (6.0)
Minimum pension liability (net of deferred
   income tax benefit of $6.2 million) .........                     --          --       (8.8)        (8.8)
                                                                -------    --------    -------      -------
Balance at December 31, 1998 ...................                $ 371.7    $  (50.1)   $ (38.3)     $ 283.3
                                                                =======    ========    =======      =======



                                       109



                             JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 12--Shareholder's Equity (continued)



                                                                      Foreign                 Accumulated
                                                                      Currency     Minimum      Other
                                                     Net Unrealized  Translation   Pension   Comprehensive
                                                     Gains (Losses)  Adjustment   Liability     Income
                                                     --------------  ----------   ---------     ------
                                                                         (in millions)
                                                                                    
Balance at December 31, 1998 ...................        $ 371.7      $ (50.1)     $ (38.3)      $ 283.3
Gross unrealized gains (losses) (net of deferred
  income tax benefit of $275.6 million) ........         (503.9)          --           --        (503.9)
Less reclassification adjustment for (gains)
  losses, realized in net income (net of tax
  expense of $5.4 million) .....................          (10.0)          --           --         (10.0)
Participating group annuity contracts (net of
  deferred income tax expense of $40.1
  million) .....................................           74.6           --           --          74.6
Adjustment to deferred policy acquisition costs
  and present value of future profits (net of
  deferred income tax expense of $71.3
  million) .....................................          132.3           --           --         132.3
                                                        -------      -------      -------       -------
Net unrealized gains (losses) ..................         (307.0)          --           --        (307.0)
Foreign currency translation adjustment ........             --         16.9           --          16.9
Minimum pension liability (net of deferred
  income tax benefit of $12.3 million) .........             --           --        (22.9)        (22.9)
                                                        -------      --------     -------       -------
Balance at December 31, 1999 ...................        $  64.7      $ (33.2)     $ (61.2)      $ (29.7)
                                                        -------      --------     -------       -------
Gross unrealized gains (losses) (net of deferred
  income tax expense of $37.1 million) .........           46.2                                    46.2
Less reclassification adjustment for (gains)
  losses, realized in net income (net of tax
  benefit of $62.0 million) ....................          115.2                                   115.2
Participating group annuity contracts
  (net of deferred income tax benefit
  of $3.6 million) .............................           (6.8)                                   (6.8)
Adjustment to deferred policy acquisition
  costs and present value of future profits
  (net of deferred income tax benefit
  of $17.5 million) ............................          (32.6)                                  (32.6)
                                                        -------                                 -------
Net unrealized gains (losses) ..................          122.0                                   122.0
Foreign currency translation adjustment ........                       (19.1)                     (19.1)
Minimum pension liability (net of deferred
  income tax expense of $4.4 million) ...........                                     8.2           8.2
Minority interest ..............................           (3.9)        (0.6)                      (4.5)
                                                        -------      --------     -------       -------
Balance at December 31, 2000 ...................        $ 182.8      $ (52.9)     $ (53.0)      $  76.9
                                                        =======      ========     =======       =======


                                       110



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 12--Shareholder's Equity (continued)

     Net unrealized investment gains (losses), included in the consolidated
balance sheets as a component of shareholder's equity, are summarized as
follows:



                                                                                     Year Ended
                                                                            -----------------------------
                                                                              2000       1999      1998
                                                                            -------   ---------   -------
                                                                                     (in millions)
Balance, end of year comprises:
   Unrealized investment gains (losses) on:
                                                                                         
     Fixed maturities ...................................................   $ 207.5   $  (191.7)  $ 730.6
     Equity investments .................................................     265.3       144.0     239.0
     Derivatives and other ..............................................    (149.1)      110.8    (111.5)
                                                                            -------   ---------   -------
Total ...................................................................     323.7        63.1     858.1
Amounts of unrealized investment (gains) losses attributable to:
   Participating group annuity contracts ................................     (34.4)      (24.0)   (138.7)
   Deferred policy acquisition cost and present value of future profits .      10.0        60.1    (143.5)
   Deferred federal income taxes ........................................    (112.6)      (34.5)   (204.2)
   Minority interest ....................................................      (3.9)         --        --
                                                                            -------   ---------   -------
Total ...................................................................    (140.9)        1.6    (486.4)
                                                                            -------   ---------   -------
Net unrealized investment gains .........................................   $ 182.8   $    64.7   $ 371.7
                                                                            =======   =========   =======


   Statutory Results

     The Company and its domestic insurance subsidiaries prepare their
statutory-basis financial statements in accordance with accounting practices
prescribed or permitted by the state of domicile. Prescribed statutory
accounting practices include state laws, regulations and administrative rules,
as well as guidance published by the NAIC. Permitted accounting practices
encompass all accounting practices that are not prescribed by the sources noted
above. Since 1988, the Commonwealth of Massachusetts Division of Insurance has
provided the Company with approval to recognize the pension plan prepaid expense
in accordance with the requirements of SFAS No. 87, "Employers' Accounting for
Pensions." The Company furnishes the Commonwealth of Massachusetts Division of
Insurance with an actuarial certification of the prepaid expense computation on
an annual basis.

     In addition, during 2000 and 1999, the Company received permission from the
Commonwealth of Massachusetts Division of Insurance to record its Asset
Valuation Reserve in excess of the prescribed maximum reserve level by $36.7
million and $48.0 million at December 31, 2000 and 1999, respectively. There are
no other material permitted practices.

      Statutory net income and surplus include the accounts of the Company and
its variable life insurance subsidiary, John Hancock Variable Life Insurance
Company, including its wholly-owned subsidiary, Investors Partner Life Insurance
Company, and Investors Guaranty Life Insurance Company.



                                                                               2000        1999      1998
                                                                               ----        ----      ----
                                                                                     (in millions)
                                                                                        
Statutory net income ....................................................  $  617.6    $  573.2  $  627.3
Statutory surplus .......................................................   3,700.5     3,456.7   3,388.7


                                       111



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 12--Shareholder's Equity (continued)

     Massachusetts has enacted laws governing the payment of dividends by
insurers. Under Massachusetts insurance law, no insurer may pay any shareholder
dividends from any source other than statutory unassigned funds without the
prior approval of the Massachusetts Division of Insurance. Massachusetts law
also limits the dividends an insurer may pay in any twelve month period, without
the prior permission of the Massachusetts Division of Insurance, to the greater
of (i) 10% of its statutory policyholders' surplus as of the preceding December
31 or (ii) the individual company's statutory net gain from operations for the
preceding calendar year, if such insurer is a life company.

Note 13--Segment Information

     The Company's reportable segments are strategic business units offering
different products and services. The reportable segments are managed separately,
as they focus on different products, markets or distribution channels.

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

     Retail-Asset Gathering Segment. Offers individual annuities and mutual fund
products and services. Individual annuities consist of fixed deferred annuities,
fixed immediate annuities, single premium immediate annuities, and variable
annuities. Mutual fund products and services primarily consist of open-end
mutual funds, closed-end funds, and 401(k) services. This segment distributes
its products through distribution channels including insurance agents and
brokers affiliated with the Company, securities brokerage firms, financial
planners, and banks.

     Institutional-Guaranteed and Structured Financial Products (G&SFP) Segment.
Offers a variety of retirement products to qualified defined benefit plans,
defined contribution plans and non-qualified buyers. The Company's products
include guaranteed investment contracts, funding agreements, single premium
annuities, and general account participating annuities and fund type products.
These contracts provide non-guaranteed, partially guaranteed, and fully
guaranteed investment options through general and separate account products. The
segment distributes its products through a combination of dedicated regional
representatives, pension consultants and investment professionals.

     Institutional-Investment Management Segment. Offers a wide range of
investment management products and services to institutional investors covering
a variety of private and publicly traded asset classes including fixed income,
equity, mortgage loans, and real estate. This segment distributes its products
through a combination of dedicated sales and marketing professionals,
independent marketing specialists, and investment professionals.

      Corporate and Other Segment. Primarily consists of the Company's
international insurance operations, certain corporate operations, and businesses
that are either disposed or in run-off. Corporate operations primarily include
certain financing activities, income on capital not specifically allocated to
the reporting segments and certain non-recurring expenses not allocated to the
segments. The disposed businesses primarily consist of group health insurance
and related group life insurance, property and casualty insurance and selected
broker/dealer operations.

                                       112



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 13--Segment Information (continued)

     The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. Allocations of net investment
income are based on the amount of assets allocated to each segment. Other costs
and operating expenses are allocated to each segment based on a review of the
nature of such costs, cost allocations utilizing time studies, and other
relevant allocation methodologies.

     Management of the Company evaluates performance based on segment after-tax
operating income, which excludes the effect of net realized investment gains or
losses and unusual or non-recurring events and transactions. Segment after-tax
operating income is determined by adjusting GAAP net income for net realized
investment gains and losses, including gains and losses on disposals of
businesses and certain other items which management believes are not indicative
of overall operating trends. While these items may be significant components in
understanding and assessing the Company's financial performance, management
believes that the presentation of after-tax operating income enhances its
understanding of the Company's results of operations by highlighting net income
attributable to the normal, recurring operations of the business.

     Amounts reported as segment adjustments in the tables below primarily
relate to: (i) certain realized investment gains (losses), net of related
amortization adjustment for deferred policy acquisition costs and amounts
credited to participating pension contractholder accounts (the adjustment for
realized investment gains (losses) excludes gains and losses from mortgage
securitizations and investments backing short-term funding agreements because
management views the related gains and losses as an integral part of the core
business of those operations); (ii) benefits to policyholders and expenses
incurred relating to the settlement of a class action lawsuit against the
Company involving certain individual life insurance policies sold from 1979
through 1996; (iii) restructuring costs related to our distribution systems,
retail operations and mutual fund operations; (iv) the surplus tax on mutual
life insurance companies which as a stock company is no longer applicable to the
Company; (v) a fourth quarter 1999 charge for uncollectible reinsurance related
to certain assumed reinsurance business; (vi) a fourth quarter 1999 charge for a
group pension dividend resulting from demutualization related asset transfers
and the formation of a corporate account; (vii) a charge for certain one time
costs associated with the demutualization process; and (viii) cumulative effect
of accounting change.

                                       113



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 13--Segment Information (continued)

     The following table summarizes selected financial information by segment
for the year ended or as of December 31 and reconciles segment revenues and
segment after-tax operating income to amounts reported in the consolidated
statements of income (in millions):



                                                                      Retail                  Institutional  Corporate
                                                          Retail       Asset    Institutional  Investment      and
2000                                                    Protection   Gathering      G&SFP      Management     Other     Consolidated
- ----                                                    ----------  ----------- ------------- ------------- ----------  ------------
                                                                                                      
Revenues:
  Segment revenues ...................................  $  1,529.7  $   1,195.9   $  2,409.4  $     212.0   $  1,707.6  $   7,054.6
  Realized investment gains (losses), net ............       (18.2)        15.4        (64.7)         7.1        152.8         92.4
                                                        ----------  -----------   ----------  -----------   ----------  -----------
  Revenues ...........................................  $  1,511.5  $   1,211.3   $  2,344.7  $     219.1   $  1,860.4  $   7,147.0
                                                        ==========  ===========   ==========  ===========   ==========  ===========
  Net investment income ..............................  $    604.7  $     445.8   $  1,741.9  $      22.7   $    435.9  $   3,251.0
Net Income:
  Segment after-tax operating income .................       252.2        128.8        211.6         46.8        104.0        743.4
  Realized investment gains (losses), net ............       (11.5)        18.6        (40.5)         4.4         93.5         64.5
  Restructuring charges ..............................        (6.7)        (1.4)        (2.6)          --         (1.3)       (12.0)
  Surplus tax ........................................        20.8          0.6          6.5           --         18.1         46.0
  Demutualization expenses ...........................         1.6          0.4          0.4           --          0.1          2.5
  Other demutualization related costs ................        (6.8)        (1.3)        (1.7)          --         (0.2)       (10.0)
  Group pension dividend transfer ....................          --           --          5.7           --           --          5.7
                                                        ----------  -----------   ----------  -----------   ----------  -----------
  Net income .........................................  $    249.6  $     145.7   $    179.4  $      51.2   $    214.2  $     840.1
                                                        ==========  ===========   ==========  ===========   ==========  ===========
Supplemental Information:
  Inter-segment revenues .............................          --           --           --  $      39.1   $    (39.1)          --
  Equity in net income of investees accounted
   for by the equity method ..........................  $      7.5  $       3.5   $     11.2         16.8        104.8  $     143.8
  Amortization of deferred policy acquisition costs ..        55.6         78.8          2.6           --         46.8        183.8
  Interest expense ...................................         1.1          3.5           --         12.1         46.7         63.4
  Income tax expense .................................        88.6         57.9         78.3         35.2         84.4        344.4
  Segment assets .....................................    27,049.9     14,067.2     31,161.1      3,124.5     12,378.1     87,780.8
Net Realized Investment Gains Data:
  Net realized investment (losses) gains .............       (34.3)        18.8        (57.8)        10.3        152.9         89.9
  Add capitalization/less amortization of deferred
   policy acquisition costs related to net realized
   investment gains (losses) .........................         4.4         (3.5)          --           --           --          0.9
    Less amounts credited to participating pension
     contractholder accounts .........................          --           --         (6.9)          --           --         (6.9)
                                                        ----------  -----------   ----------  -----------   ----------  -----------
  Net realized investment (losses) gains, net of
   related amortization of deferred policy
   acquisition costs and amounts credited to
   participating pension contractholders--per
   consolidated financial statements .................       (29.9)        15.3        (64.7)        10.3        152.9         83.9
  Less realized investment (losses) gains
   attributable to mortgage securitizations ..........          --           --           --          3.2                       3.2
  Net realized investment gains in the closed block ..        11.7           --           --           --           --         11.7
                                                        ----------  -----------   ----------  -----------   ----------  -----------
  Realized investment (losses) gains, net-pre-tax
   adjustment made to calculate segment operating
   income ............................................       (18.2)        15.3        (64.7)         7.1        152.9         92.4
  Less income tax effect .............................         6.7          3.3         24.2         (2.7)       (59.4)       (27.9)
                                                        ----------  -----------   ----------  -----------   ----------  -----------
  Realized investment (losses) gains, net-after-tax
   adjustment made to calculate segment operating
   income ............................................  $    (11.5) $      18.6   $    (40.5) $       4.4   $     93.5  $      64.5
                                                        ==========  ===========   ==========  ===========   ==========  ===========


                                       114



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 13--Segment Information (continued)



                                                               Retail                    Institutional
                                                   Retail       Asset    Institutional    Investment      Corporate
1999                                             Protection   Gathering      G&SFP        Management      and Other    Consolidated
- ----                                             ----------  ----------  -------------   -------------    ---------    ------------
Revenues:
                                                                                                       
   Segment revenues ...........................   $ 2,756.9  $  1,057.3     $ 2,021.8       $  189.9       $1,310.5      $ 7,336.4
   Realized investment gains (losses), net ....       173.6       (11.0)         93.3            3.1          (56.1)         202.9
                                                  ---------  ----------     ---------       --------       --------      ---------
   Revenues ...................................   $ 2,930.5  $  1,046.3     $ 2,115.1       $  193.0       $1,254.4      $ 7,539.3
                                                  =========  ==========     =========       ========       ========      =========
   Net investment income ......................   $ 1,101.9  $    388.6     $ 1,681.3       $   45.9       $  350.8      $ 3,568.5
Net Income:
   Segment after-tax operating income .........       188.7       115.1         201.7           37.3           67.8          610.6
   Realized investment gains (losses), net ....       108.6        (6.9)         58.4            2.0          (42.1)         120.0
   Class action lawsuit .......................          --          --            --             --          (91.1)         (91.1)
   Restructuring charges ......................        (8.6)       (7.3)         (0.6)            --           (0.5)         (17.0)
   Surplus tax ................................       (12.5)       (1.0)         (6.5)            --           (2.2)         (22.2)
   Workers' compensation reinsurance
     reserves .................................          --          --            --             --         (133.7)        (133.7)
   Group pension dividend transfer ............          --          --        (205.8)            --             --         (205.8)
   Demutualization expenses ...................       (61.3)      (13.0)        (16.1)            --           (3.2)         (93.6)
   Other demutualization related costs ........        (4.6)       (0.9)         (1.1)            --           (0.2)          (6.8)
   Cumulative effect of accounting change .....          --        (9.6)           --           (0.1)            --           (9.7)
                                                  ---------  ----------     ---------       --------       --------      ---------
   Net income .................................   $   210.3  $     76.4     $    30.0       $   39.2       $ (205.2)     $   150.7
                                                  =========  ==========     =========       ========       ========      =========

Supplemental Information:
   Inter-segment revenues .....................          --          --            --       $   43.6       $  (43.6)            --
   Equity in net income of investees accounted
     for by the equity method .................    $   46.2  $     (0.3)    $    14.3            3.5            1.4      $    65.1
   Amortization of deferred policy acquisition
     costs ....................................        69.2        53.5           3.1             --           38.4          164.2
   Interest expense ...........................         0.7         6.2            --            5.3           57.9           70.1
   Income tax expense (credit) ................       138.9        51.9          (7.5)          26.5         (111.9)          97.9
   Segment assets .............................    25,372.1    14,297.2      30,370.5        3,531.4       11,017.2       84,588.4
Net Realized Investment Gains Data:
   Net realized investment gains (losses) .....       228.4       (16.1)         97.4            6.6          (55.3)         261.0
   Less amortization of deferred policy
     acquisition costs related to net realized
     investment(losses) gains .................       (54.8)        5.1            --             --           (0.8)         (50.5)
   Less amounts credited to participating
     pension contractholder accounts ..........          --          --         (35.3)            --             --          (35.3)
                                                  ---------  ----------     ---------       --------       --------      ---------
   Net realized investment gains (losses), net
     of related amortization of deferred policy
     acquisition costs and amounts credited to
     participating pension contractholders--per
     consolidated financial statements ........       173.6       (11.0)         62.1            6.6          (56.1)         175.2
   Less realized investment (losses) gains
     attributable to mortgage securitizations
     and investments backing short-term funding
     agreements ...............................          --          --         (31.2)           3.5             --          (27.7)
   Less gain on sale of business ..............          --          --            --             --          (33.0)         (33.0)
                                                  ---------  ----------     ---------       --------       --------      ---------
   Realized investment gains (losses),
     net-pre-tax adjustment made to calculate
     segment operating income .................       173.6       (11.0)         93.3            3.1          (89.1)         169.9
   Less income tax effect .....................       (65.0)        4.1         (34.9)          (1.1)          47.0          (49.9)
                                                  ---------  ----------     ---------       --------       --------      ---------
   Realized investment gains (losses),
     net-after-tax adjustment made to calculate
     segment operating income .................   $   108.6  $     (6.9)    $    58.4       $    2.0       $  (42.1)     $   120.0
                                                  =========  ==========     =========       ========       ========      =========


                                       115



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 13--Segment Information (continued)



                                                             Retail               Institution  Corporated
                                                  Retail      Asset   Institution  Investment     and
1998                                            Protection  Gathering    G&SFP     Management    Other     Consolidate
- ----                                            ----------  ---------    -----     ----------    -----     -----------
Revenues:
                                                                                           
   Segment revenues ..........................  $  2,667.6  $ 1,015.3  $ 1,731.2      $ 143.9   $1,103.9     $ 6,661.9
   Realized investment gains, net ............        75.3       18.3       30.7          0.2       23.7         148.2
                                                   -------    -------    -------       ------    -------       -------
   Revenues ..................................  $  2,742.9  $ 1,033.6  $ 1,761.9      $ 144.1   $1,127.6     $ 6,810.1
                                                ==========  =========  =========      =======   ========     =========
   Net investment income .....................  $  1,061.2    $ 378.0  $ 1,576.3       $ 24.1    $ 288.4     $ 3,328.0
Net Income:
   Segment after-tax operating income ........     $ 166.1    $ 111.1    $ 145.7       $ 15.4     $ 56.3       $ 494.6
   Realized investment gains, net ............        49.0       12.0       17.2          0.1       15.4          93.7
   Class action lawsuit ......................          --         --         --           --     (150.0)       (150.0)
   Surplus tax ...............................        11.7        0.3        2.0           --        1.5          15.5
   Demutualization expenses ..................        (7.9)      (1.8)      (1.5)          --       (0.5)        (11.7)
                                                   -------    -------    -------     --------     ------       -------
   Net income ................................     $ 218.9    $ 121.6    $ 163.4       $ 15.5    $ (77.3)      $ 442.1
                                                   =======    =======    =======       ======    =======       =======
Supplemental Information:
   Inter-segment revenues ....................          --         --         --       $ 34.3    $ (34.3)           --
   Equity in net income of investees accounted
     for by the equity method ................      $ 54.9         --     $ 12.7          0.9        1.5        $ 70.0
   Amortization of deferred policy acquisition
     costs ...................................       153.9     $ 46.8        3.7           --       45.3         249.7
   Interest expense ..........................         0.3        8.5         --          7.0       60.9          76.7
   Income tax expense (credit) ...............        82.1       61.5       67.9         10.7      (48.1)        174.1
   Segment assets ............................    25,684.2   12,715.7   29,315.2      3,439.6    5,792.5      76,947.2
Net Realized Investment Gains Data:
   Net realized investment gains (losses) ....       112.9       21.9       72.1         (4.2)      23.7         226.4
   Less amortization of deferred policy
     acquisition costs related to net realized
     investment(losses)gains .................       (37.6)      (3.6)        --           --         --         (41.2)
   Less amounts credited to participating
     pension contractholder accounts .........          --         --     (79.1)           --         --         (79.1)
                                                   -------    -------    -------     --------     ------       -------
   Net realized investment gains (losses), net
     of related amortization of deferred policy
     acquisition costs and amounts credited to
     participating pension contractholders--per
     consolidated financial statements .......        75.3       18.3       (7.0)        (4.2)      23.7         106.1
   Less realized investment (losses) gains
     attributable to mortgage securitizations
     and investments backing short-term funding
     agreements ...............................         --         --      (37.7)        (4.4)        --         (42.1)
   Realized investment gains, net-pre-tax
     adjustment made to calculate segment
     operating income .........................       75.3       18.3       30.7          0.2       23.7         148.2
   Less income tax effect .....................      (26.3)      (6.3)     (13.5)        (0.1)      (8.3)        (54.5)
                                                    ------      -----     ------        -----      -----        ------
   Realized investment gains, net-after-tax
     adjustment made to calculate segment
     operating income .........................     $ 49.0     $ 12.0     $ 17.2        $ 0.1     $ 15.4        $ 93.7
                                                    ======     ======     ======        =====     ======        ======


                                       116



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 13--Segment Information (continued)

     The Company operates primarily in the United States, Canada and the Pacific
Rim (China, Indonesia, Malaysia, the Philippines, Singapore, and Thailand). The
following table summarizes selected financial information by geographic location
for the year ended or at December 31:

                                                              Income Before
                                                          Income Taxes, Minority
                                                         Interest and Cumulative
                                   Long-Lived                   Effect of
Location                Revenues     Assets       Assets    Accounting Change
- --------                --------   ----------   ---------   -----------------
                                              (in millions)
2000
United States ......... $5,823.7       $424.8   $77,978.9        $1,130.7
Canada ................  1,078.6         30.4     9,357.8            58.5
Foreign--other ........    244.7          3.4       444.1             5.9
                        --------       ------   ---------        --------
   Total .............. $7,147.0       $458.6   $87,780.8        $1,195.1
                        ========       ======   =========        ========
1999
United States ......... $6,560.7       $440.0   $75,777.6        $  211.7
Canada ................    741.9         28.8     8,461.7            41.8
Foreign--other ........    236.7          2.2       349.1             6.4
                        --------       ------   ---------        --------
   Total .............. $7,539.3       $471.0   $84,588.4        $  259.9
                        ========       ======   =========        ========
1998
United States ......... $6,069.5       $442.5   $71,725.1        $  585.1
Canada ................    512.0         24.9     4,941.6            30.2
Foreign--other ........    228.6          2.1       280.5             2.0
                        --------       ------   ---------        --------
   Total .............. $6,810.1       $469.5   $76,947.2        $  617.3
                        ========       ======   =========        ========

     The Company has no reportable major customers and revenues are attributed
to countries based on the location of customers.

Note 14--Fair Value of Financial Instruments

     The following discussion outlines the methodologies and assumptions used to
determine the fair value of the Company's financial instruments. The aggregate
fair value amounts presented herein do not represent the underlying value of the
Company and, accordingly, care should be exercised in drawing conclusions about
the Company's business or financial condition based on the fair value
information presented herein.

     The following methods and assumptions were used by the Company to determine
the fair values of financial instruments:

     Fair values for publicly traded fixed maturities (including redeemable
     preferred stocks) are obtained from an independent pricing service. Fair
     values for private placement securities and fixed maturities not provided
     by the independent pricing service are estimated by the Company by
     discounting expected future cash flows using a current market rate
     applicable to the yield, credit quality and maturity of the investments.
     The fair value for equity securities is based on quoted market prices.

                                       117



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 14--Fair Value of Financial Instruments (continued)

     The fair value for mortgage loans on real estate is estimated using
     discounted cash flow analyses using interest rates adjusted to reflect the
     credit characteristics of the loans. Mortgage loans with similar
     characteristics and credit risks are aggregated into qualitative categories
     for purposes of the fair value calculations. Fair values for impaired
     mortgage loans are measured based either on the present value of expected
     future cash flows discounted at the loan's effective interest rate or the
     fair value of the underlying collateral for loans that are collateral
     dependent.

     The carrying amount in the balance sheet for policy loans, short-term
     investments and cash and cash equivalents approximates their respective
     fair values.

     The fair value of the Company's long-term debt is estimated using
     discounted cash flows based on the Company's incremental borrowing rates
     for similar types of borrowing arrangements. Carrying amounts for
     commercial paper and short-term borrowings approximate fair value.

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

     The Company's derivatives include futures contracts, interest rate swap,
     cap and floor agreements, swaptions, currency rate swap agreements and
     equity collar agreements. Fair values for these contracts are based on
     current settlement values. These values are based on quoted market prices
     for the financial futures contracts and brokerage quotes that utilize
     pricing models or formulas using current assumptions for all swaps and
     other agreements.

     The fair value for commitments approximates the amount of the initial
     commitment.

                                       118



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 14--Fair Value of Financial Instruments (continued)

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



                                                                           December 31,
                                                            ---------------------------------------------
                                                                     2000                  1999
                                                            --------------------   ----------------------
                                                            Carrying      Fair     Carrying       Fair
                                                              Value       Value      Value        Value
                                                              -----       -----      -----        -----
                                                                          (in millions)
Assets:
   Fixed maturities:
                                                                                   
        Held-to-maturity ................................. $ 11,888.6  $ 11,651.2  $ 13,790.2  $ 13,438.7
        Available-for-sale ...............................   16,023.5    16,023.5    16,959.2    16,959.2
   Equity securities:
        Available-for-sale ...............................    1,094.9     1,094.9     1,230.2     1,230.2
        Trading securities ...............................      231.6       231.6        84.1        84.1
   Mortgage loans on real estate .........................    8,968.9     9,350.6    10,733.0    10,681.8
   Policy loans ..........................................      428.6       428.6     1,938.8     1,938.8
   Short-term investments ................................      151.9       151.9       166.9       166.9
   Cash and cash equivalents .............................    2,841.2     2,841.2     1,797.7     1,797.7
Liabilities:
   Debt ..................................................      779.3       771.5       990.7       962.8
   Guaranteed investment contracts and
     funding agreements ..................................   14,333.9    13,953.8    13,109.3    12,709.1
   Fixed rate deferred and immediate annuities ...........    5,195.2     5,101.3     4,801.1     4,656.9
   Supplementary contracts Without life contingencies ....       60.0        63.1        56.6        55.7

Derivatives assets/(liabilities) relating to:
   Futures contracts, net ................................      (16.2)      (16.2)       31.3        31.3
   Interest rate swap agreements .........................     (178.2)     (176.1)       82.9       (18.3)
   Interest rate swap CMT ................................         --       (5.2)          --          --
   Interest rate cap agreements ..........................        2.2         2.2         5.8         5.8
   Interest rate floor agreements ........................       59.0        59.0         0.1         0.1
   Interest rate swaption agreements .....................       (1.3)       (1.3)       (3.6)       (3.6)
   Currency rate swap agreements .........................       11.4      (461.6)        9.1       (48.3)
   Equity collar agreements ..............................       11.7        11.7        53.0        53.0

Commitments ..............................................         --    (1,843.9)          --   (1,273.5)


                                       119



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 15--Stock Compensation Plans

     On January 5, 2000, the Company, as sole shareholder of JHFS, approved and
adopted the 1999 Long-Term Stock Incentive Plan (the Incentive Plan), which
originally had been approved by the Board of Directors of the Company on August
31, 1999. Under the Incentive Plan, which became effective on February 1, 2000,
the effective date of the Plan of Reorganization of the Company, options of JHFS
common stock granted may be either non-qualified options or incentive stock
options qualifying under Section 422 of the Internal Revenue Code. The Incentive
Plan objectives include attracting and retaining the best personnel, providing
for additional performance incentives, and promoting the success of the Company
by providing employees the opportunity to acquire JHFS's common stock.

     The maximum number of shares of JHFS common stock available under the
Incentive Plan is 5% of the total number of shares of common stock that were
outstanding following the IPO. In addition, no more than 4% of these shares
shall be available for awards of incentive stock options under the Incentive
Plan, and no more than 1% of these shares shall be available for stock awards,
which includes non-vested stock. The aggregate number of shares that may be
covered by awards for any one participant over the period that the Incentive
Plan is in effect shall not exceed 1% of these shares. Subject to these overall
limits, there is no annual limit on the number of stock options or stock awards
that may be granted in any one year.

     The Incentive Plan has options exercisable at March 13, 2001 and 2002, June
12, 2001 and 2002, and August 14, 2001 and 2002. JHFS has granted 4.6 million
options to employees of the Company as of December 31, 2000. Options outstanding
under the Incentive Plan were granted at a price equal to the market value of
the stock on the date of grant, vest over a two-year period, and expire five
years after the grant date.

     The status of JHFS stock options granted to employees of the Company under
the Long-Term Stock Incentive Plan is summarized below as of December 31:

                                          Number of shares    Weighted-average
                                           (in thousands)      exercise price
                                          ----------------    ----------------
Outstanding at February 1, 2000 .........          --              $   --
   Granted ..............................     4,618.4               14.06
   Exercised ............................         0.2               13.94
   Canceled .............................       311.6               13.94
                                              -------               -----
Outstanding at December 31, 2000 ........     4,306.6               14.07

Options exercisable at:
   March 13, 2001 .......................     2,125.3               13.94
   June 12, 2001 ........................         6.3               23.37
   August 14, 2001 ......................        21.7               23.75
   March 13, 2002 .......................     2,125.3               13.94
   June 12, 2002 ........................         6.3               23.37
   August 14, 2002 ......................        21.7               23.75

     The Company accounts for stock-based compensation using the intrinsic value
method prescribed by APB Opinion No. 25, under which no compensation cost for
stock options is recognized for stock option awards granted at or above fair
market value. Had compensation expense for the Company's stock-based
compensation plan been determined based upon fair values at the grant dates for
awards under the plan in accordance with SFAS No. 123, the Company's net
earnings would have been reduced to the pro forma amounts indicated below.
Additional stock option awards are anticipated in future years.

                                       120



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 15--Stock Compensation Plans (continued)

     The Black-Scholes option valuation model was developed for use in
estimating fair value of traded options, which have no vesting restrictions and
are fully transferable. In addition, option valuation models require input of
highly subjective assumptions including the expected stock price volatility.
Because the JHFS stock options granted to employees of the Company have
characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect the
fair value estimate, in management's opinion, the existing models do not
necessarily provide a reliable single measure of the fair value of the stock
options.

     The estimated weighted-average grant date fair value per share of stock
options granted during 2000 using the Black-Scholes option valuation model was
$3.66. The fair value of options granted in 2000 is estimated on the date of
grant using the following assumptions: dividend yield of 1.8%, expected
volatility of 24%, risk-free interest rate range of 4.8% to 5.6% depending on
grant date, and an expected life ranging from 2 to 5 years.

     For the purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows:

                                         For the Period
                                            February             Year Ended
                                             through         December 31, 2000
                                        December 31, 2000  Pro Forma (unaudited)
                                        -----------------  ---------------------
                                                (in millions)
Net income:
   As reported ........................      $796.1                $840.1
   Pro forma (unaudited) ..............       792.4                 835.8

     At December 31, 2000, JHFS had 4.3 million stock options outstanding to
employees of the Company with a weighted-average remaining contractual life of
4.2 years and a weighted-average exercise price of $14.07. As of December 31,
2000, there were 21,707 options exercisable, which represent grants to employees
of the Company who subsequently retired. Employees of the Company who retire
with outstanding options immediately vest and have a maximum of one year to
exercise.

     On March 13, 2000, JHFS granted 291,028 shares of non-vested stock to key
personnel of the Company at a weighted-average grant price per share of $14.34.
These grants of non-vested stock are forfeitable and vest at three or five years
of service with the Company. The total grant-date exercise price of the
non-vested stock granted from February 1, 2000 through December 31, 2000 is $4.2
million. During the third and fourth quarters of 2000, 50,837 shares of
non-vested stock were forfeited with a total grant date exercise price of $0.7
million.

                                       121



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 16--Subsequent Events

     On February 8, 2001, the Company signed letters of intent to reinsure 50%
of the business in the Closed Block, effective January 1, 2001. The effect of
the reinsurance will be to lower the Company's statutory risk based capital
requirements and to raise its statutory risk based capital ratio. This will
provide greater statutory capital flexibility for the Company. There will be no
effect on policyholder dividends, nor will the immediate effect on earnings be
material, as the reinsurance treaties will not meet the requirements of SFAS No.
113, "Accounting and Reporting for Reinsurance of Short-Duration and Long
Duration Contracts." Final treaties with two reinsurers are expected to be
signed by the end of the first quarter of 2001. The reinsurance agreements
result in making several hundred million dollars in statutory capital available
for further business development or other purposes.

     In March 2001, the Company announced the sale of the retirement plan
record-keeping business operated out of the mutual fund subsidiary of the
Company, John Hancock Funds. It is estimated that an after-tax charge of
approximately $9 million will be recorded in the first quarter of 2001 and that
the Company will initially sever 31 employees with additional severances
planned. The Company will continue to manage the assets of the business, the
purchaser will assume the record-keeping and support responsibilities.

                                       122



                      JOHN HANCOCK LIFE INSURANCE COMPANY

                      SCHEDULE I--SUMMARY OF INVESTMENTS--
                   OTHER THAN INVESTMENTS IN RELATED PARTIES
                             excluding Closed Block
                            As of December 31, 2000
                                 (in millions)



                                                                                            Amount at Which
                                                                                             Shown in the
                                                                                             Consolidated
                            Type of Investment                          Cost (2)    Value    Balance Sheet
                            ------------------                          --------    -----    -------------

Fixed maturity securities, available-for-sale:
Bonds:
                                                                                          
United States government and government agencies and authorities .......   243.2    247.9          247.9
States, municipalities and political subdivisions ......................   126.6    126.7          126.7
Foreign governments .................................................... 1,386.4  1,453.8        1,453.8
Public utilities ......................................................  1,051.4  1,085.0        1,085.0
Convertibles and bonds with warrants attached .........................    250.9    258.4          258.4
All other corporate bonds ............................................. 12,123.4 12,263.9       12,264.0
Certificates of deposits ..............................................      0.0      0.0            0.0
Redeemable preferred stock ............................................    608.4    587.8          587.8
                                                                           -----    -----          -----
Total fixed maturity securities, available-for-sale ................... 15,790.3 16,023.5       16,023.6
                                                                        -------- --------       --------
Equity securities, available-for-sale:
Common stocks:
Public utilities ......................................................      4.7      5.5            5.5
Banks, trust and insurance companies ..................................      1.9      2.8            2.8
Industrial, miscellaneous and all other ...............................    703.1    968.9          968.9
Non-redeemable preferred stock ........................................    120.9    117.7          117.7
                                                                           -----    -----          -----
Total equity securities, available-for-sale ...........................    830.6  1,094.9        1,094.9
                                                                           -----  -------        -------
Fixed maturity securities, held-to-maturity:
Bonds:
United States government and government agencies and authorities ......     32.5     33.2           32.5
States, municipalities and political subdivisions .....................    717.4    701.3          717.4
Foreign governments ...................................................      5.6     10.2            5.6
Public utilities ......................................................    973.2    901.3          973.2
Convertibles and bonds with warrants attached .........................    174.2    149.0          174.2
All other corporate bonds .............................................  9,985.7  9,856.2        9,985.7
Certificates of deposits ..............................................      0.0      0.0            0.0
Redeemable preferred stock ............................................      0.0      0.0            0.0
                                                                             ---      ---            ---
Total fixed maturity securities, held-to-maturity ..................... 11,888.6 11,651.2       11,888.6
                                                                        -------- --------       --------


                                       123



                       JOHN HANCOCK LIFE INSURANCE COMPANY

                      SCHEDULE I--SUMMARY OF INVESTMENTS--
             OTHER THAN INVESTMENTS IN RELATED PARTIES--(CONTINUED)
                             excluding Closed Block
                            As of December 31, 2000
                                 (in millions)



                                                                              Amount at Which
                                                                               Shown in the
                                                                                Consolidated
                    Type of Investment                  Cost (2)     Value     Balance Sheet
                    ------------------                  --------   --------   ---------------
Equity securities, trading:
Common stocks:
                                                                                 
Public utilities ......................................      7.1        8.6               8.6
Banks, trust and insurance companies ..................     14.9       24.6              24.6
Industrial, miscellaneous and all other ...............    171.4      198.4             198.4
Non-redeemable preferred stock ........................      0.0        0.0               0.0
Total equity securities, trading ......................    193.4      231.6             231.6
                                                        --------   --------          --------
Mortgage loans on real estate, net (1) ................  9,038.9       XXXX           8,968.9
Real estate, net:
Investment properties (1) .............................    386.8       XXXX             373.6
Acquired in satisfaction of debt (1) ..................    175.7       XXXX             145.4
Policy loans ..........................................    428.6       XXXX             428.6
Other long-term investments (2) .......................  1,353.0       XXXX           1,353.0
Short-term investments ................................    151.9       XXXX             151.9
                                                        --------   --------          --------
  Total investments ................................... 40,237.8   29,001.3          40,660.0
                                                        ========   ========          ========


(1)  Difference from Column B is primarily due to valuation allowances due to
     impairments on mortgage loans on real estate and due to accumulated
     depreciation and valuation allowances due to impairments on real estate.
     See note 3 to the consolidated financial statements.
(2)  Difference from Column B is primarily due to operating gains (losses) of
     investments in limited partnerships.

                                       124



                       JOHN HANCOCK LIFE INSURANCE COMPANY

               SCHEDULE III-- SUPPLEMENTARY INSURANCE INFORMATION

  As of December 31, 2000, 1999 and 1998 and for each of the years then ended
                                 (in millions)



                                                 Future Policy                      Other
                                    Deferred       Benefits,                        Policy
                                     Policy      Losses, Claims                   Claims and
                                  Acquisition       and Loss        Unearned       Benefits      Premium
              Segment                 Costs         Expenses       Premiums(1)   Payable (1)     Revenue
              -------                 -----         --------       -----------   -----------     -------


2000:
                                                                                   
Protection ......................  $ 1,466.8         $ 4,814.4        $ 262.6        $ 33.5       $ 430.6
Asset Gathering .................      558.2           5,619.9             --         (4.5)          63.4
Guaranteed & Structured
Financial Products ..............        8.5          21,944.2           60.4           0.7         620.3
Investment Management ...........         --                --             --            --            --
Corporate & Other ...............      355.0           6,471.6          348.3         224.0       1,076.1
                                       -----           -------          -----         -----       -------
   Total ........................  $ 2,388.5        $ 38,850.1        $ 671.3       $ 253.7      $2,190.4

1999:
Protection ......................  $ 2,291.6        $ 15,035.0        $ 217.4       $ 112.1      $1,291.0
Asset Gathering .................      521.5           5,166.8             --           0.2          17.2
Guaranteed & Structured
Financial Products ..............        8.4          20,310.4           56.1           0.5         298.2
Investment Management ...........         --                --             --            --            --
Corporate & Other ...............      321.2           6,629.1          216.7         246.1         804.9
                                       -----           -------          -----         -----         -----
   Total ........................  $ 3,142.7        $ 47,141.3        $ 490.2       $ 358.9      $2,411.3

1998:
Protection ......................  $ 2,017.6        $ 14,093.6        $ 219.5        $ 85.5      $1,262.5
Asset Gathering .................      425.2           4,850.0             --           0.2          19.8
Guaranteed & Structured
Financial Products ..............        8.7          19,366.4           48.4           0.3         121.4
Investment Management ...........         --                --             --            --            --
Corporate & Other ...............      251.0           3,865.0          105.9         800.3         705.3
                                       -----           -------          -----         -----         -----
   Total ........................  $ 2,702.5        $ 42,175.0        $ 373.8       $ 886.3      $2,109.0


                                       125



                       JOHN HANCOCK LIFE INSURANCE COMPANY

         SCHEDULE III--SUPPLEMENTARY INSURANCE INFORMATION--(CONTINUED)

  As of December 31, 2000, 1999 and 1998 and for each of the years then ended
                                 (in millions)



                                                                      Amortization of
                                                     Benefits,        Deferred Policy
                                                   Claims, Losses,   Acquisition Costs,
                                        Net             and          Excluding Amounts        Other
                                    Investment       Settlement      Related to Realized     Operating
              Segment                 Income         Expenses         Investment Gains        Expenses
              -------               ----------     --------------    -------------------     ---------
2000:
                                                                                  
Protection .......................  $   604.8        $   633.5            $  55.5            $   395.8
Asset Gathering ..................      445.8            371.3               78.8                557.4
Guaranteed & Structured ..........
Financial Products ...............    1,741.9          1,963.5                2.6                 77.5
Investment Management ............       22.7               --                 --                132.7
Corporate & Other ................      435.8          1,124.2               46.9                344.3
                                    ---------        ---------            -------            ---------
  Total ..........................  $ 3,251.0        $ 4,092.5            $ 183.8            $ 1,507.7

1999:
Protection .......................  $ 1,101.9        $ 1,595.0            $  69.2            $   401.2
Asset Gathering ..................      388.6            299.3               53.5                542.1
Guaranteed & Structured ..........
Financial Products ...............    1,681.3          1,959.9                3.1                 88.1
Investment Management ............       45.9               --                 --                127.2
Corporate & Other ................      350.8          1,278.8               38.4                225.8
                                    ---------        ---------            -------            ---------
  Total ..........................  $ 3,568.5        $ 5,133.0            $ 164.2            $ 1,384.4

1998:
Protection .......................  $ 1,061.2        $ 1,424.4            $ 165.4            $   418.3
Asset Gathering ..................      378.0            296.3               46.8                504.9
Guaranteed & Structured ..........
Financial Products ...............    1,576.3          1,411.5                3.7                 92.6
Investment Management ............       24.1               --                 --                117.8
Corporate & Other ................      288.4            950.4               45.3                224.2
                                    ---------        ---------            -------            ---------
  Total ..........................  $ 3,328.0        $ 4,082.6            $ 261.2            $ 1,357.8


(1) Unearned premiums and other policy claims and benefits payable are
    included in Column C amounts.
(2) Allocations of net investment income and certain operating expenses are
    based on a number of assumptions and estimates, and reporting operating
    results would change by segment if different methods were applied.

                                       126



                       JOHN HANCOCK LIFE INSURANCE COMPANY

                            SCHEDULE IV--REINSURANCE

  As of December 31, 2000, 1999 and 1998 and for each of the years then ended:
                                 (in millions)



                                                                                             Percentage
                                                       Ceded to      Assumed                  of Amount
                                            Gross       Other       from Other       Net       Assumed
                                           Amount     Companies     Companies      Amount      to Net
                                        -----------   ----------    ----------   -----------  ---------
2000
                                                                                    
Life insurance in force ..............  $ 346,720.6   $ 91,827.1    $ 27,489.1   $ 282,382.6       9.7%
                                        -----------   ----------    ----------   -----------   --------
Premiums:
Life insurance .......................  $   1,818.8   $    370.6    $     23.9   $   1,472.1       1.6%
Accident and health insurance ........      1,338.6      1,061.5         441.2         718.3      61.4%
P&C ..................................           --           --            --            --       0.0%
                                        -----------   ----------    ----------   -----------   --------
   Total .............................  $   3,157.4   $  1,432.1    $    465.1   $   2,190.4      21.2%
                                        ===========   ==========    ==========   ===========   ========

1999
Life insurance in force ..............  $ 380,019.3   $ 83,232.3    $ 29,214.6   $ 326,001.6       9.0%
                                        -----------   ----------    ----------   -----------   --------
Premiums:
Life insurance .......................  $   2,292.8   $    468.5    $    139.4   $   1,963.7       7.1%
Accident and health insurance ........      1,142.4        868.2         173.1         447.3      38.7%
P&C ..................................           --           --            --           0.3     100.0%
                                        -----------   ----------    ----------   -----------   --------
   Total .............................  $   3,435.2   $  1,336.7    $    312.8   $  2,411.13      13.0%
                                        ===========   ==========    ==========   ===========   ========

1998
Life insurance in force ..............  $ 324,597.7   $ 88,662.6    $ 29,210.1   $ 265,145.2      11.0%
                                        -----------   ----------    ----------   -----------   --------
Premiums:
Life insurance .......................  $   1,871.9   $    327.6    $    221.0   $   1,765.3      12.5%
Accident and health insurance ........        956.5        743.7         130.9         343.7      38.1%
P&C ..................................          7.1          9.0           1.9                     0.0%
                                        -----------   ----------    ----------   -----------   --------
   Total .............................  $   2,835.5   $  1,080.3    $    353.8   $   2,109.0      16.8%
                                        ===========   ==========    ==========   ===========   ========


Note: The life insurance caption represents principally premiums from
traditional life insurance and life-contingent immediate annuities and excludes
deposits on investment products and universal life insurance products.

                                       127



                         UNAUDITED FINANCIAL STATEMENTS

                                       FOR

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                               THIRD QUARTER 2001


                                       128



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                       STATEMENT OF ASSETS AND LIABILITIES

                               September 30, 2001
                                   (unaudited)



                                                                              International
                                                      Large Cap      Active       Equity    Small Cap
                                                       Growth         Bond        Index       Growth
                                                     Subaccount    Subaccount   Subaccount  Subaccount
                                                     -----------  ------------  ----------  ----------
Assets
                                                                                
Cash ..............................................           --            --          --          --
Investments in shares of portfolios of John
  Hancock Variable Series Trust I, at value .......  $32,238,723  $ 93,295,695  $4,996,880  $3,817,361
Investments in shares of portfolios of Outside
  Trust, at value .................................           --            --          --          --

Policy loans and accrued interest receivable ......    2,800,465    11,735,995     429,004          --
Receivable from:
  John Hancock Variable Series Trust I ............       14,167       434,641       7,746          --
  Outside Trust ...................................           --            --          --          --
                                                     -----------  ------------  ----------  ----------
Total assets ......................................   35,053,355   105,466,331   5,403,360   3,817,361
Liabilities
Payable to:
  John Hancock Variable Life Insurance Company ....           --            --          --          --
  Outside Trust ...................................           --            --          --          --
Asset charges payable .............................          544         1,386          85          59
                                                     -----------  ------------  ----------  ----------
Total liabilities .................................          544         1,386          85          59
                                                     -----------  ------------  ----------  ----------
Net assets ........................................  $35,052,801  $105,464,945  $5,403,275  $3,817,302
                                                     ===========  ============  ==========  ==========




                                                        Global       Mid Cap      Large Cap       Money
                                                       Balanced      Growth         Value         Market
                                                      Subaccount   Subaccount    Subaccount     Subaccount
                                                      ----------   ----------    ----------     ----------

Assets
                                                                                    
Cash ..............................................           --            --            --    $    (1,285)
Investments in shares of portfolios of John
  Hancock Variable Series Trust I, at value .......   $  185,974  $ 12,249,074  $ 18,873,555     20,787,418
Investments in shares of portfolios of Outside
  Trust, at value .................................           --            --            --             --
Policy loans and accrued interest receivable ......           --            --            --      2,281,020
Receivable from:
  John Hancock Variable Series Trust I ............          248            --        18,354          4,922
  Outside Trust ...................................           --            --            --             --
                                                      ----------  ------------  ------------    -----------
Total assets ......................................      186,222    12,249,074    18,891,909     23,072,075
Liabilities
Payable to:
  John Hancock Variable Life Insurance Company ....           --            --            --              3
  Outside Trust ...................................           --            --            --             --
Asset charges payable .............................            3           193           303          1,075
                                                      ----------  ------------  ------------    -----------
Total liabilities .................................            3           193           303          1,078
                                                      ----------  ------------  ------------    -----------
Net assets ........................................   $  186,219  $ 12,248,881  $ 18,891,606    $23,070,997
                                                      ==========  ============  ============    ===========


See accompanying notes.

                                       129



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (continued)

                               September 30, 2001
                                   (unaudited)



                                                                      Large/Mid Cap   Small/Mid Cap   Real Estate     Growth &
                                                                         Value II        Growth          Equity        Income
                                                                        Subaccount      Subaccount     Subaccount    Subaccount
                                                                      -------------   -------------   -----------   ------------
Assets
                                                                                                        
Cash ................................................................            --              --   $         3             --
Investments in shares of portfolios of John Hancock Variable
   Series Trust I, at value ......................................... $     653,339   $   5,113,090     5,339,377   $176,034,919
Investments in shares of portfolios of Outside Trust, at value ......            --              --            --             --
Policy loans and accrued interest receivable ........................            --              --       390,488     32,633,613
Receivable from:
   John Hancock Variable Series Trust I .............................           473              --        44,391         91,628
   Outside Trust ....................................................            --              --            --             --
                                                                      -------------   -------------   -----------   ------------
Total assets ........................................................       653,812       5,113,090     5,774,259    208,760,160
Liabilities
Payable to:
   John Hancock Variable Life Insurance Company .....................            --              --            82             --
   Outside Trust ....................................................            --              --            --             --
Asset charges payable ...............................................             4              81             8          2,550
                                                                      -------------   -------------   -----------   ------------
Total liabilities ...................................................             4              81            90          2,550
                                                                      -------------   -------------   -----------   ------------
Net assets .......................................................... $     653,808   $   5,133,009   $ 5,774,169   $208,757,610
                                                                      =============   =============   ===========   ============




                                                                                       Short-Term      Small Cap   International
                                                                         Managed          Bond          Equity     Opportunities
                                                                        Subaccount     Subaccount     Subaccount    Subaccount
                                                                      -------------   -------------   -----------  -------------
Assets
                                                                                                       
Cash ................................................................ $        (685)             --            --             --
Investments in shares of portfolios of John Hancock Variable
   Series Trust I, at value .........................................    87,488,855   $     576,275   $ 3,546,636  $ 13,696,983
Investments in shares of portfolios of Outside Trust, at value ......            --              --            --             --
Policy loans and accrued interest receivable ........................    14,012,579              --            --             --
Receivable from:
   John Hancock Variable Series Trust I .............................       155,971           2,162            --          1,166
   Outside Trust ....................................................            --              --            --             --
                                                                      -------------   -------------   -----------  -------------
Total assets ........................................................   101,656,720         578,437     3,546,636     13,698,149
Liabilities
Payable to:
   John Hancock Variable Life Insurance Company .....................            --              --            --             --
   Outside Trust ....................................................            --              --            --             --
Asset charges payable ...............................................         1,590               9            54            219
                                                                      -------------   -------------   -----------  -------------
Total liabilities ...................................................         1,590               9            54            219
                                                                      -------------   -------------   -----------  -------------
Net assets .......................................................... $ 101,655,130   $     578,428   $ 3,546,582  $  13,697,930
                                                                      =============   =============   ===========  =============


See accompanying notes.

                                      130



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (continued)

                               September 30, 2001
                                  (unaudited)



                                                                                                      Brandes
                                                              Equity       Global      Turner Core  International
                                                              Index         Bond         Growth        Equity
                                                            Subaccount   Subaccount    Subaccount    Subaccount
                                                            ----------   ----------    -----------   ----------
                                                                                       
Assets
Cash .....................................................             --           --          --           --
Investments in shares of portfolios of John Hancock
Variable Series Trust I, at value ........................   $ 44,109,516  $ 1,237,355          --           --
Investments in shares of portfolios of Outside Trust, at
   value .................................................             --           --   $ 319,823  $ 1,007,801
Policy loans and accrued interest receivable .............             --           --          --           --
Receivable from:
   John Hancock Variable Series Trust I ..................         41,267        3,401          --           --
   Outside Trust .........................................             --           --          --           --
                                                             ------------- -----------  ---------- ------------
Total assets .............................................     44,150,783    1,240,736     319,823    1,007,801
Liabilities
Payable to:
   John Hancock Variable Life Insurance Company ..........             --           --          --           --
   Outside Trust .........................................             --           --          --           --
Asset charges payable ....................................            706           20           4           10
                                                             ------------  -----------  ---------- ------------
Total liabilities ........................................            706           20           4           10
                                                             ------------  -----------  ---------- ------------
Net assets ...............................................   $ 44,150,077  $ 1,240,736   $ 319,819  $ 1,007,791
                                                             ============  ===========  ========== ============





                                                                Frontier     Emerging
                                                                 Capital      Markets                Small/Mid
                                                              Appreciation    Equity    Bond Index    Cap CORE
                                                               Subaccount   Subaccount  Subaccount   Subaccount
                                                               ----------   ----------  ----------   ----------

                                                                                         
Assets
Cash .....................................................             --           --          --           --
Investments in shares of portfolios of John Hancock Variable
   Series Trust I, at value ..............................             --  $   624,216 $ 5,116,176    $ 499,543
Investments in shares of portfolios of Outside Trust, at
value ....................................................      $ 386,290           --          --           --
Policy loans and accrued interest receivable .............             --           --          --           --
Receivable from:
   John Hancock Variable Series Trust I ..................             --          497      22,339          335
   Outside Trust .........................................             --           --          --           --
                                                                ---------  -----------  ----------    ---------
Total assets .............................................        386,290      624,713   5,138,431      499,878
Liabilities
Payable to:
   John Hancock Variable Life Insurance Company ..........             --           --          --           --
   Outside Trust .........................................             --           --          --           --
Asset charges payable ....................................              4           10          84            8
                                                                ---------  ----------- -----------    ---------
Total liabilities ........................................              4           10          84            8
                                                                ---------  ----------- -----------    ---------
Net assets ...............................................      $ 386,286  $   624,703 $ 5,138,431    $ 499,870
                                                                =========  =========== ===========    =========


See accompanying notes.

                                       131



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                 STATEMENT OF ASSETS AND LIABILITIES (continued)

                               September 30, 2001
                                   (unaudited)


                                                             High      Clifton    Large Cap
                                                            Yield      Enhanced   Aggressive  Fundamental
                                                             Bond     US Equity     Growth      Growth
                                                          Subaccount  Subaccount  Subaccount  Subaccount
                                                          ----------  ----------  ----------  -----------
                                                                                    
Assets

Cash .................................................            --          --          --          --
Investments in shares of portfolios of John Hancock
  Variable Series Trust I, at value ..................     $ 681,119    $ 22,033     $ 1,366     $ 7,034
Investments in shares of portfolios of Outside Trust,             --          --          --          --
at value .............................................
Policy loans and accrued interest receivable .........            --          --          --          --
Receivable from:
  John Hancock Variable Series Trust I ...............         4,875          --          --          --
  Outside Trust ......................................            --          --          --          --
                                                           ---------    --------     -------     -------
Total assets .........................................       685,994      22,033       1,366       7,034
Liabilities
Payable to:
  John Hancock Variable Life Insurance Company .......            --          --          --          --
  Outside Trust ......................................            --          --          --          --
Asset charges payable ................................            11                      --          --
                                                           ---------    --------     -------     -------
Total liabilities ....................................            11          --          --          --
                                                           ---------    --------     -------     -------
Net assets ...........................................     $ 685,983    $ 22,033     $ 1,366     $ 7,034
                                                           =========    ========     =======     =======




                                                                       Fidelity    Fidelity   Janus Aspen
                                                            AIM V.I.     VIP        VIP II      Global
                                                             Value      Growth    Contrafund  Technology
                                                          Subaccount  Subaccount  Subaccount  Subaccount
                                                          ----------  ----------  ----------  -----------
                                                                                    
Assets

Cash .................................................            --          --          --           --
Investments in shares of portfolios of John Hancock
  Variable Series Trust I, at value ..................            --          --          --           --
Investments in shares of portfolios of Outside Trust,
  at value ...........................................     $  12,376  $    2,529  $   14,123  $     1,735
Policy loans and accrued interest receivable .........            --          --          --           --
Receivable from:
   John Hancock Variable Series Trust I ..............            --          --          --           --
   Outside Trust .....................................            --          --          --           --
                                                           ---------  ----------  ----------  -----------
Total assets .........................................        12,376       2,529      14,123        1,735
Liabilities
Payable to:
   John Hancock Variable Life Insurance Company ......            --          --          --           --
   Outside Trust .....................................            --          --          --           --
Asset charges payable ................................            --          --          --           --
                                                           ---------  ----------  ----------  -----------
Total liabilities ....................................            --          --          --           --
                                                           ---------  ----------  ----------  -----------
Net assets ...........................................     $  12,376  $    2,529  $   14,123  $     1,735
                                                           =========  ==========  ==========  ===========


See accompanying notes.

                                       132



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (continued)

                               September 30, 2001
                                   (unaudited)



                                                                Janus Aspen      MFS New
                                                                 Worldwide      Discovery        Active     Large/Mid     Small Cap
                                                                  Growth         Series         Bond II     Cap Value       Value
                                                                Subaccount      Subaccount     Subaccount   Subaccount   Subaccount
                                                                -----------     ----------     ----------   ----------   ----------
Assets
                                                                                                           
Cash ........................................................          --             --             --             --          --
Investments in shares of portfolios of John Hancock
   Variable Series Trust I, at value ........................          --             --         $2,751     $3,326,891      $8,597
Investments in shares of portfolios of Outside Trust,
   at value .................................................      $3,096        $80,466             --             --          --
Policy loans and accrued interest receivable ................          --             --             --             --          --
Receivable from:
   John Hancock Variable Series Trust I .....................          --             --             11          2,602          11
   Outside Trust ............................................          --             --             --             --          --
                                                                   ------        -------         ------     ----------      ------
Total assets ................................................       3,096         80,466          2,762      3,329,439       8,608
Liabilities
Payable to:
   John Hancock Variable Life Insurance Company .............          --             --             --             --          --
   Outside Trust ............................................          --             --             --             --          --
Asset charges payable .......................................          --              1             --             54          --
                                                                   ------        -------         ------     ----------      ------
Total liabilities ...........................................          --              1             --             54          --
                                                                   ------        -------         ------     ----------      ------
Net assets ..................................................      $3,096        $80,465         $2,762     $3,329,439      $8,608
                                                                   ======        =======         ======     ==========      ======


See accompanying notes.

                                       133



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                            STATEMENTS OF OPERATIONS

  Years and periods ended September 30, 2001 (unaudited) and December 31, 2000
                                    and 1999



                                                   Large Cap Growth Subaccount                    Active Bond Subaccount
                                            ------------------------------------------     --------------------------------------
                                               2001            2000            1999           2001          2000           1999
                                            ------------    -----------     ----------     ----------   -----------    ----------
                                                                                                     
Investment income:
Distributions received from:
   John Hancock Variable Series Trust I .. $      35,051    $ 6,351,461     $6,381,711     $4,178,042   $ 5,048,654    $5,184,234
   Outside Trust .........................            --             --             --             --            --            --
   Interest income on policy loans .......       167,379        223,081        161,454        616,986       769,530       750,673
                                            ------------    -----------     ----------     ----------   -----------    ----------
Total investment income ..................       202,430      6,574,542      6,543,165      4,795,028     5,818,184     5,934,907
Expenses:
   Mortality and expense risks ...........       177,357        286,716        213,770        364,128       485,231       452,925
                                            ------------    -----------     ----------     ----------   -----------    ----------
Net investment income ....................        25,073      6,287,826      6,329,395      4,430,900     5,332,953     5,481,982
Net realized and unrealized gain (loss)
   on investments:
   Net realized gains (losses) ...........      (175,998)     1,809,410      1,146,308       (515,287)   (1,058,175)     (388,883)
   Net unrealized appreciation
   (depreciation) during
   the period ............................   (12,425,145)   (17,039,660)       320,087      2,482,298     3,862,398    (5,439,148)
                                            ------------    -----------     ----------     ----------   -----------    ----------
Net realized and unrealized gain (loss)
   on investments ........................   (12,601,143)   (15,230,250)     1,466,395      1,967,011     2,804,223    (5,828,031)
                                            ------------    -----------     ----------     ----------   -----------    ----------
Net increase (decrease) in net assets
   resulting from operations ............. $ (12,576,070)   $(8,942,424)    $7,795,790     $6,397,911   $ 8,137,176    $ (346,049)
                                           =============    ===========     ==========     ==========   ===========    ==========


                                              International Equity Index Subaccount               Small Cap Growth Subaccount
                                           -------------------------------------------     --------------------------------------
                                              2001             2000            1999           2001          2000           1999
                                           -----------      -----------     ----------     -----------   -----------    ---------
                                                                                                      
Investment income:
Distributions received from:
   John Hancock Variable Series Trust I .. $    89,103       $  334,135     $  212,869     $        --   $   621,346    $  543,433
   Outside Trust .........................          --               --             --              --            --            --
   Interest income on policy loans .......      23,801           29,828         20,538              --            --            --
                                           -----------      -----------     ----------     -----------   -----------    ----------
Total investment income ..................     112,904          363,963        233,407              --       621,346       543,433
Expenses:
   Mortality and expense risks ...........      27,519           41,808         32,838          21,297        39,379        15,809
                                           -----------      -----------     ----------     -----------   -----------    ----------
Net investment income (loss) .............      85,385          322,155        200,569         (21,297)      581,967       527,624
Net realized and unrealized gain (loss)
   on investments:
   Net realized gains (losses) ...........    (122,640)          76,586         62,140           3,918       159,388        48,210
   Net unrealized appreciation
     (depreciation) during the period.....  (1,653,325)      (1,706,468)     1,295,768      (1,739,132)   (2,654,137)    1,125,829
                                           -----------      -----------     ----------     -----------   -----------    ----------
Net realized and unrealized gain (loss)
   on investments ........................  (1,775,965)      (1,629,882)     1,357,908      (1,735,214)   (2,494,749)    1,174,039
                                           -----------      -----------     ----------     -----------   -----------    ----------
Net increase (decrease) in net assets
   from operations ....................... $(1,690,580)     $(1,307,727)    $1,558,477     $(1,756,011)  $(1,912,782)   $1,701,663
                                           ===========      ===========     ==========     ===========   ===========    ==========


See accompanying notes.

                                       134



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (continued)

  Years and periods ended September 30, 2001 (unaudited) and December 31, 2000
                                    and 1999



                                                    Global Balanced Subaccount          Mid Cap Growth Subaccount
                                              ---------------------------------  -------------------------------------
                                                  2001        2000       1999        2001         2000         1999
                                              -----------  ----------  --------  -----------  -----------   ----------
                                                                                          
Investment income:
Distributions received from:
   John Hancock Variable Series Trust I ..... $     2,054  $    8,232  $ 17,211  $        --  $ 2,284,720   $1,373,009
   Outside Trust ............................          --          --        --           --           --           --
   Interest income on policy loans ..........          --          --        --           --           --           --
                                              -----------  ----------  --------  -----------  -----------   ----------
Total investment income .....................       2,054       8,232    17,211           --    2,284,720    1,373,009
Expenses:
   Mortality and expense risks ..............         841       1,034     1,267       64,238      101,903       34,834
                                              -----------  ----------  --------  -----------  -----------   ----------
Net investment income (loss) ................       1,213       7,198    15,944      (64,238)   2,182,817    1,338,175
Net realized and unrealized gain (loss)
   on investments:
   Net realized gains (losses) ..............      (8,554)     (3,641)    1,061   (1,706,682)   1,892,763      420,826
   Net unrealized appreciation
   (depreciation) during the period .........     (19,857)    (21,945)   (8,559)  (6,633,116) (11,690,290)   4,283,452
                                              -----------  ----------  --------  -----------  -----------   ----------
Net realized and unrealized gain (loss)
   on investments ...........................     (28,411)    (25,586)   (7,498)  (8,339,798)  (9,797,527)   4,704,278
                                              -----------  ----------  --------  -----------  -----------   ----------
Net increase (decrease) in net assets
   resulting from operations ................ $   (27,198) $  (18,388) $  8,446  $(8,404,036) $(7,614,710)  $6,042,453
                                              ===========  ==========  ========  ===========  ===========   ==========


                                                  Large Cap Value Subaccount             Money Market Subaccount
                                              ---------------------------------  -------------------------------------
                                                  2001        2000       1999        2001         2000         1999
                                              -----------  ----------  --------  -----------  -----------   ----------
                                                                                          
Investment income:
Distributions received from:
   John Hancock Variable Series Trust I ..... $   207,337  $  759,319  $511,132  $   699,973  $ 1,260,525   $1,134,371
   Outside Trust ............................          --          --        --           --           --           --
   Interest income on policy loans ..........          --          --        --      125,658      162,299      155,491
                                              -----------  ----------  --------  -----------  -----------   ----------
Total investment income .....................     207,337     759,319   511,132      825,631    1,422,824    1,289,862
Expenses:
   Mortality and expense risks ..............      77,250      65,992    36,983      100,165      132,261      146,758
                                              -----------  ----------  --------  -----------  -----------   ----------
Net investment income .......................     130,087     693,327   474,149      725,466    1,290,563    1,143,104
Net realized and unrealized gain (loss)
   on investments:
   Net realized gains (losses) ..............      67,962     (47,306)  123,242           --          --            --
   Net unrealized appreciation
   (depreciation) during the period .........  (1,393,400)    854,807  (499,454)          --          --            --
                                              -----------  ----------  --------  -----------  -----------   ----------
Net realized and unrealized gain (loss)
   on investments ...........................  (1,325,438)    807,501  (376,212)          --          --            --
                                              -----------  ----------  --------  -----------  -----------   ----------
Net increase (decrease) in net assets
   resulting from operations ................ $(1,195,351) $1,500,828  $ 97,937  $   725,466  $ 1,290,563   $1,143,104
                                              ===========  ==========  ========  ===========  ===========   ==========


See accompanying notes.

                                       135



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (continued)

     Years and periods ended June 30, 2001 (unaudited) and December 31, 2000
                                    and 1999




                                                Large/Mid Cap Value II Subaccount      Small/Mid Cap Growth Subaccount
                                               ----------------------------------- -------------------------------------
                                                   2001          2000       1999       2001         2000         1999
                                               ------------ ------------ --------- ------------  ----------  -----------
                                                                                           

Investment income:
Distributions received from:
   John Hancock Variable Series Trust I ..     $      1,251 $    861,684 $  30,563 $         --  $   603,438  $   840,786
   Outside Trust .........................               --           --        --           --           --          --
   Interest income on policy loans .......               --           --        --           --           --          --
                                               ------------ ------------ --------- ------------  -----------  ----------
Total investment income ..................            1,251      861,684    30,563           --      603,438     840,786
Expenses:
   Mortality and expense risks ...........              213       36,705    28,106       25,816       32,879      30,491
                                               ------------ ------------ --------- ------------  -----------  ----------
Net investment income (loss) .............            1,038      824,979     2,457      (25,816)     570,559     810,295
Net realized and unrealized gain
(loss) on investments:
   Net realized gains (losses) ...........           (2,862)     (47,013) (547,518)    (102,355)    (136,669)     16,952
   Net unrealized appreciation
   (depreciation) during the period ......          (75,104)     853,987   657,486     (889,404)      (2,663)   (590,295)
                                               ------------ ------------ --------- ------------  -----------  ----------
Net realized and unrealized gain
  (loss) on investments ..................          (77,966)     806,974   109,968     (991,759)    (139,332)   (573,343)
                                               ------------ ------------ --------- ------------  -----------  ----------
Net increase (decrease) in net assets
  resulting from operations ..............     $    (76,928)$  1,631,953 $ 112,425 $ (1,017,575) $   431,227  $  236,952
                                               ============ ============ ========= ============  ===========  ==========


                                                  Real Estate Equity Subaccount           Growth & Income Subaccount
                                               -----------------------------------  ---------------------------------------
                                                   2001          2000       1999        2001         2000          1999
                                               ------------  ----------- ---------  ------------  ------------  -----------
                                                                                              
Investment income:
Distributions received from:
   John Hancock Variable Series Trust I ..     $    161,784  $   471,363 $ 262,930   $   354,937  $ 43,732,520  $35,057,066
   Outside Trust .........................               --           --        --            --            --           --
   Interest income on policy loans .......           21,908       21,486    17,361     1,214,903     2,428,588    2,279,107
                                               ------------  ----------- ---------   -----------  ------------  -----------
Total investment income ..................          183,692      492,849   280,291     1,569,840    46,161,108   37,336,173
Expenses:
   Mortality and expense risks ...........          807,696       27,585    24,900       550,147     1,733,223    1,779,482
                                               ------------  ----------- ---------  ------------  ------------  -----------
Net investment income ....................        1,695,152      465,264   255,391     1,019,693    44,427,885   35,556,691
Net realized and unrealized gain
(loss) on investments:
   Net realized gains (losses) ...........          291,493     (159,205) (168,994)      373,787    18,300,286    5,502,422
   Net unrealized appreciation
   (depreciation) during the period ......      (58,152,177)     919,904  (220,380)  (21,835,984)  (96,829,044)   2,405,417
                                               ------------  ----------- ---------  ------------  ------------  -----------
Net realized and unrealized gain
  (loss) on investments ..................      (57,860,684)     760,699  (389,374)  (21,462,197)  (78,528,758)   7,907,839
                                               ------------  ----------- ---------  ------------  ------------  -----------
Net increase (decrease) in net assets
  resulting from operations ..............     $(56,165,532) $ 1,225,963 $(133,983) $(20,442,504) $(34,100,873) $43,464,530
                                               ============  =========== =========  ============  ============  ===========


See accompanying notes.

                                       136



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (continued)

  Years and periods ended September 30, 2001 (unaudited) and December 31, 2000
                                    and 1999





                                                            Managed Subaccount                 Short-Term Bond Subaccount
                                                ----------------------------------------   ----------------------------------
                                                     2001         2000           1999         2001          2000       1999
                                                ------------  ------------   -----------   -----------   -----------  -------
                                                                                                    
Investment income:
Distributions received from:
  John Hancock Variable Series Trust I ......   $  1,562,932  $ 11,757,304   $ 9,998,433   $    17,421  $    17,131  $ 15,539
  Outside Trust .............................             --            --            --            --           --        --
  Interest income on policy loans ...........        779,359            --       953,686            --           --        --
                                                ------------  ------------   -----------   -----------  -----------  --------
Total investment income .....................      2,342,291    11,757,304    10,952,119        17,421       17,131    15,539
Expenses:
  Mortality and expense risks ...............        465,854       664,664       649,802         1,837        1,637     1,497
                                                ------------  ------------   -----------   -----------  -----------  --------
Net investment income .......................      1,876,437    11,092,640    10,302,317        15,584       15,494    14,042
Net realized and unrealized gain (loss) on
  investments:
  Net realized gains (losses) ...............         44,474     1,551,519       996,546          (315)      (2,287)   (8,638)
  Net unrealized appreciation (depreciation)
    during the period .......................    (11,191,146)  (12,278,637)   (2,108,530)       13,799        6,756    (2,442)
                                                ------------  ------------   -----------   -----------  -----------   -------
Net realized and unrealized gain (loss) on
  investments ...............................    (11,146,672)  (10,727,118)   (1,111,984)       13,484        4,469   (11,080)
                                                ------------  ------------   -----------   -----------  -----------   -------
Net increase (decrease) in net assets resulting
  from operations ...........................   $ (9,270,235) $    365,522    $ 9,190,33   $    29,068  $    19,963   $ 2,962
                                                ============= ============    ==========   ===========  ===========   =======




                                                                                              International Opportunities
                                                      Small Cap Equity Subaccount                       Subaccount
                                                ----------------------------------------   ----------------------------------
                                                     2001         2000           1999         2001          2000       1999
                                                ------------  ------------   -----------   -----------   -----------  -------
                                                                                                    
Investment income:
Distributions received from:
  John Hancock Variable Series Trust I ......    $        --  $    321,253      $ 79,585   $   104,368  $   617,754   $241,151
  Outside Trust .............................             --            --            --            --           --         --
  Interest income on policy loans ...........             --            --            --            --           --         --
                                                ------------  ------------   -----------   -----------  -----------   --------
Total investment income .....................             --       321,253        79,585       104,368      617,754    241,151
Expenses:
  Mortality and expense risks ...............         15,612        23,745        17,680        56,211       53,038     17,937
                                                ------------  ------------   -----------   -----------  -----------   --------
Net investment income (loss) ................        (15,612)      297,508        61,905        48,157      564,716    223,214
Net realized and unrealized gain (loss) on
  investments:
  Net realized gains (losses) ...............       (497,942)     (110,857)      (33,134)     (254,673)     348,813    155,412
  Net unrealized appreciation (depreciation)
    during the period .......................       (443,318)     (668,463)     (148,401)   (4,019,589)  (2,497,504)   387,412
                                                ------------  ------------   -----------   -----------  -----------   --------
Net realized and unrealized gain (loss) on
investments .................................       (941,260)     (779,320)     (181,535)   (4,274,262)  (2,148,691)   542,824
                                                ------------  ------------   -----------   -----------  -----------   --------
Net increase (decrease) in net assets resulting
from operations .............................   $   (956,872) $   (481,812)    $(119,630)  $(4,266,105) $(1,583,975)  $766,038
                                                ============  ============    ==========   ===========  ===========   ========

See accompanying notes.

                                       137



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (continued)

             Years and periods ended September 30, 2001 (unaudited)
                         and December 31, 2000 and 1999



                                                      Equity Index Subaccount            Global Bond Subaccount
                                              --------------------------------------  ------------------------------
                                                  2001          2000         1999       2001      2000        1999
                                              ------------  ------------  ----------  --------  ---------   --------
                                                                                         
Investment income:
Distributions received from:
   John Hancock Variable Series Trust I ...   $    432,341  $  2,327,055  $  593,325  $  5,614  $  63,032   $ 37,862
   Outside Trust ..........................             --            --          --        --         --         --
   Interest income on policy loans ........             --            --          --        --         --         --
                                              ------------  ------------  ----------  --------  ---------   --------
Total investment income ...................        432,341     2,327,055     593,325     5,614     63,032     37,862
Expenses:
   Mortality and expense risks ............        216,019       185,175      63,950     5,096      5,624      4,084
                                              ------------  ------------  ----------  --------  ---------   --------
Net investment income .....................        216,322     2,141,880     529,375       518     57,408     33,778
Net realized and unrealized gain (loss) on
investments:
   Net realized gains (losses) ............        (85,115)      485,643     271,978    (6,331)   (14,302)      (151)
   Net unrealized appreciation
   (depreciation) during the
     period ...............................    (11,294,511)   (8,035,375)  1,282,937    24,984     63,359    (52,953)
                                              ------------  ------------  ----------  --------  ---------   --------
Net realized and unrealized gain (loss) on
  investments .............................    (11,379,626)   (7,549,732)  1,554,915    18,653     49,057    (53,104)
                                              ------------  ------------  ----------  --------  ---------   --------
Net increase (decrease) in net assets
resulting from operations .................   $(11,163,304) $ (5,407,852) $2,084,290  $ 19,171  $ 106,465   $(19,326)
                                              ============  ============  ==========  ========  =========   ========





                                                                                  Brandes International Equity
                                                Turner Core Growth Subaccount              Subaccount
                                               --------------------------------  -------------------------------
                                                  2001       2000        1999      2001        2000      1999
                                               ----------  ---------   --------  ---------   --------  ---------
                                                                                     
Investment income:
Distributions received from:
   John Hancock Variable Series Trust I ...            --         --         --         --         --         --
   Outside Trust ..........................    $       80  $  52,832   $ 19,328  $   3,215   $ 92,935  $  16,354
   Interest income on policy loans ........            --         --         --         --         --         --
                                               ----------  ---------   --------  ---------   --------  ---------
Total investment income ...................            80     52,832     19,328      3,215     92,935     16,354
Expenses:
   Mortality and expense risks ............         1,667      2,215      1,139      5,022      4,973      2,166
                                               ----------  ---------   --------  ---------   --------  ---------
Net investment income (loss) ..............        (1,587)    50,617     18,189     (1,807)    87,962     14,188
Net realized and unrealized gain (loss) on
investments:
   Net realized gains (losses) ............       (87,369)    20,969     26,736     30,200     13,902     11,526
   Net unrealized appreciation
   (depreciation) during the
     period ...............................       (56,525)  (120,040)    23,628   (276,840)   (35,201)   122,734
                                               ----------  ---------   --------  ---------   --------  ---------
Net realized and unrealized gain (loss) on
  investments .............................      (143,894)   (99,071)    50,364   (246,640)   (21,299)   134,260
                                               ----------  ---------   --------  ---------   --------  ---------

Net increase (decrease) in net assets
  resulting from operations ...............    $ (145,481) $ (48,454)  $ 68,553  $(248,447)  $ 66,663  $ 148,448
                                               ==========  =========   ========  =========   ========  =========



See accompanying notes.

                                       138



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (continued)

  Years and periods ended September 30, 2001 (unaudited) and December 31, 2000
                                    and 1999



                                                          Frontier Capital              Emerging Markets Equity
                                                      Appreciation Subaccount                  Subaccount
                                                   ------------------------------  --------------------------------
                                                      2001       2000      1999       2001        2000       1999
                                                   ---------  ---------  --------  ---------   ---------   --------
                                                                                         
Investment income:
Distributions received from:
   John Hancock Variable Series Trust I .........         --         --        --  $   1,897   $  63,791   $ 15,636
   Outside Trust ................................  $   4,602  $ 133,836  $ 13,028         --          --         --
   Interest income on policy loans ..............         --         --        --         --          --         --
                                                   ---------  ---------  --------  ---------   ---------   --------
Total investment income .........................      4,602    133,836    13,028      1,897      63,791     15,636
Expenses:
   Mortality and expense risks ..................      2,351      3,700     4,257      3,704       5,200        466
                                                   ---------  ---------  --------  ---------   ---------   --------
Net investment income (loss) ....................      2,251    130,136     8,771     (1,807)     58,591     15,170
Net realized and unrealized gain (loss) on
  investments:
   Net realized gains (losses) ..................    (52,619)    68,311   (59,550)  (424,870)     19,902      1,838
   Net unrealized appreciation (depreciation)
     during the period ..........................    (47,847)  (175,994)   89,369    193,158    (571,486)    92,713
                                                   ---------  ---------  --------  ---------   ---------   --------
Net realized and unrealized gain (loss) on
   investments ..................................   (100,466)  (107,683)   29,819   (231,712)   (551,584)    94,551
                                                   ---------  ---------  --------  ---------   ---------   --------
Net increase (decrease) in net assets resulting
   from operations ..............................  $ (98,215) $  22,453  $ 38,590  $(233,519)  $(492,993)  $109,721
                                                   =========  =========  ========  =========   =========   ========


                                                        Bond Index Subaccount       Small/Mid Cap CORE Subaccount
                                                   ------------------------------  --------------------------------
                                                      2001       2000      1999       2001        2000       1999
                                                   ---------  ---------  --------  ---------   ---------   --------
                                                                                         
Investment income:
Distributions received from:
   John Hancock Variable Series Trust I .........  $  72,347  $   7,273  $  2,971  $   1,997   $  22,843   $  6,699
   Outside Trust ................................         --         --        --         --          --         --
   Interest income on policy loans ..............         --         --        --         --          --         --
                                                   ---------  ---------  --------  ---------   ---------   --------
Total investment income .........................     72,347      7,273     2,971      1,997      22,843      6,699
Expenses:
   Mortality and expense risks ..................      6,237        561       270      2,162       1,051        335
                                                   ---------  ---------  --------  ---------   ---------   --------
Net investment income (loss) ....................     66,110      6,712     2,701       (165)     21,792      6,364
Net realized and unrealized gain (loss) on
  investments:
   Net realized gains (losses) ..................      6,268       (607)   (1,613)    (1,290)      1,505      1,093
   Net unrealized appreciation (depreciation)
     during the period ..........................     66,645      6,100    (1,753)   (78,559)    (13,928)     4,719
                                                   ---------  ---------  --------  ---------   ---------   --------
Net realized and unrealized gain (loss) on
   investments ..................................     72,913      5,493    (3,366)   (79,849)    (12,423)     5,812
                                                   ---------  ---------  --------  ---------   ---------   --------

Net increase (decrease) in net assets resulting
   from operations ..............................  $ 139,023  $  12,205  $   (665) $  80,014   $   9,369   $ 12,176
                                                   =========  =========  ========  =========   =========   ========


See accompanying notes.

                                       139



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (continued)

  Years and periods ended September 30, 2001 (unaudited) and December 31, 2000
                                    and 1999




                                                                           High Yield Bond        Clifton Enhanced US
                                                                              Subaccount           Equity Subaccount
                                                                     ---------------------------  -----------------------
                                                                       2001      2000      1999     2001    2000    1999*
                                                                     -------- ---------  -------  ------- -------  ------
                                                                                                 

Investment income:
Distributions received from:
   John Hancock Variable Series Trust I ............................ $ 42,754 $  84,101  $ 3,011  $    -- $ 3,328  $1,435
   Outside Trust ...................................................       --        --       --       42      --      --
   Interest income on policy loans .................................       --        --       --       --      --      --
                                                                     -------- ---------  -------  ------- -------  ------
Total investment income ............................................   42,754    84,101    3,011       42   3,328   1,435
Expenses:
   Mortality and expense risks .....................................    2,983     5,409      220      111     138      61
                                                                     -------- ---------  -------  ------- -------  ------
Net investment income (loss) .......................................   39,771    78,692    2,791      (69)  3,190   1,374
Net realized and unrealized gain (loss) on investments:
   Net realized gains (loss) ....................................... (107,391)  (12,114)    (396)    (525)    302      11
   Net unrealized appreciation (depreciation) during the period ....   93,431  (188,735)  (1,172)  (4,557) (5,562)  1,285
                                                                     -------- ---------  -------  ------- -------  ------
Net realized and unrealized gain (loss) on investments .............  (13,960) (200,849)  (1,568)  (5,082) (5,260)  1,296
                                                                     -------- ---------  -------  ------- -------  ------
Net increase (decrease) in net assets resulting from operations .... $ 25,811 $(122,157) $ 1,223  $(5,151)$(2,070) $2,670
                                                                     ======== =========  =======  ======= =======  ======


                                                                         Large Cap        Fundamental
                                                                         Aggressive          Growth        AIM V.I. Value
                                                                      Growth Subaccount    Subaccount       Subaccount
                                                                     ------------------  ---------------- ---------------
                                                                       2001     2000**    2001     2000*    2001    2000*
                                                                     -------- ---------  -------  ------- -------  ------
Investment income:
Distributions received from:
   John Hancock Variable Series Trust I ............................      $--      $ 36      $--  $ 1,361     $--     $--
   Outside Trust ...................................................       --        --       --       --      --     241
   Interest income on policy loans .................................       --        --       --       --      --      --
                                                                     -------- ---------  -------  ------- -------  ------
Total investment income ............................................       --        36       --    1,361      --     241
Expenses:
   Mortality and expense risks .....................................        8         6       48       10      42      11
                                                                     -------- ---------  -------  ------- -------  ------
Net investment income (loss) .......................................       (8)       30      (48)   1,351     (42)    230
Net realized and unrealized (loss) on investments:
   Net realized (loss) .............................................      (40)       (8)    (242)     (10)   (173)    (11)
   Net unrealized (depreciation) during the period .................     (444)     (616)  (5,780)  (1,226) (2,905) (1,068)
                                                                     -------- ---------  -------  ------- -------  ------
Net realized and unrealized (loss) on investments ..................     (484)     (624)  (6,022)  (1,236) (3,078) (1,079)
                                                                     -------- ---------  -------  ------- -------  ------
Net increase (decrease) in net assets resulting from operations ....   $ (492)   $ (594) $(6,070) $   115 $(3,120) $ (849)
                                                                     ======== =========  =======  ======= =======  ======



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

 **From April 24, 2000 (commencement of operations).

See accompanying notes.

                                    140





                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (continued)

  Years and periods ended September 30, 2001 (unaudited) and December 31, 2000
                                    and 1999




                                                                       Fidelity VIP    Fidelity VIP II
                                                                          Growth         Contrafund      Janus Aspen Global
                                                                        Subaccount       Subaccount    Technology Subaccount
                                                                       ------------    ---------------  --------------------
                                                                        2001  2000**     2001   2000**   2001       2000***
                                                                       ------ ------   -------  ------  ------    ----------
                                                                                                   
Investment income:
Distributions received from:
   John Hancock Variable Series Trust I .............................         --     --        --      --        --       --
   Outside Trust ....................................................      $ 272    $--     $ 205     $--      $ 17     $ 24
   Interest income on policy loans ..................................         --     --        --      --        --       --
                                                                        -------- ------  --------  ------   -------  -------
Total investment income .............................................        272     --       205      --        17       24
Expenses:
   Mortality and expense risks ......................................         16     12        47       6        13        8
                                                                        -------- ------  --------  ------   -------  -------
Net investment income (loss) ........................................        256    (12)      158      (6)        4       16
Net realized and unrealized (loss) on investments:
   Net realized losses ..............................................       (472)    (4)     (160)     (7)      (87)     (99)
   Net unrealized (depreciation) during the period ..................       (983)  (366)   (2,418)   (525)   (1,856)  (1,649)
                                                                        -------- ------  --------  ------   -------  -------
Net realized and unrealized (loss) on investments ...................     (1,455)  (370)   (2,578)   (532)   (1,943)  (1,748)
                                                                        -------- ------  --------  ------   -------  -------
Net (decrease) in net assets resulting from operations ..............   $ (1,199)$ (382) $ (2,420) $ (538)  $(1,939) $(1,732)
                                                                        ======== ======  ========  ======   =======  =======





                                                       Janus Aspen           NFS New
                                                        Worldwide           Discovery
                                                          Growth              Series     Active Bond II Large/Mid  Small Cap
                                                        Subaccount          Subaccount     Subaccount   Cap Value    Value
                                                     ---------------       ------------- -------------- ---------  ---------
                                                     2001    2000***       2001   2000**    2001****    2001****   2001****
                                                     ----    -------       ----   ------    --------    --------   ---------
                                                                                              
Investment income:
Distributions received from:
   John Hancock Variable Series Trust I .........      --         --         --       --         $71    $ 32,410        $ 13
   Outside Trust ................................     $ 7        $ 1    $ 3,282      $--          --          --          --
   Interest income on policy loans ..............      --         --         --       --          --          --          --
                                                  -------     ------    -------    -----       -----  ----------       -----
Total investment income .........................       7          1      3,282       --          71      32,410          13
Expenses:
   Mortality and expense risks ..................      18          8        282       19           8      19,605           5
                                                  -------     ------    -------    -----       -----  ----------       -----
Net investment income (loss) ....................     (11)        (7)     3,000      (19)         63      12,805           8
Net realized and unrealized gain (loss) on
   investments:
   Net realized income (loss) ...................     (46)       (71)      (491)      (7)          1     478,407        (350)
   Net unrealized appreciation (depreciation)
     during the period ..........................  (1,396)      (717)   (23,621)     197          24  (1,138,810)        443
                                                  -------     ------   --------     ----        ----  ----------       -----
Net realized and unrealized gain (loss) on
   investments ..................................  (1,442)      (788)   (24,112)     190          25    (660,403)         93
                                                  -------     ------   --------    -----       -----  ----------       -----
Net increase (decrease) in net assets
   resulting from operations .................... $(1,453)    $ (795)  $(21,112)    $171        $ 88  $ (647,598)      $ 101
                                                  =======     ======   ========    =====       =====  ==========       =====


- ----------
  ** From April 24, 2000 (commencement of operations).
 *** From June 29, 2000 (commencement of operations).
**** Activity from January 1, 2001. From December 15, 2000 (commencement of
     operations) to December 31, 2000 there was no activity.

See accompanying notes.

                                       141





                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                      STATEMENTS OF CHANGES IN NET ASSETS

  Years and periods ended September 30, 2001 (unaudited) and December 31, 2000
                                    and 1999



                                                       Large Cap Growth Subaccount                         Active Bond Subaccount
                                                       ---------------------------                         ----------------------
                                                    2001           2000           1999           2001          2000           1999
                                                    ----           ----           ----           ----          ----           ----
Increase (decrease) in net assets from operations:
                                                                                                       
   Net investment income ..................... $    25,073    $ 6,287,826    $ 6,329,395  $  4,430,900    $ 5,332,953   $ 5,481,982
   Net realized gains (losses) ...............    (175,998)     1,809,410      1,146,308      (515,287)    (1,058,175)     (388,883)
   Net unrealized appreciation (depreciation)
     during the period ....................... (12,425,145)   (17,039,660)       320,087     2,482,298      3,862,398    (5,439,148)
                                               -----------    -----------    -----------  ------------    -----------   -----------
Net increase (decrease) in net assets resulting
  from operations ............................ (12,576,070)    (8,942,424)     7,795,790     6,397,911      8,137,176      (346,049)
From policyholder transactions:
   Net premiums from policyholders ...........   9,798,367     16,225,070     10,950,682     9,484,532     26,218,788    11,668,600
   Net benefits to policyholders .............  (5,259,528)    (8,421,666)    (5,776,293)   (9,173,407)   (17,903,281)   (7,543,864)
   Net increase (decrease) in policy loans ...    (207,346)       407,961             --       793,349        620,295            --
                                               -----------    -----------    -----------  ------------    -----------   -----------
Net increase in net assets resulting
  from policyholder transactions .............   4,331,493      8,211,365      5,174,389     1,104,474      8,935,802     4,124,736
                                               -----------    -----------    -----------  ------------    -----------   -----------
Net increase (decrease) in net assets ........  (8,244,577)      (731,059)    12,970,179     7,502,385     17,072,978     3,778,687
Net assets at beginning of period ............  43,297,378     44,028,437     31,058,258    97,962,560     80,889,582    77,110,895
                                               -----------    -----------    -----------  ------------    -----------   -----------
Net assets at end of period .................. $35,052,801    $43,297,378    $44,028,437  $105,464,945    $97,962,560   $80,889,582
                                               ===========    ===========    ===========  ============    ===========   ===========




                                                  International Equity Index Subaccount              Small Cap Growth Subaccount
                                                  -------------------------------------              ---------------------------
                                                   2001            2000           1999          2001           2000          1999
                                                   ----            ----           ----          ----           ----          ----
Increase (decrease) in net assets from operations:
                                                                                                        
   Net investment income (loss) .............. $    85,385    $   322,155    $   200,569  $    (21,297)   $   581,967   $   527,624
   Net realized gains (losses) ...............    (122,640)        76,586         62,140         3,918        159,388        48,210
   Net unrealized appreciation (depreciation)
    during the period ........................  (1,653,325)    (1,706,468)     1,295,768    (1,739,132)    (2,654,137)    1,125,829
                                               -----------    -----------    -----------  ------------    -----------   -----------
Net increase (decrease) in net assets resulting
  from operations ............................  (1,690,580)    (1,307,727)     1,558,477    (1,756,511)    (1,912,782)    1,701,663
From policyholder transactions:
   Net premiums from policyholders ...........   1,306,416      2,208,529      1,634,643     1,836,588      4,738,730     1,398,160
   Net benefits to policyholders .............  (1,081,138)    (1,307,479)    (1,119,500)   (2,644,594)      (956,063)     (390,180)
   Net increase (decrease) in policy loans ...     (15,762)       110,023             --            --             --            --
                                               -----------    -----------    -----------  ------------    -----------   -----------
Net increase (decrease) in net assets resulting
  from policyholder transactions .............     209,516      1,011,073        515,143      (808,006)     3,782,667     1,007,980
                                               -----------    -----------    -----------  ------------    -----------   -----------
Net increase (decrease) in net assets ........  (1,481,064)      (296,654)     2,073,620    (2,564,517)     1,869,885     2,709,643
Net assets at beginning of period ............   6,884,339      7,180,994      5,107,374     6,381,819      4,511,934     1,802,291
                                               -----------    -----------    -----------  ------------    -----------   -----------
Net assets at end of period .................. $ 5,403,275    $ 6,884,340    $ 7,180,994   $ 3,817,302    $ 6,381,819   $ 4,511,934
                                               ===========    ===========    ===========  ============    ===========   ===========


See accompanying notes.
                                       142



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (continued)

  Years and periods ended September 30, 2001 (unaudited) and December 31, 2000
                                    and 1999



                                                        Global Balanced Subaccount                Mid Cap Growth Subaccount
                                                   -------------------------------------    ---------------------------------------
                                                    2001            2000         1999          2001           2000           1999
                                                    ----            ----         ----          ----           ----           ----
Increase (decrease) in net assets from operations:
                                                                                                       
   Net investment income (loss) ..............     $ 1,213        $ 7,198       $ 15,944     $ (64,238)   $ 2,182,817    $1,338,175
   Net realized gains (losses) ...............      (8,554)        (3,641)         1,061    (1,706,682)     1,892,763       420,826
   Net unrealized appreciation (depreciation)
     during the period .......................     (19,857)       (21,945)        (8,559)   (6,633,116)   (11,690,290)    4,283,452
                                                 ---------      ---------       --------   -----------    -----------   -----------
Net increase (decrease) in net assets resulting
  from operations ............................     (27,198)       (18,388)         8,446    (8,404,036)    (7,614,710)    6,042,453
From policyholder transactions:
   Net premiums from policyholders ...........      84,769         75,380        115,573     8,459,392     13,112,643     7,041,199
   Net benefits to policyholders .............     (45,073)       (83,639)      (133,983)   (2,483,421)    (4,430,561)     (947,660)
   Net increase in policy loans ..............          --             --             --            --             --            --
                                                 ---------      ---------       --------   -----------    -----------   -----------
Net increase (decrease) in net assets resulting
  from policyholder transactions .............      39,696         (8,259)       (18,410)    5,975,971      8,682,082     6,093,539
                                                 ---------      ---------       --------   -----------    -----------   -----------
Net increase (decrease) in net assets ........      12,498        (26,647)        (9,964)   (2,428,065)     1,067,372    12,135,992
Net assets at beginning of period ............     173,721        200,368        210,332    14,676,946     13,609,574     1,473,582
                                                 ---------      ---------       --------   -----------    -----------   -----------
Net assets at end of period ..................   $ 186,219      $ 173,721      $ 200,368   $12,248,881    $14,676,946   $13,609,574
                                                 =========      =========       ========   ===========    ===========   ===========




                                                       Large Cap Value Subaccount                      Money Market Subaccount
                                                  --------------------------------------     --------------------------------------
                                                    2001         2000          1999           2001            2000          1999
                                                    ----         ----          ----           ----            ----          ----
Increase (decrease) in net assets from operations:
                                                                                                      
   Net investment income ..................... $   130,087    $   693,327     $  474,149   $   725,466    $ 1,290,563   $ 1,143,104
   Net realized gains (losses) ...............      67,962        (47,306)       123,242            --             --            --
   Net unrealized appreciation (depreciation)
     during the period .......................  (1,393,400)       854,807       (499,454)           --             --            --
                                               -----------    -----------     ----------   -----------    -----------   -----------
Net increase (decrease) in net assets resulting
  from operations ............................  (1,195,351)     1,500,828         97,937       725,466      1,290,563     1,143,104
From policyholder transactions:
   Net premiums from policyholders ...........   6,639,919      7,024,748      5,449,922    18,020,488     26,609,851    16,733,655
   Net benefits to policyholders .............  (1,543,150)    (1,798,175)    (1,059,147)  (21,929,201)   (22,265,301)  (46,642,184)
   Net increase in policy loans ..............          --             --             --        38,516         77,509            --
                                               -----------    -----------     ----------   -----------    -----------   -----------
Net increase (decrease) in net assets resulting
  from policyholder transactions .............   5,096,769      5,226,573      4,390,775    (3,870,197)     4,422,059   (29,908,529)
                                               -----------    -----------     ----------   -----------    -----------   -----------
Net increase (decrease) in net assets ........   3,901,418      6,727,401      4,488,712    (3,144,731)     5,712,622   (28,765,425)
Net assets at beginning of period ............  14,990,188      8,262,787      3,774,075    26,215,728     20,503,106    49,268,531
                                               -----------    -----------     ----------   -----------    -----------   -----------
Net assets at end of period .................. $18,891,606    $14,990,188     $8,262,787   $23,070,997    $26,215,728   $20,503,106
                                               ===========    ===========     ==========   ===========    ===========   ===========


See accompanying notes.

                                       143



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (continued)

  Years and periods ended September 30, 2001 (unaudited) and December 31, 2000
                                    and 1999



                                                     Large/Mid Cap Value II Subaccount           Small/Mid Cap Growth Subaccount
                                                   -------------------------------------    ---------------------------------------
                                                    2001          2000            1999         2001           2000            1999
                                                    ----          ----            ----         ----           ----            ----
Increase (decrease) in net assets from operations:
                                                                                                        
   Net investment income (loss) ................ $   1,038     $  824,979     $    2,457   $   (25,816)   $   570,559   $   810,295
   Net realized gains (losses) .................    (2,862)       (47,013)      (547,518)     (102,355)      (136,669)       16,952
   Net unrealized appreciation (depreciation)
     during the period .........................   (75,104)       853,987        657,486      (889,404)        (2,663)     (590,295)
                                                 ---------     ----------     ----------   -----------    -----------   -----------
Net increase (decrease) in net assets resulting
  from operations ..............................   (76,928)     1,631,953        112,425    (1,017,575)       431,227       236,952
From policyholder transactions:
Net premiums from policyholders ................   765,924      2,895,543      2,086,192     1,208,797      1,474,342     1,533,102
Net benefits to policyholders ..................   (35,188)      (830,119)    (3,546,814)     (913,635)    (1,536,191)   (1,200,248)
Net increase in policy loans ...................        --             --             --            --             --            --
                                                 ---------     ----------     ----------   -----------    -----------   -----------
Net increase (decrease) in net assets resulting
  from policyholder transactions ...............  (730,736)     2,065,424     (1,460,622)      295,162        (61,849)      332,854
                                                 ---------     ----------     ----------   -----------    -----------   -----------
Net increase (decrease) in net assets ..........   653,808      3,697,377     (1,348,197)     (722,413)       369,378       569,806
Net assets at beginning of period .............. 8,399,009      4,701,632      6,049,829     5,855,422      5,486,044     4,916,238
                                                 ---------     ----------     ----------   -----------    -----------   -----------
Net assets at end of period .................... $ 653,808     $8,399,009     $4,701,632   $ 5,133,009    $ 5,855,422   $ 5,486,044
                                                 =========     ==========     ==========   ===========    ===========   ===========




                                                     Real Estate Equity Subaccount                Growth & Income Subaccount
                                                 ---------------------------------------    ---------------------------------------
                                                   2001           2000            1999         2001          2000          1999
                                                   ----           ----            ----         ----          ----          ----
Increase (decrease) in net assets from operations:
                                                                                                      
   Net investment income .......................$  158,563     $  465,264     $  255,391   $ 1,695,152    $44,427,885   $35,556,691
   Net realized gains (losses) .................  (171,749)      (159,205)      (168,994)      291,493     18,300,286     5,502,422
   Net unrealized appreciation (depreciation)
     during the period .........................    63,266        919,904       (220,380)  (58,152,177)   (96,829,044)    2,405,417
                                                ----------     ----------     ----------  ------------   ------------  ------------
Net increase (decrease) in net assets resulting
  from operations ..............................    50,080      1,225,963       (133,983)  (56,165,532)   (34,100,873)   43,464,530
From policyholder transactions:
Net premiums from policyholders ................ 1,189,510      1,762,038        968,627    20,191,545     31,462,247    34,593,082
Net benefits to policyholders ..................(1,501,999)    (1,130,179)    (2,335,552)  (21,398,447)   (71,685,409)  (34,650,911)
Net increase (decrease) in policy loans ........    33,805        114,851             --    (1,356,490)     1,310,472            --
                                                ----------     ----------     ----------  ------------   ------------  ------------
Net increase (decrease) in net assets resulting
  from policyholder transactions ...............  (278,684)       746,710     (1,366,925)   (2,563,392)   (38,912,690)      (57,829)
                                                ----------     ----------     ----------  ------------   ------------  ------------
Net increase (decrease) in net assets ..........  (228,604)     1,972,673     (1,500,908)  (58,728,924)   (73,013,563)   43,406,701
Net assets at beginning of period .............. 6,002,773      4,030,100      5,531,008   267,486,534    340,500,097   297,093,396
                                                ----------     ----------     ----------  ------------   ------------  ------------
Net assets at end of period ....................$5,774,169     $6,002,773     $4,030,100  $208,757,610   $267,486,534  $340,500,097
                                                ==========     ==========     ==========  ============   ============  ============


See accompanying notes.

                                       144



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (continued)

             Years and periods ended September 30, 2001 (unaudited)
                         and December 31, 2000 and 1999



                                                           Managed Subaccount                       Short-Term Bond Subaccount
                                              ------------------------------------------     --------------------------------------
                                                  2001           2000           1999           2001           2000          1999
                                              ------------   ------------   ------------     ---------      ---------     ---------
                                                                                                         
Increase (decrease) in net assets from
 operations:
   Net investment income ...................  $  1,876,437   $ 11,092,640   $ 10,302,317     $  15,584      $  15,494     $  14,042
   Net realized gains (losses) .............        44,474      1,551,519        996,546          (315)        (2,287)       (8,638)
   Net unrealized appreciation
     (depreciation) during the period ......   (11,191,146)   (12,278,637)    (2,108,530)       13,799          6,756        (2,442)
                                              ------------   ------------   ------------     ---------      ---------     ---------
Net increase (decrease) in net assets
  resulting from operations ................    (9,270,235)       365,522      9,190,333        29,068         19,963         2,962
From policyholder transactions:
  Net premiums from policyholders ..........     9,044,080     12,192,565     13,430,282       282,609        167,135       109,732
  Net benefits to policyholders ............   (10,942,264)   (19,842,234)   (14,305,859)      (90,217)       (69,043)     (370,270)
  Net increase in policy loans .............       347,322        630,955             --            --             --            --
                                              ------------   ------------   ------------     ---------      ---------     ---------
Net increase (decrease) in net assets
  resulting from policyholder
  transactions .............................    (1,550,862)    (7,018,714)      (875,577)      192,392         98,092      (260,538)
                                              ------------   ------------   ------------     ---------      ---------     ---------
Net increase (decrease) in net assets ......   (10,821,097)    (6,653,192)     8,314,756       221,460        118,055      (257,576)
Net assets at beginning of period ..........   112,476,227    119,129,419    110,814,663       356,968        238,913       496,489
                                              ------------   ------------   ------------     ---------      ---------     ---------
Net assets at end of period ................  $101,655,130   $112,476,227   $119,129,419     $ 578,428      $ 356,968     $ 238,913
                                              ============   ============   ============     =========      =========     =========





                                                        Small Cap Equity Subaccount         International Opportunities Subaccount
                                              -------------------------------------------  -----------------------------------------
                                                   2001           2000            1999          2001          2000          1999
                                              ------------   ------------    -----------   -----------    -----------    ----------
                                                                                                        
Increase (decrease) in net assets from
 operations:
   Net investment income (loss) ............  $    (15,612)  $    297,508    $    61,905   $    48,157    $   564,716    $  223,214
   Net realized gains (losses) .............      (497,942)      (110,857)       (33,134)     (254,673)       348,813       155,412
   Net unrealized appreciation
     (depreciation) during the period ......      (773,318)      (668,463)      (148,401)   (4,019,589)    (2,497,504)      387,412
                                              ------------   ------------    -----------   -----------    -----------    ----------
Net increase (decrease) in net assets
  resulting from operations ................      (956,872)      (481,812)      (119,630)   (4,226,105)    (1,583,975)      766,038
From policyholder transactions:
  Net premiums from policyholders ..........     2,352,805      1,608,648      1,483,922     7,905,633      9,284,275     2,354,681
  Net benefits to policyholders ............    (1,991,173)      (452,404)      (447,402)     (841,569)      (469,272)   (3,673,500)
  Net increase in policy loans .............            --             --             --            --             --            --
                                              ------------   ------------    -----------   -----------    -----------    ----------
Net increase (decrease) in net assets
  resulting from policyholder
  transactions .............................       361,632      1,156,242      1,036,520     7,064,064      8,815,003    (1,318,819)
                                              ------------   ------------    -----------   -----------    -----------    ----------
Net increase (decrease) in net assets ......      (595,240)       674,430        916,890     2,837,959      7,231,028      (552,781)
Net assets at beginning of period ..........     4,141,822      3,467,392      2,550,502    10,859,971      3,628,943     4,181,724
                                              ------------   ------------    -----------   -----------    -----------    ----------
Net assets at end of period ................  $  3,546,582   $  4,141,822    $ 3,467,392   $13,694,930    $10,859,971    $3,628,943
                                              ============   ============    ===========   ===========    ===========    ==========


See accompanying notes.
                                       145




                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (continued)

  Years and periods ended September 30, 2001 (unaudited) and December 31, 2000
                                    and 1999



                                                           Equity Index Subaccount                    Global Bond Subaccount
                                                  -----------------------------------------  ---------------------------------------
                                                     2001           2000           1999          2001            2000        1999
                                                  -----------    -----------    -----------  ------------     ---------    --------
Increase (decrease) in net assets from operations:
                                                                                                         
   Net investment income .....................    $   216,322    $ 2,141,880    $   529,375    $      518    $   57,408    $ 33,778
   Net realized gains (losses) ...............        (85,115)       485,643        271,978        (6,331)      (14,302)       (151)
   Net unrealized appreciation (depreciation)
     during the period ......................     (11,294,511)    (8,035,375)     1,282,937        24,984        63,359     (52,953)
                                                  -----------    -----------    -----------  ------------    ----------    --------
Net increase (decrease) in net assets
   resulting from operations .................    (11,163,304)    (5,407,852)     2,084,290        19,171       106,465     (19,326)
From policyholder transactions:
   Net premiums from policyholders ...........      9,622,997     43,728,519      6,697,385       283,498       396,099     696,619
   Net benefits to policyholders .............     (4,406,332)    (2,630,030)    (1,623,429)     (201,794)     (192,421)   (317,999)
   Net increase in policy loans ..............             --             --             --            --            --          --
                                                  -----------    -----------    -----------  ------------    ----------    --------
Net increase in net assets resulting
  from policyholder transactions .............      5,216,665     41,098,489      5,073,956        81,704       203,678     378,620
                                                  -----------    -----------    -----------  ------------    ----------    --------
Net increase (decrease) in net assets ........     (5,946,639)    35,690,637      7,158,246       100,875       310,143     359,294
Net assets at beginning of period ............     50,096,716     14,406,079      7,247,833     1,139,861       829,718     470,424
                                                  -----------    -----------    -----------  ------------    ----------    --------
Net assets at end of period ..................    $50,069,716    $50,096,716    $14,406,079    $1,240,736    $1,139,861    $829,718
                                                  ===========    ===========    ===========  ============    ==========    ========




                                                       Turner Core Growth Subaccount         Brandes International Equity Subaccount
                                                  -----------------------------------------  ---------------------------------------
                                                     2001           2000            1999         2001           2000         1999
                                                  -----------    -----------    -----------  ------------    ----------    --------
Increase (decrease) in net assets from operations:
                                                                                                         
   Net investment income (loss) ..............    $    (1,587)   $    50,617    $    18,189    $   (1,807)   $   87,962    $ 14,188
   Net realized gains (losses) ...............        (87,369)        20,969         26,736        30,200        13,902      11,526
   Net unrealized appreciation (depreciation)
    during the period ........................        (56,525)      (120,040)        23,628      (276,840)      (35,201)    122,734
                                                  -----------    -----------    -----------  ------------    ----------    --------
Net increase (decrease) in net assets
   resulting from operations .................       (145,481)       (48,454)        68,553      (248,447)       66,663     148,448
From policyholder transactions:
   Net premiums from policyholders ...........        309,721        192,556        109,802     1,045,529       616,308     152,629
   Net benefits to policyholders .............       (214,915)       (31,415)       (45,555)     (958,497)      (39,267)    (31,332)
   Net increase in policy loans ..............             --             --             --            --            --          --
                                                  -----------    -----------    -----------  ------------    ----------    --------
Net increase in net assets resulting
  from policyholder transactions .............         94,806        161,141         64,247        87,032       577,041     121,297
                                                  -----------    -----------    -----------  ------------    ----------    --------
Net increase (decrease) in net assets ........        (50,675)       112,687        132,800      (161,415)      643,704     269,745
Net assets at beginning of period ............        370,494        257,807        125,007     1,169,206       525,502     255,757
                                                  -----------    -----------    -----------  ------------    ----------    --------
Net assets at end of period ..................    $   319,819    $   370,494    $   257,807    $1,007,791    $1,169,206    $525,502
                                                  ===========    ===========    ===========  ============    ==========    ========


See accompanying notes.
                                       146




                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (continued)

  Years and periods ended September 30, 2001 (unaudited) and December 31, 2000
                                    and 1999



                                                Frontier Capital Appreciation Subaccount         Emerging Markets Equity Subaccount
                                                ----------------------------------------         ----------------------------------
                                                 2001           2000             1999            2001           2000           1999
                                                 ----           ----             ----            ----           ----           ----
Increase (decrease) in net assets from operations:
                                                                                                          
   Net investment income (loss) .............      $ 2,251      $ 130,136        $ 8,771      $ (1,807)      $ 58,591       $15,170
   Net realized gains (losses) ..............      (52,619)        68,311        (59,550)     (424,870)        19,902         1,838
   Net unrealized appreciation (depreciation)
     during the period ......................      (47,847)      (175,994)        89,369       193,158       (571,486)       92,713
                                              ------------   ------------    -----------      --------       --------      --------
Net increase (decrease) in net assets resulting
  from operations ...........................      (98,215)        22,453         38,590      (233,519)      (492,993)      109,721
From policyholder transactions:
   Net premiums from policyholders ..........      429,905        219,803        103,675       588,861      1,133,676       336,277
   Net benefits to policyholders ............     (462,120)      (179,523)    (2,221,410)     (471,991)      (337,143)       (8,915)
   Net increase in policy loans .............           --             --             --            --             --            --
                                              ------------   ------------    -----------      --------       --------      --------
Net increase (decrease) in net assets resulting
  from policyholder transactions ............      (32,215)        40,280     (2,117,735)      116,870        796,533       327,362
                                              ------------   ------------    -----------      --------       --------      --------
Net increase (decrease) in net assets .......     (130,430)        62,733     (2,079,145)     (116,649)       303,540       437,083
Net assets at beginning of period ...........      516,716        453,983      2,533,128       741,352        437,812           729
                                              ------------   ------------    -----------      --------       --------      --------
Net assets at end of period .................    $ 386,286       $516,716      $ 453,983      $624,703       $741,352      $437,812
                                              ============   ============    ===========      ========       ========      ========



                                                          Bond Index Subaccount                   Small/Mid Cap Core Subaccount
                                                          ---------------------                   -----------------------------
                                                      2001           2000          1999         2001         2000           1999
                                                      ----           ----          ----         ----         ----           ----
Increase (decrease) in net assets from operations:
                                                                                                          
   Net investment income (loss) .............     $ 66,110        $ 6,712        $ 2,701        $ (165)      $ 21,792       $ 6,364
   Net realized gains (losses) ..............        6,268          (607)         (1,613)       (1,290)         1,505         1,093
   Net unrealized appreciation (depreciation)
     during the period ......................       66,645          6,100         (1,753)      (78,559)       (13,928)        4,719
                                              ------------   ------------    -----------      --------       --------      --------
Net increase (decrease) in net assets resulting
  from operations ...........................      139,023         12,205           (665)      (80,014)         9,369        12,176
From policyholder transactions:
   Net premiums from policyholders ..........    4,791,282        196,240         80,921       112,553        479,768        44,493
   Net benefits to policyholders ............      (57,786)       (16,742)       (20,596)      (92,220)        (6,951)      (12,003)
   Net increase in policy loans .............           --             --             --            --             --            --
                                              ------------   ------------    -----------      --------       --------      --------
Net increase in net assets resulting
  from policyholder transactions ............    4,733,496        179,498         60,325        20,333        472,817        32,490
                                              ------------   ------------    -----------      --------       --------      --------
Net increase (decrease) in net assets .......    4,872,519        191,703         59,660       (59,681)       482,186        44,666
Net assets at beginning of period ...........      265,912         74,209         14,549       559,551         77,365        32,699
                                              ------------   ------------    -----------      --------       --------      --------
Net assets at end of period .................   $5,138,431      $ 265,912       $ 74,209      $499,870      $ 559,551      $ 77,365
                                              ============   ============    ===========      ========       ========      ========


See accompanying notes.

                                                                  147



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (continued)

  Years and periods ended September 30, 2001 (unaudited) and December 31, 2000
                                    and 1999



                                                                                                         Clifton Enhanced
                                                        High Yield Bond Subaccount                     US Equity Subaccount
                                               -----------------------------------------       ------------------------------------
                                                   2001           2000            1999           2001          2000          1999*
                                               -----------     ----------        -------       -------        -------       ------
Increase (decrease) in net assets from operations:
                                                                                                        
   Net investment income (loss) .............  $    39,771     $   78,692        $ 2,791       $   (69)       $ 3,190       $ 1,374
   Net realized gains (losses) ..............     (107,391)       (12,114)          (396)         (525)           302            11
   Net unrealized appreciation (depreciation)
     during the period ......................       93,431       (188,735)        (1,172)       (4,557)        (5,562)        1,285
                                               -----------     ----------        -------       -------        -------       -------
Net increase (decrease) in net assets
  resulting from operations .................       25,811       (122,157)         1,223        (5,151)        (2,070)        2,670
From policyholder transactions:
   Net premiums from policyholders ..........      578,612      1,514,684         69,375         5,606         16,541        15,505
   Net benefits to policyholders ............   (1,298,307)       (88,711)            --        (1,717)        (9,351)           --
   Net increase in policy loans .............           --             --             --            --             --            --
                                               -----------     ----------        -------       -------        -------       -------
Net increase (decrease) in net assets resulting
  from policyholder transactions ............     (719,695)     1,425,973         69,375         3,889          7,190        15,505
                                               -----------     ----------        -------       -------        -------       -------
Net increase (decrease) in net assets .......     (693,884)     1,303,816         70,598        (1,262)         5,120        18,175
Net assets at beginning of period ...........    1,379,867         76,051          5,453        23,295         18,175            --
                                               -----------     ----------        -------       -------        -------       -------
Net assets at end of period .................  $   685,983     $1,379,867        $76,051       $22,033        $23,295       $18,175
                                               ===========     ==========        =======       =======        =======       =======



                                                                   Large Cap Aggressive Growth     Fundamental Growth
                                                                            Subaccount                 Subaccount
                                                                   ---------------------------   -----------------------
                                                                     2001             2000**        2001        2000**
                                                                   --------         --------     ---------   -----------

Increase (decrease) in net assets from operations:
                                                                                                 
   Net investment income (loss) .................................. $    (8)         $    30       $   (48)   $     1,351
   Net realized (losses) .........................................     (40)              (8)         (242)           (10)
   Net unrealized (depreciation) during the period ...............    (444)            (616)       (5,780)        (1,226)
                                                                   -------          -------       -------    -----------
Net increase (decrease) in net assets resulting from operations ..    (492)            (594)       (6,070)           115
From policyholder transactions:
   Net premiums from policyholders ...............................       4            2,528         7,509      9,264,914
   Net benefits to policyholders .................................     (80)              --        (7,658)    (9,251,776)
   Net increase in policy loans ..................................      --               --            --             --
                                                                   -------          -------       -------    -----------
Net increase (decrease) in net assets resulting from
  policyholder transactions ......................................     (76)           2,528          (149)        13,138
                                                                   -------          -------       -------    -----------
Net increase (decrease) in net assets ............................    (568)           1,934        (6,219)        13,253
Net assets at beginning of period ................................   1,934               --        13,253             --
                                                                   -------          -------       -------    -----------
Net assets at end of period ...................................... $ 1,366          $ 1,934       $ 7,034    $    13,253
                                                                   =======          =======       =======    ===========


  *From May 1, 1999 (commencement of operations).
 **From April 24, 2000 (commencement of operations).

See accompanying notes.

                                       148



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (continued)

             Years and periods ended September 30, 2001 (unaudited)

                         and December 31, 2000 and 1999


                                                                                                                    Fidelity
                                                      AIM V.I. Value             Fidelity VIP Growth            VIP II Contrafund
                                                         Subaccount                   Subaccount                    Subaccount
                                                  -----------------------        ---------------------       ----------------------
                                                    2001          2000**         2001          2000**          2001          2000**
                                                  --------        -------        -------       -------       --------       -------
Increase (decrease) in net assets from operations:
                                                                                                          
   Net investment income (loss) ...............   $    (42)       $   230        $   256       $    (6)      $    158       $   (12)
   Net realized (losses) ......................       (173)           (11)          (472)           (7)          (160)
   Net unrealized (depreciation)
   during the period ..........................     (2,905)        (1,068)          (983)         (525)        (2,418)         (366)
                                                  --------        -------        -------       -------       --------       -------
Net (decrease) in net assets resulting
  from operations .............................     (3,120)          (849)        (1,199)         (538)        (2,420)         (382)
From policyholder transactions:
   Net premiums from policyholders ............     10,605         12,213            734         5,160         10,626        13,880
   Net benefits to policyholders ..............       (401)        (6,072)        (1,234)         (394)          (590)       (6,9
   Net increase in policy loans ...............         --             --             --            --             --
                                                  --------        -------        -------       -------       --------       -------
Net increaseing net assets resulting from
  policyholder transactions ...................     10,204          6,141            500         4,766         10,036         6,889
                                                  --------        -------        -------       -------       --------       -------
Net increase (decrease) in net assets .........      7,084          5,292         (1,699)        4,228          7,616         6,507
Net assets at beginning of period .............      5,292             --          4,228            --          6,507            --
                                                  --------        -------        -------       -------       --------       -------
Net assets at end of period ...................   $ 12,376        $ 5,292        $ 2,529       $ 4,228       $ 14,123       $ 6,507
                                                  --------        -------        -------       -------       --------       -------

                                                         Janus Aspen                 Janus Aspen                     MFS New
                                                      Global Technical             Worldwide Growth             Discovery Series
                                                         Subaccount                   Subaccount                   Subaccount
                                                  -----------------------       ----------------------       ----------------------
                                                    2001          2000***        2001         2000***         2001           2000**
                                                  --------        -------       --------       -------       --------      --------
Increase (decrease) in net assets from operations:
                                                                                                         
   Net investment income (loss) ...............   $      4        $    16       $    (11)      $    (7)      $  3,000      $    (19)
   Net realized (losses) ......................        (87)           (99)           (46)          (71)          (491)           (7)
   Net unrealized appreciation (depreciation)
     during the period ........................     (1,856)        (1,649)        (1,396)         (717)       (23,621)          197
                                                  --------        -------       --------       -------       --------      --------
Net increase (decrease) in net assets
  resulting from operations ...................     (1,939)        (1,732)        (1,453)         (795)       (21,112)          171
From policyholder transactions:
   Net premiums from policyholders ............        215          5,487            406         5,929         93,317        37,394
   Net benefits to policyholders ..............       (296)            --           (521)         (470)       (10,547)      (18,758)
   Net increase in policy loans ...............         --             --             --            --             --            --
                                                  --------        -------       --------       -------       --------      --------
Net increase (decrease) in net assets
  resulting from policyholder transactions ....        (81)         5,487           (115)        5,459         82,770        18,636
                                                  --------        -------       --------       -------       --------      --------
Net increase (decrease) in net assets .........     (2,020)         3,755         (1,568)        4,664         61,658        18,807
Net assets at beginning of period .............      3,755             --          4,664            --         18,807            --
                                                  --------        -------       --------       -------       --------      --------
Net assets at end of period ...................   $  1,735        $ 3,755       $  3,096       $ 4,664       $ 80,465      $ 18,807
                                                  --------        -------       --------       -------       --------      --------


- --------------
 ** From April 24, 2000 (commencement of operations).
*** From June 29, 2000 (commencement of operations).

See accompanying notes.

                                       149












                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (continued)

  Years and periods ended September 30, 2001 (unaudited) and December 31, 2000
                                    and 1999



                                                                     Active Bond II   Large/Mid Cap Value   Small Cap Value
                                                                       Subaccount          Subaccount          Subaccount
                                                                       ----------          ----------          ----------
                                                                        2001****            2001****            2001****
                                                                       ----------          ----------          ----------
Increase (decrease) in net assets from operations:
                                                                                                    
   Net investment income ............................................     $    63          $    12,805            $     8
   Net realized gains (losses) ......................................           1              478,407               (350)
   Net unrealized appreciation (depreciation) during the period .....          24           (1,138,810)               443
                                                                          -------          -----------            -------
Net increase (decrease) in net assets resulting from operations .....          88             (647,598)               101
From policyholder transactions:
   Net premiums from policyholders ..................................       2,824            1,270,788             14,148
   Net benefits to policyholders ....................................        (150)          (5,692,760)            (5,641)
   Net increase in policy loans .....................................          --                   --                 --
                                                                          -------          -----------            -------
Net increase (decrease) in net assets resulting from policyholder
transactions ........................................................       2,674           (4,421,972)             8,507
                                                                          -------          -----------            -------
Net increase (decrease) in net assets ...............................       2,762           (5,069,570)             8,608
Net assets at beginning of period ...................................          --            8,399,009                 --
                                                                          -------          -----------            -------
Net assets at end of period .........................................     $ 2,762          $ 3,329,439            $ 8,608
                                                                          =======          ===========            =======


 **** Activity from January 1, 2001. From December 15, 2000 (commencement of
      operations) to December 31, 2000 there was no activity.

See accompanying notes.

                                       150



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                    NOTES TO FINANCIAL STATEMENTS (Unaudited)

                               September 30, 2001

1.   Organization

     John Hancock Variable Life Account UV (the Account) is a separate
investment account of John Hancock Life Insurance Company (JHLICO or John
Hancock). John Hancock Variable Life Account UV was formed to fund variable life
insurance policies (Policies) issued by JHLICO. The Account is operated as a
unit investment trust registered under the Investment Company Act of 1940, as
amended, and currently consists of thirty-seven subaccounts. The assets of each
subaccount are invested exclusively in shares of a corresponding Fund of John
Hancock Variable Series Trust I (the Trust) or of other Outside Investment Trust
(Outside Trust). New subaccounts may be added as new Funds are added to the
Trust or to Outside Trust, or as other investment options are developed, and
made available to policyholders. The thirty-four subaccounts of the Trust and
Outside Trust which are currently available are the Large Cap Growth, Active
Bond, International Equity Index, Small Cap Growth, Global Balanced, Mid Cap
Growth, Large Cap Value, Money Market, Large/Mid Cap Value II (formerly, Mid Cap
Value), Small/Mid Cap Growth, Real Estate Equity, Growth & Income, Managed,
Short-Term Bond, Small Cap Equity, International Opportunities, Equity Index,
Global Bond, Turner Core Growth, Brandes International Equity, Frontier Capital
Appreciation, Emerging Markets Equity, Bond Index, Small/Mid Cap CORE, High
Yield Bond, Clifton Enhanced US Equity, Large Cap Aggressive Growth, Fundamental
Growth, AIM V.I. Value, Fidelity VIP Growth, Fidelity VIP II Contrafund, Janus
Aspen Global Technology, Janus Aspen Worldwide Growth, MFS New Discovery Series,
Active Bond II, Large Mid/Cap Value, and Small Cap Value subaccounts. Each
subaccount has a different investment objective.

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

     The assets of the Account are the property of JHLICO. The portion of the
Account's assets applicable to the policies may not be charged with liabilities
arising out of any other business JHLICO may conduct.

2. Significant Accounting Policies

   Estimates

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities, at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

   Valuation of Investments

     Investment in shares of the Fund and of Outside Trust are valued at the
reported net asset values of the respective Portfolios. Investment transactions
are recorded on the trade date. Dividend income is recognized on the ex-dividend
date. Realized gains and losses on sales of respective Portfolio shares are
determined on the basis of identified cost.

                                       151



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

              NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

                               September 30, 2001

2. Significant Accounting Policies (Continued)

   Federal Income Taxes

     The operations of the Account are included in the federal income tax return
of JHLICO, which is taxed as a life insurance company under the Internal Revenue
Code. JHLICO has the right to charge the Account any federal income taxes, or
provision for federal income taxes, attributable to the operations of the
Account or to the Policies funded in the Account. Currently, JHLICO does not
make a charge for income or other taxes. Charges for state and local taxes, if
any, attributable to the Account may also be made.

   Expenses

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

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

   Policy Loans

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

3. Transactions with Affiliates

     JHLICO acts as the distributor, principal underwriter and investment
advisor for the Fund.

     Certain officers of the Account are officers and directors of JHLICO or the
Fund.

                                       152



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

              NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

                               September 30, 2001

4. Details of Investments

     The details of the shares owned and cost and value of investments in the
Subaccounts of the Trust and of Outside Trusts at September 30 were as follows:




     Subaccount                                  Shares Owned            Cost               Value
     ----------                                  ------------            ----               -----
                                                                            
Large Cap Growth ..........................        2,416,440        $ 54,081,209       $ 32,238,723
Active Bond ...............................        9,666,633          92,877,857         93,295,695
International Equity Index ................          441,466           7,195,575          4,966,880
Small Cap Growth ..........................          417,508           6,793,194          3,817,361
Global Balanced ...........................           23,312             227,453            185,974
Mid Cap Growth ............................        1,423,346          26,026,524         12,249,074
Large Cap Value ...........................        1,412,663          19,762,647         18,873,555
Money Market ..............................       20,787,418          20,787,418         20,787,418
Large/Mid Cap Value II ....................           65,480             728,443            653,339
Small/Mid Cap Growth ......................          443,575           6,578,297          5,133,090
Real Estate Equity ........................          394,707           5,275,969          5,339,377
Growth & Income ...........................       16,512,434         264,885,288        176,034,919
Managed ...................................        7,137,794         101,171,743         87,488,855
Short-Term Bond ...........................           56,558             562,556            576,275
Small Cap Equity ..........................          511,666           4,922,251          3,546,636
International Opportunities ...............        1,626,910          19,559,333         13,696,983
Equity Index ..............................        3,170,074          61,417,800         44,109,516
Global Bond ...............................          118,118           1,196,389          1,237,355
Turner Core Growth ........................           26,876             442,833            319,823
Brandes International Equity. .............           83,844           1,191,056          1,007,801
Frontier Capital Appreciation .............           28,509             487,816            386,290
Emerging Markets Equity ...................          124,447             909,880            624,216
Bond Index ................................          508,964           5,045,335          5,116,176
Small/Mid Cap CORE ........................           60,736             585,423            499,543
High Yield Bond ...........................          102,060             777,614            681,119
Clifton Enhanced U.S. Equity ..............            1,721              30,867             22,033
Large Cap Aggressive Growth ...............              193               2,426              1,366
Fundamental Growth ........................            1,038              14,040              7,034
AIM V.I. Value ............................              571              16,350             12,376
Fidelity VIP Growth .......................               88               4,037              2,529
Fidelity VIP II Contrafund ................              752              16,908             14,123
Janus Aspen Global Technology .............              558               5,240              1,735
Janus Aspen Worldwide Growth ..............              123               5,208              3,096
MFS New Discovery Series ..................            6,645             103,890             80,466
Active Bond II ............................              259               2,727              2,751
Large/Mid Cap Value .......................          263,889           3,739,008          3,326,891
Small Cap Value ...........................              716               8,154              8,597


                                       153



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

              NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

                               September 30, 2001

4. Details of Investments (continued)

     Purchases, including reinvestment of dividend distributions and proceeds
from the sales of shares in the Subaccounts of the Trust and of Outside Trusts
during 2001, were as follows:

            Subaccount                            Purchases            Sales
            ----------                           -----------       -----------

Large Cap Growth ............................    $ 7,001,493       $ 2,470,981
Active Bond .................................     10,622,178         6,361,981
International Equity Index ..................        976,329           676,939
Small Cap Growth ............................      1,366,104         2,195,348
Global Balanced .............................         77,855            37,191
Mid Cap Growth ..............................      8,434,287         2,522,361
Large Cap Value .............................      6,313,877         1,105,072
Money Market ................................     12,002,156        15,193,863
Large/Mid Cap Value II ......................        790,505            59,200
Small/Mid Cap Growth ........................        873,038           603,611
Real Estate Equity ..........................      1,068,485         1,274,824
Growth & Income .............................     10,881,837        10,474,368
Managed .....................................      5,407,115         5,640,439
Short-Term Bond .............................        275,047            69,224
Small Cap Equity ............................      2,407,054         2,060,980
International Opportunities .................      7,837,966           726,692
Equity Index ................................      8,930,085         3,537,659
Global Bond .................................        257,023           178,182
Turner Core Growth ..........................        309,161           215,938
Brandes International Equity ................        971,398           886,163
Frontier Capital Appreciation ...............        434,275           464,235
Emerging Markets Equity .....................        550,148           435,572
Bond Index ..................................      4,908,359           131,008
Small/Mid Cap CORE ..........................        371,400           351,559
High Yield Bond .............................        625,321         1,310,109
Clifton Enhanced U.S. Equity ................          5,646             1,826
Large Cap Aggressive Growth .................             --                84
Fundamental Growth ..........................            120               317
AIM V.I. Value ..............................         10,618               456
Fidelity VIP Growth .........................            860             1,104
Fidelity VIP II Contrafund ..................         10,825               631
Janus Aspen Global Technology ...............             17                94
Janus Aspen Worldwide Growth ................              7               133
MFS New Discovery Series ....................         88,640             2,869
Active Bond II ..............................          2,893               167
Large/Mid Cap Value .........................      1,056,005         5,467,721
Small Cap Value .............................         14,296             5,792

                                       154



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

              NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

                               September 30, 2001

5. Net Assets

     Accumulation shares attributable to net assets of policyholders and
accumulation share values for each subaccount at September 30, 2001 were as
follows:



                                        UV MVL Class #3                     UV Flex Class #4                  UV Flex II Class #5
                                --------------------------------   ---------------------------------    ----------------------------
                                Accumulation        Accumulation   Accumulation         Accumulation    Accumulation    Accumulation
Subaccount                         Shares           Share Values      Shares            Share Values       Shares       Share Values
- ----------                      ------------        ------------   ------------         ------------    ------------    ------------
                                                                                                      
Large Cap Growth                     76,665             $45.78         397,319              $45.78          36,999         $45.78
Active Bond                          35,774              27.71       1,749,724               27.71          15,438          27.71
International Equity Index           34,021              16.70         130,662               11.45          15,668          16.70
Small Cap Growth                    123,545              11.45         156,574               15.55          46,500          11.49
Global Balanced                       8,927              10.40           2,590               10.40           4,960          10.40
Mid Cap Growth                      215,644              12.47         623,532               12.46          79,799          12.46
Large Cap Value                     157,978              17.00         836,878               17.00          67,332          17.00
Money Market                        233,821              19.68         316,766               19.68          26,442          19.68
Large/Mid Cap Value II               81,597              15.49          67,053               15.45          35,901          15.45
Small/Mid Cap Growth                 36,326              17.91         220,174               17.92          10,89?          17.92
Real Estate Equity                   15,072              29.30          97,410               29.30          10,503          29.30
Growth & Income                     174,094              44.19       1,380,190               44.19          96,188          44.19
Managed                              70,676              35.38       1,110,650               35.38          38,247          35.38
Short-Term Bond                       7,638              14.94          23,405               14.94           3,339          14.94
Small Cap Equity                     67,638               8.42         265,813                8.42          33,190           8.42
International Opportunities          44,737               9.80       1,286,515                9.80          20,196           9.80
Equity Index                        273,782              16.51       2,177,283               16.51          92,032          16.51
Global Bond                          29,182              13.72          40,108               13.72          10,905          13.72
Turner Core Growth                    5,727              15.69           5,145               15.69              30          15.70
Brandes International Equity         17,563              14.34          11,740               14.34           1,057          14.34


                                       155



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

             NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

                               September 30, 2001

5. Net Assets (continued)



                                     UV MVL Class #3                    UV Flex Class #4                  UV Flex II Class #5
                            -------------------------------    -------------------------------     -------------------------------
                            Accumulation       Accumulation    Accumulation       Accumulation     Accumulation       Accumulation
Subaccount                     Shares          Share Values       Shares          Share Values        Shares          Share Values
- ----------                  ------------       ------------    ------------       ------------     ------------       ------------
                                                                                                   
Frontier Capital
  Appreciation                  3,796             $17.82           3,384             $17.82              532             $17.82
Emerging Markets
  Equity                       45,506               5.69          43,948               5.70           10,568               5.70
Bond Index                     54,866              12.34         359,122              12.34            1,562              12.34
Small/Mid Cap CORE              7,071               9.38          25,751               9.38            1,652               9.38
High Yield Bond                50,701               8.68          18,040               8.69            3,479               8.69
Clifton Enhanced U.S.
  Equity                        2,377               9.27              --                 --               --                 --
Large Cap Aggressive
  Growth                           --                 --              --                 --               --                 --
Fundamental Growth                 --                 --              --                 --               --                 --
AIM V.I. Value                     --                 --              --                 --               --                 --
Fidelity VIP Growth                --                 --              --                 --               --                 --
Fidelity VIP II Contrafund         --                 --              --                 --               --                 --
Janus Aspen Global
  Technology                       --                 --              --                 --               --                 --
Janus Aspen Worldwide
  Growth                           --                 --              --                 --               --                 --
MFS New Discovery Series           --                 --              --                 --               --                 --
Active Bond II                     --                 --              --                 --               --                 --
Large/Mid Cap Value                --                 --              --                 --               --                 --
Small Cap Value                    --                 --              --                 --               --                 --


                                       156



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

              NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

                               September 30, 2001

5. Net Assets (continued)



                                    UV Vep Class #7                    UV Vep Class #8                    UV Vep Class #9
                            -------------------------------   --------------------------------   ------------------------------
                            Accumulation       Accumulation   Accumulation        Accumulation   Accumulation      Accumulation
Subaccount                     Shares          Share Values      Shares           Share Values      Shares         Share Values
- ----------                  ------------       ------------   ------------        ------------   ------------      ------------
                                                                                                 
Large Cap Growth               25,178             $19.64         16,344              $19.71          3,163            $19.79
Active Bond                    19,153              16.13          6,072               16.19             --                --
International Equity Index     21,942              10.62          2,583               10.66             --                --
Small Cap Growth               15,101              11.43          4,263               11.46             --                --
Global Balanced                   200              10.38             --                  --             --                --
Mid Cap Growth                 26,109              12.44         16,825               12.48             --                --
Large Cap Value                20,288              16.97         20,596               17.01             --                --
Money Market                   46,210              14.22         41,955               14.27             --                --
Large/Mid Cap Value II         29,639              15.47            726               15.52             --                --
Small/Mid Cap Growth            5,751              17.88          5,791               17.95             --                --
Real Estate Equity              1,349              19.05          2,554               19.12             --                --
Growth & Income                88,973              20.04         35,739               20.11          4,126             20.19
Managed                        23,835              18.62         11,961               18.70             --                --
Short-Term Bond                 3,246              14.91             --                  --             --                --
Small Cap Equity               21,043               8.41          3,703                8.43             --                --
International Opportunities    13,401               9.78          9,641                9.81          6,024              9.83
Equity Index                   57,726              16.49         48,206               16.53             --                --
Global Bond                     5,531              16.70             --                  --             --                --
Turner Core Growth                 --                 --             --                  --             --                --
Brandes International Equity      746              14.14         12,290               14.18             --                --


                                       157



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

              NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

                               September 30, 2001



5. Net Assets (continued)
                                       UV Vep Class #7                      UV Vep Class #8                UV Vep Class #9
                              -------------------------------      ------------------------------    --------------------------
                              Accumulation       Accumulation      Accumulation      Accumulation    Accumulation  Accumulation
    Subaccount                   Shares          Share Values         Shares         Share Values       Shares     Share Values
    ----------                ------------       ------------      ------------      ------------    ------------  ------------
                                                                                                      
Frontier Capital
  Appreciation ..............      285            $ 19.20              2,515            $ 19.25             --            --
Emerging Markets Equity .....    6,711               5.69                841               5.70             --            --
Bond Index ..................      562              12.33                235              12.35             --            --
Small/Mid Cap CORE ..........   17,345               9.37              1,500               9.39             --            --
High Yield Bond .............    1,927               8.68                277               8.69             --            --
Clifton Enhanced U.S.
  Equity ....................       --                 --                 --                 --             --            --
Large Cap Aggressive
  Growth ....................      227               6.02                 --                 --             --            --
Fundamental Growth ..........    1,268               5.55                 --                 --             --            --
AIM V.I. Value ..............      606               6.66              1,252               6.67             --            --
Fidelity VIP Growth .........      407               6.31                 --                 --             --            --
Fidelity VIP II Contrafund ..      637               7.81              1,157               7.88             --            --
Janus Aspen Global
  Technology ................      540               3.21                 --                 --             --            --
Janus Aspen Worldwide
  Growth ....................      544               5.69                 --                 --             --            --
MFS New Discovery Series ....    1,630               7.50              9,088               7.51             --            --
Active Bond II ..............      243              11.37                 --                 --             --            --
Large/Mid Cap Value .........      572               8.78                 --                 --             --            --
Small Cap Value .............      951               9.06                 --                 --             --            --


                                       158



                         Report of Independent Auditors

To the Policyholders of,
John Hancock Variable Life Insurance Account UV
of John Hancock Mutual Life Insurance Company


     We have audited the accompanying statement of assets and liabilities of
John Hancock Variable Life Insurance Account UV (the Account) (comprising,
respectively, the Large Cap Growth, Active Bond (formerly, Sovereign Bond),
International Equity Index, Small Cap Growth, Global Balanced, Mid Cap Growth,
Large Cap Value, Money Market, Mid Cap Value, Small/Mid Cap Growth, Real Estate
Equity, Growth & Income, Managed, Short-Term Bond, Small Cap Equity (formerly,
Small Cap Value), International Opportunities, Equity Index, Global Bond
(formerly, Strategic Bond), Turner Core Growth, Brandes International Equity,
Frontier Capital Appreciation, Emerging Markets Equity, Bond Index, Small/Mid
Cap CORE, High Yield Bond, Clifton Enhanced US Equity, Large Cap Aggressive
Growth, Fundamental Growth (formerly, Fundamental Mid Cap Growth), Aim V.I.
Value, Fidelity VIP Growth, Fidelity VIP II Contrafund, Janus Aspen Global
Technology, Janus Aspen Worldwide Growth, and MFS New Discovery Series
Subaccounts) as of December 31, 2000, and the related statements of operations
and changes in net assets for each of the periods indicated therein. These
financial statements are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

     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 Life Insurance Account UV at
December 31, 2000, the results of their operations and changes in their net
assets for each of the periods indicated, in conformity with accounting
principles generally accepted in the United States.

                                                           /S/ ERNST & YOUNG LLP


Boston, Massachusetts
February 13, 2001

                                       159



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                       STATEMENT OF ASSETS AND LIABILITIES

                                December 31, 2000




                                                                                         Active     International   Small Cap
                                                                     Large Cap Growth     Bond       Equity Index      Growth
                                                                        Subaccount     Subaccount    Subaccount     Subaccount
                                                                        ----------     ----------    ----------     ----------
                                                                                                        
Assets
Cash ..............................................................             --             --             --            --
Investments in shares of portfolios of John Hancock Variable
  Series Trust I, at value ........................................    $40,309,354   $ 87,068,487   $ 6,443,455    $ 6,381,819
Investments in shares of portfolios of Outside Trust, at value ....             --             --            --             --
Policy loans and accrued interest receivable ......................      2,988,024     10,894,073       440,884          8,939
Receivable from:
   John Hancock Variable Series Trust I ...........................         78,996         43,980         3,951             --
   Portfolio of Outside Trusts ....................................             --             --            --             --
                                                                       -----------   ------------   -----------    -----------
Total assets ......................................................     43,376,374     98,006,540     6,888,290      6,390,758
Liabilities
Payable to:
   John Hancock Variable Life Insurance Company ...................         76,877         40,173         3,625          8,618
   Portfolio of Outside Trusts ....................................             --             --            --             --
Asset charges payable .............................................          2,119          3,807           326            321
                                                                       -----------   ------------   -----------    -----------
Total liabilities .................................................         78,996         43,980         3,951          8,939
                                                                       -----------   ------------   -----------    -----------
Net assets ........................................................    $43,297,378   $ 97,962,560   $ 6,884,339    $ 6,381,819
                                                                       ===========   ============   ===========    ===========


                                                                                        Mid Cap         Large
                                                                     Global Balanced     Growth       Cap Value    Money Market
                                                                        Subaccount     Subaccount    Subaccount     Subaccount
                                                                        ----------     ----------    ----------     ----------
                                                                                                        
Assets
Cash                                                                            --             --            --        $(1,285)
Investments in shares of portfolios of John Hancock Variable
  Series Trust I, at value ........................................      $ 173,721   $ 14,676,946   $14,990,188     23,979,125
Investments in shares of portfolios of Outside Trusts, at value ...             --             --            --             --
Policy loans and accrued interest receivable ......................             --             --            --      2,237,889
Receivable from:
  John Hancock Variable Series Trust I ............................            171         29,614        13,493        413,212
  Portfolio of Outside Trust ......................................             --             --            --             --
                                                                       -----------   ------------   -----------    -----------
Total assets ......................................................        173,892     14,706,560    15,003,681     26,628,941
Liabilities
Payable to:
  John Hancock Variable Life Insurance Company ....................            162         28,877        12,748        411,972
  Portfolio of Outside Trusts .....................................             --             --            --             --
Asset charges payable .............................................              9            737           745          1,241
                                                                       -----------   ------------   -----------    -----------
Total liabilities .................................................            171         29,614        13,493        413,213
                                                                       -----------   ------------   -----------    -----------
Net assets ........................................................    $   173,721   $ 14,676,946   $14,990,188    $26,215,728
                                                                       ===========   ============   ===========    ===========


See accompanying notes.

                                       160



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                 STATEMENT OF ASSETS AND LIABILITIES (continued)

                                December 31, 2000




                                                                                        Small/Mid       Real
                                                                      Mid Cap Value    Cap Growth  Estate Equity Growth & Income
                                                                        Subaccount     Subaccount    Subaccount     Subaccount
                                                                       ------------   ------------  ------------  -------------

                                                                                                     
Assets
Cash ..............................................................             --             --   $         3             --
Investments in shares of portfolios of John Hancock Variable
  Series Trust I, at value ........................................    $ 8,399,009    $ 5,855,422     5,654,199   $233,488,134
Investments in shares of portfolios of Outside Trust, at value ....             --             --            --             --
Policy loans and accrued interest receivable ......................             --             --       348,571     33,998,401
Receivable from:
   John Hancock Variable Series Trust I                                                     8,739         26,900        49,159
   Portfolio of Outside Trusts ....................................         52,486             --            --             --
                                                                       -----------    -----------   -----------   ------------
Total assets ......................................................      8,451,495      5,864,161     6,029,673    267,535,694
Liabilities
Payable to:
   John Hancock Variable Life Insurance Company ...................         52,072          8,446        26,610         39,397
   Portfolio of Outside Trusts ....................................             --             --            --             --
Asset charges payable .............................................            414            293           290          9,763
                                                                       -----------    -----------   -----------   ------------
Total liabilities .................................................         52,486          8,739        26,900         49,160
                                                                       -----------    -----------   -----------   ------------
Net assets ........................................................    $ 8,399,009    $ 5,855,422   $ 6,002,773   $267,486,534
                                                                       ===========    ===========   ===========   ============


                                                                                       Short-Term    Small Cap     International
                                                                         Managed         Bond         Equity       Opportunities
                                                                        Subaccount     Subaccount    Subaccount     Subaccount
                                                                       ------------   ------------  ------------   ------------
                                                                                                      
Assets
Cash ..............................................................         $ (685)            --            --             --
Investments in shares of portfolios of John Hancock Variable
   Series Trust I, at value .......................................     98,868,851      $ 356,968   $ 4,141,822   $ 10,859,971
Investments in shares of portfolios of Outside Trust, at value ....             --             --            --             --
Policy loans and accrued interest receivable ......................     13,608,061             --            --             --
Receivable from:
John Hancock Variable Series Trust I ..............................         17,989            192         1,324         13,244
Outside Trust .....................................................             --             --            --             --
                                                                      ------------      ---------   -----------   ------------
Total assets ......................................................    112,494,216        357,160     4,143,146     10,873,215
Liabilities
Payable to:
John Hancock Variable Life Insurance Company ......................         12,682            174         1,117         12,716
Outside Trust .....................................................             --            --            --              --
Asset charges payable .............................................          5,307             18           207            528
                                                                      ------------      ---------   -----------   ------------
Total liabilities .................................................         17,989            192         1,324         13,244
                                                                      ------------      ---------   -----------   ------------
Net assets ........................................................   $112,476,227      $ 356,968   $ 4,141,822   $ 10,859,971
                                                                      ============      =========   ===========   ============


See accompanying notes.
                                       161



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                 STATEMENT OF ASSETS AND LIABILITIES (continued)

                                December 31, 2000



                                                                                                                       Brandes
                                                                                                       Turner       International
                                                                        Equity Index   Global Bond   Core Growth       Equity
                                                                         Subaccount     Subaccount    Subaccount     Subaccount
                                                                         ----------     ----------    ----------     ----------
                                                                                                      
Assets
Cash ..............................................................             --             --            --             --
Investments in shares of portfolios of John Hancock Variable
   Series Trust I, at value .......................................   $ 50,096,716    $ 1,139,861            --             --
Investments in shares of portfolios of Outside Trust, at value ....             --             --     $ 370,494    $ 1,169,206
Policy loans and accrued interest receivable ......................             --             --            --             --
Receivable from:
  John Hancock Variable Series Trust I ............................         10,356            243            --             --
  Portfolio of Outside Trusts .....................................             --             --            18             57
                                                                      ------------    -----------     ---------    -----------
Total assets ......................................................     50,107,072      1,140,104       370,512      1,169,263
Liabilities
Payable to:
  John Hancock Variable Life Insurance Company ....................          7,866            187            --             --
  Portfolio of Outside Trusts .....................................             --             --            --             --
Asset charges payable .............................................          2,490             56            18             57
                                                                      ------------    -----------     ---------    -----------
Total liabilities .................................................         10,356            243            18             57
                                                                      ------------    -----------     ---------    -----------
Net assets ........................................................   $ 50,096,716    $ 1,139,861     $ 370,494    $ 1,169,206
                                                                      ============    ===========     =========    ===========


                                                                                         Emerging
                                                                      Frontier Capital    Markets                     Small/Mid
                                                                        Appreciation      Equity      Bond Index      Cap CORE
                                                                         Subaccount     Subaccount    Subaccount     Subaccount
                                                                         ----------     ----------    ----------     ----------
                                                                                                        
Assets
Cash ..............................................................             --             --            --             --
Investments in shares of
  portfolios of John Hancock Variable
  Series Trust I, at value ........................................             --      $ 741,352     $ 265,912      $ 559,551
Investments in shares of
portfolios of Outside
Trust, at value ...................................................      $ 516,716             --            --             --
Policy loans and accrued interest receivable ......................             --             --            --             --
Receivable from:
  John Hancock Variable Series Trust I ............................             --          7,964            13             28
  Portfolio of Outside Trusts .....................................             26             --            --             --
                                                                         ---------      ---------     ---------      ---------
Total assets ......................................................        516,742        749,316       265,925        559,579
Liabilities
Payable to:
  John Hancock Variable Life Insurance Company ....................             --          7,928            --             --
  Portfolio of Outside Trusts .....................................             --             --            --             --
Asset charges payable .............................................             26             36            13             28
                                                                         ---------      ---------     ---------      ---------
Total liabilities .................................................             26          7,964            13             28
                                                                         ---------      ---------     ---------      ---------
Net assets ........................................................      $ 516,716      $ 741,352     $ 265,912      $ 559,551
                                                                         =========      =========     =========      =========


See accompanying notes.

                                                                   162









                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (continued)

                               December 31, 2000



                                                                                         Clifton       Large Cap
                                                                          High          Enhanced      Aggressive   Fundamental
                                                                       Yield Bond       US Equity       Growth        Growth
                                                                       Subaccount       Subaccount    Subaccount    Subaccount
                                                                       ----------       ----------    ----------    ----------
                                                                                                         
Assets
Cash ............................................................               --             --            --             --
Investments in shares of portfolios of John Hancock Variable
  Series Trust I, at value ......................................      $ 1,379,867       $ 23,295       $ 1,934       $ 13,253
Investments in shares of portfolios of Outside Trust, at value ..               --             --            --             --
Policy loans and accrued interest receivable ....................               --             --            --             --
  Receivable from: ..............................................                                          --             --
  John Hancock Variable Series Trust I ..........................               68              1            --              1
Portfolio of Outside Trusts .....................................               --             --            --             --
                                                                       -----------       --------       -------       --------
Total assets ....................................................        1,379,935         23,296         1,934         13,254
Liabilities
Payable to:
  John Hancock Variable Life Insurance Company ..................               --             --            --              1
  Portfolio of Outside Trusts ...................................               --             --            --             --
Asset charges payable ...........................................               68              1            --             --
                                                                       -----------       --------       -------       --------
Total liabilities ...............................................               68              1            --              1
                                                                       -----------       --------       -------       --------
Net assets ......................................................      $ 1,379,867       $ 23,295       $ 1,934       $ 13,253
                                                                       ===========       ========       =======       ========



                                                                                                       Fidelity      Janus Aspen
                                                                                       Fidelity VIP     VIP II         Global
                                                                       AIM V.I. Value     Growth      Contrafund     Technology
                                                                         Subaccount     Subaccount    Subaccount     Subaccount
                                                                       --------------  ------------   ----------     ----------
                                                                                                        
Assets
Cash ............................................................               --             --            --             --
Investments in shares of portfolios of John Hancock Variable
  Series Trust I, at value ......................................               --             --            --             --
Investments in shares of portfolios of Outside
  Trust, at value ...............................................          $ 5,292        $ 4,228       $ 6,507        $ 3,755
Policy loans and accrued interest receivable ....................               --             --            --             --
Receivable from: ................................................                                            --             --
  John Hancock Variable Series Trust I ..........................               --             --            --             --
  Portfolio of Outside Trusts ...................................               --             --            --             --
                                                                           -------        -------       -------        -------
Total assets ....................................................            5,292          4,228         6,507          3,755
Liabilities
Payable to:
  John Hancock Variable Life Insurance Company ..................               --             --            --             --
  Portfolio of Outside Trusts ...................................               --             --            --             --
Asset charges payable ...........................................               --             --            --             --
                                                                           -------        -------       -------        -------
Total liabilities ...............................................               --             --            --             --
                                                                           -------        -------       -------        -------
Net assets ......................................................          $ 5,292        $ 4,228       $ 6,507        $ 3,755
                                                                           =======        =======       =======        =======


See accompanying notes.

                                       163



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                 STATEMENT OF ASSETS AND LIABILITIES (continued)

                                December 31, 2000



                                                                     Janus Aspen        MFS New
                                                                      Worldwide        Discovery
                                                                        Growth           Series
                                                                      Subaccount       Subaccount
                                                                      ----------       ----------
                                                                                 
Assets
Cash ..........................................................               --               --
Investments in shares of portfolios of John Hancock Variable
  Series Trust I, at value ....................................               --               --
Investments in shares of portfolios of Outside Trust,
  at value ....................................................       $    4,664       $   18,807
Policy loans and accrued interest receivable ..................               --               --
Receivable from:
   John Hancock Variable Series Trust I .......................               --               --
   Portfolio of Outside Trusts ................................               --                1
                                                                      ----------       ----------
Total assets ..................................................            4,664           18,808
Liabilities
Payable to:
   John Hancock Variable Life Insurance Company ...............               --               --
   Portfolio of Outside Trusts ................................               --               --
Asset charges payable .........................................               --                1
                                                                      ----------       ----------
Total liabilities .............................................               --                1
                                                                      ----------       ----------
Net assets ....................................................       $    4,664       $   18,807
                                                                      ==========       ==========

See accompanying notes.

                                       164



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                            STATEMENTS OF OPERATIONS

                      Years and periods ended December 31,



                                                       Large Cap Growth Subaccount                      Active Bond Subaccount
                                               -----------------------------------------   -----------------------------------------
                                                 2000            1999            1998          2000           1999           1998
                                               -----------     ----------     ----------    ----------     ----------    -----------
Investment income:
Distributions received from:
                                                                                                       
   John Hancock Variable Series Trust I ....   $ 6,351,461     $6,381,711     $2,836,032    $5,048,654     $5,184,234    $5,266,576
   Outside Trusts ..........................            --             --             --            --             --            --
   Interest income on policy loans .........       223,081        161,454        128,186       769,530        750,673       727,807
                                               -----------     ----------     ----------    ----------     ----------    ----------
Total investment income ....................     6,574,542      6,543,165      2,964,218     5,818,184      5,934,907     5,994,383
Expenses:
Mortality and expense risks ................       286,716        213,770        143,859       485,231        452,925       415,570
                                               -----------     ----------     ----------    ----------     ----------    ----------
Net investment income ......................     6,287,826      6,329,395      2,820,359     5,332,953      5,481,982     5,578,813
Net realized and unrealized gain
   (loss) on investments:
  Net realized gains (losses) ..............    1,809,410      1,146,308        433,509    (1,058,175)      (388,883)     (142,628)
  Net unrealized appreciation (depreciation)
    during the period ......................  (17,039,660)       320,087      4,558,660     3,862,398     (5,439,148)     (102,600)
                                               -----------     ----------     ----------    ----------     ----------    ----------
Net realized and unrealized gain
  (loss) on investments ....................   (15,230,250)     1,466,395      4,992,169     2,804,223     (5,828,031)     (245,228)
                                               -----------     ----------     ----------    ----------     ----------    ----------
Net increase (decrease) in net assets
  resulting from operations ................   $(8,942,424)    $7,795,790     $7,812,528    $8,137,176     $ (346,049)   $5,333,585
                                               ===========     ==========     ==========    ==========     ==========    ==========



                                                 International Equity Index Subaccount             Small Cap Growth Subaccount
                                               -----------------------------------------   -----------------------------------------
                                                   2000           1999           1998          2000           1999           1998
                                               -----------     ----------       --------   -----------     ----------      --------
Investment income:
Distributions received from:
                                                                                                              
John Hancock Variable Series Trust I .......     $ 334,135      $ 212,869       $743,339     $ 621,346       $ 43,433           $--
Outside Trusts .............................            --             --             --            --             --            --
Interest income on policy loans ............        29,828         20,538         17,802            --             --            --
                                               -----------     ----------       --------   -----------     ----------      --------
Total investment income ....................       363,963        233,407        761,141       621,346        543,433            --
Expenses:
Mortality and expense risks ................        41,808         32,838         26,542        39,379         15,809         8,233
                                               -----------     ----------       --------   -----------     ----------      --------
Net investment income (loss) ...............       322,155        200,569        734,599       581,967        527,624        (8,233)
Net realized and unrealized gain (loss)
  on investments:

Net realized gains .........................        76,586         62,140         52,891       159,388         48,210        21,741
Net unrealized appreciation (depreciation)
  during the period ........................    (1,706,468)     1,295,768         13,239    (2,654,137)     1,125,829       204,674
                                               -----------     ----------       --------   -----------     ----------      --------
Net realized and unrealized gain (loss)
  on investments ...........................    (1,629,882)     1,357,908         66,130    (2,494,749)     1,174,039       226,415
                                               -----------     ----------       --------   -----------     ----------      --------
Net increase (decrease) in net assets
  resulting from operations ................   $(1,307,727)    $1,558,477       $800,729   $(1,912,782)    $1,701,663      $218,182
                                               ===========     ==========       ========   ===========     ==========      ========


See accompanying notes.
                                                                  165



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (continued)

                      Years and periods ended December 31,




                                                        Global Balanced Subaccount                 Mid Cap Growth Subaccount
                                                  --------------------------------------   ----------------------------------------
                                                    2000           1999           1998        2000            1999           1998
                                                  --------        -------        -------   -----------     ----------      --------
Investment income:
Distributions received from:
                                                                                                         
  John Hancock Variable Series Trust I ........   $  8,232        $17,211        $12,240   $ 2,284,720     $1,373,009      $130,303
  Outside Trusts ..............................         --             --             --            --             --            --
  Interest income on policy loans .............         --             --             --            --             --            --
                                                  --------        -------        -------   -----------     ----------      --------
Total investment income .......................      8,232         17,211         12,240     2,284,720      1,373,009       130,303
Expenses:
  Mortality and expense risks .................      1,034          1,267            826       101,903         34,834         5,242
                                                  --------        -------        -------   -----------     ----------      --------
Net investment income .........................      7,198         15,944         11,414     2,182,817      1,338,175       125,061
Net realized and unrealized gain (loss)
  on investments:
  Net realized gains (losses) .................     (3,641)         1,061          1,050     1,892,763        420,826        26,192
  Net unrealized appreciation (depreciation)
    during the period .........................    (21,945)        (8,559)        12,294   (11,690,290)     4,283,452       193,946
                                                  --------        -------        -------   -----------     ----------      --------
Net realized and unrealized gain (loss)
  on investments ..............................    (25,586)        (7,498)        13,344    (9,797,527)     4,704,278       220,138
                                                  --------        -------        -------   -----------     ----------      --------
Net increase (decrease) in net assets
  resulting from operations ...................   $(18,388)       $ 8,446        $24,758   $(7,614,710)    $6,042,453      $345,199
                                                  ========        =======        =======   ===========     ==========      ========



                                                       Large Cap Value Subaccount                   Money Market Subaccount
                                                ----------------------------------------    ---------------------------------------
                                                   2000            1999           1998         2000           1999          1998
                                                ----------       --------       --------    ----------     ----------    ----------
Investment income:
Distributions received from:
                                                                                                       
  John Hancock Variable Series Trust I ........ $  759,319       $511,132       $185,232    $1,260,525     $1,134,371    $2,249,510
  Outside Trusts ..............................         --             --             --            --             --            --
  Interest income on policy loans .............         --             --             --       162,299        155,491       154,162
                                                ----------       --------       --------    ----------     ----------    ----------
Total investment income .......................    759,319        511,132        185,232     1,422,824      1,289,862     2,403,672
Expenses:
  Mortality and expense risks .................     65,992         36,983         15,356       132,261        146,758       263,735
                                                ----------       --------       --------    ----------     ----------    ----------
Net investment income .........................    693,327        474,149        169,876     1,290,563      1,143,104     2,139,937
Net realized and unrealized gain (loss) on
   investments:
  Net realized gains (losses) .................    (47,306)       123,242         68,953            --             --            --
  Net unrealized appreciation (depreciation)
    during the period .........................    854,807       (499,454)        64,132            --             --            --
                                                ----------       --------       --------    ----------     ----------    ----------
Net realized and unrealized gain
  (loss) on investments .......................    807,501       (376,212)       133,085            --             --            --
                                                ----------       --------       --------    ----------     ----------    ----------
Net increase in net assets resulting from
  operations .................................. $1,500,828       $ 97,937       $302,961    $1,290,563     $1,143,104    $2,139,937
                                                ==========       ========       ========    ==========     ==========    ==========


See accompanying notes.

                                                                  166



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (continued)

                      Years and periods ended December 31,



                                                  Mid Cap Value Subaccount               Small/Mid Cap Growth Subaccount
                                          --------------------------------------     --------------------------------------
                                             2000           1999          1998          2000            1999         1998
                                          ----------     ---------    ----------     ----------       --------    ---------
Investment income:
Distributions received from:
                                                                                                 
  John Hancock Variable Series Trust I .. $  861,684     $  30,563    $   53,920     $  603,438       $840,786    $  93,281
  Outside Trusts ........................         --            --            --             --             --           --
  Interest income on policy loans .......         --            --            --             --             --           --

Total investment income .................    861,684        30,563        53,920        603,438        840,786       93,281
Expenses:
  Mortality and expense risks ...........     36,705        28,106        34,857         32,879         30,491       26,942
                                          ----------     ---------    ----------     ----------       --------    ---------
Net investment income ...................    824,979         2,457        19,063        570,559        810,295       66,339
Net realized and unrealized gain
  (loss) on investments:
  Net realized gains (losses) ...........    (47,013)     (547,518)       74,634       (136,669)        16,952       33,249
  Net unrealized appreciation
    (depreciation) during the period ....    853,987       657,486      (944,401)        (2,663)      (590,295)     126,465
                                          ----------     ---------    ----------     ----------       --------    ---------
Net realized and unrealized gain
  (loss) on investments .................    806,974       109,968      (869,767)      (139,332)      (573,343)     159,714
                                          ----------     ---------    ----------     ----------       --------    ---------
Net increase (decrease) in net assets
  resulting from operations ............. $1,631,953     $ 112,425    $ (850,704)    $  431,227       $236,952    $ 226,053
                                          ==========     =========    ==========     ==========       ========    =========





                                                   Real Estate Equity Subaccount              Growth & Income Subaccount
                                             ----------------------------------------  -----------------------------------------
                                                2000           1999           1998         2000            1999          1998
                                             ----------      ---------    -----------  ------------    -----------   -----------
Investment income:
Distributions received from:
                                                                                                   
  John Hancock Variable Series Trust I ..    $  471,363      $ 262,930    $   343,976  $ 43,732,520    $35,057,066   $26,306,209
  Outside Trusts ........................            --             --             --            --             --            --
  Interest income on policy loans .......        21,486         17,361         17,260     2,428,588      2,279,107     1,996,131
                                             ----------      ---------    -----------  ------------    -----------   -----------
Total investment income .................       492,849        280,291        361,236    46,161,108     37,336,173    28,302,340
Expenses:
  Mortality and expense risks ...........        27,585         24,900         33,890     1,733,223      1,779,482     1,466,469
                                             ----------      ---------    -----------  ------------    -----------   -----------
Net investment income ...................       465,264        255,391        327,346    44,427,885     35,556,691    26,835,871
Net realized and unrealized gain
  (loss) on investments:
  Net realized gains (losses) ...........      (159,205)      (168,994)       158,205    18,300,286      5,502,422     3,223,935
  Net unrealized appreciation
    (depreciation) during the period ....       919,904       (220,380)    (1,546,717)  (96,829,044)     2,405,417    32,918,552
                                             ----------      ---------    -----------  ------------    -----------   -----------
Net realized and unrealized gain
  (loss) on investments .................       760,699       (389,374)    (1,388,512)  (78,528,758)     7,907,839    36,142,487
                                             ----------      ---------    -----------  ------------    -----------   -----------
Net increase (decrease) in net assets
  resulting from operations .............    $1,225,963      $(133,983)   $(1,061,166) $(34,100,873)   $43,464,530   $62,978,358
                                             ==========      =========    ===========  ============    ===========   ===========


See accompanying notes.
                                                                  167



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (continued)

                      Years and periods ended December 31,



                                                          Managed Subaccount                    Short-Term Bond Subaccount
                                              ------------------------------------------   ------------------------------------
                                                  2000           1999            1998       2000           1999           1998
                                              ------------   ------------    -----------   -------       --------       -------
Investment income:
Distributions received from:
                                                                                                      
   John Hancock Variable Series Trust I ..... $ 11,757,304   $  9,998,433    $ 9,347,788   $17,131       $ 15,539       $27,350
   Outside Trusts ...........................           --             --             --        --             --            --
   Interest income on policy loans ..........           --        953,686        854,487        --             --            --
                                              ------------   ------------    -----------   -------       --------       -------
Total investment income .....................   11,757,304     10,952,119     10,202,275    17,131         15,539        27,350
Expenses:
  Mortality and expense risks ...............      664,664        649,802        577,276     1,637          1,497         2,680
                                              ------------   ------------    -----------   -------       --------       -------
Net investment income .......................   11,092,640     10,302,317      9,624,999    15,494         14,042        24,670
Net realized and unrealized gain
  (loss) on investments:
  Net realized gains (losses) ...............    1,551,519        996,546        791,245    (2,287)        (8,638)          265
  Net unrealized appreciation (depreciation)
    during the period .......................  (12,278,637)    (2,108,530)     6,629,458     6,756         (2,442)       (4,247)
                                              ------------   ------------    -----------   -------       --------       -------
Net realized and unrealized gain
  (loss) on investments .....................  (10,727,118)    (1,111,984)     7,420,703     4,469        (11,080)       (3,982)
                                              ------------   ------------    -----------   -------       --------       -------
Net increase in net assets
  resulting from operations ................. $    365,522   $  9,190,333    $17,045,702   $19,963       $  2,962       $20,688
                                              ============   ============    ===========   =======       ========       =======


                                                       Small Cap Equity Subaccount          International Opportunities Subaccount
                                                 ---------------------------------------   ----------------------------------------
                                                   2000           1999            1998         2000            1999          1998
                                                 ---------      ---------       --------   -----------       --------      --------
Investment income:
Distributions received from:
                                                                                                         
   John Hancock Variable Series Trust I .....    $ 321,253      $  79,585       $ 12,675   $   617,754       $241,151      $ 33,443
   Outside Trusts ...........................           --             --             --            --             --            --
   Interest income on policy loans ..........           --             --             --            --             --            --
                                                 ---------      ---------       --------   -----------       --------      --------
Total investment income .....................      321,253         79,585         12,675       617,754        241,151        33,443
Expenses:
  Mortality and expense risks ...............       23,745         17,680         11,853        53,038         17,937        21,581
                                                 ---------      ---------       --------   -----------       --------      --------
Net investment income .......................      297,508         61,905            822       564,716        223,214        11,862
Net realized and unrealized gain (loss) on
 investments:
 Net realized gains (losses) ................     (110,857)       (33,134)        29,257       348,813        155,412        33,474
 Net unrealized appreciation (depreciation)
  during the period .........................     (668,463)      (148,401)      (105,331)   (2,497,504)       387,412       272,314
                                                 ---------      ---------       --------   -----------       --------      --------
Net realized and unrealized gain
 (loss) on investments ......................     (779,320)      (181,535)       (76,074)   (2,148,691)       542,824       305,788
                                                 ---------      ---------       --------   -----------       --------      --------
Net increase (decrease) in net assets
  resulting from operations .................    $(481,812)     $(119,630)      $(75,252)  $(1,583,975)      $766,038      $317,650
                                                 =========      =========       ========   ===========       ========      ========


See accompanying notes.

                                       168



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (continued)

                      Years and periods ended December 31,




                                                          Equity Index Subaccount                    Global Bond Subaccount
                                               ----------------------------------------         ------------------------------------
                                                   2000            1999           1998          2000           1999           1998
                                               -----------      ---------      ---------      --------       --------       --------
Investment income:
Distributions received from:
                                                                                                          
   John Hancock Variable Series Trust I .....  $ 2,327,055      $ 593,325      $ 185,267      $ 63,032       $ 37,862       $19,628
   Outside Trusts ...........................           --             --             --            --             --            --
   Interest income on policy loans ..........           --             --             --            --             --            --
                                               -----------     ----------     ----------      --------       --------       -------
Total investment income .....................    2,327,055        593,325        185,267        63,032         37,862        19,628
Expenses:
   Mortality and expense risks ..............      185,175         63,950         27,141         5,624          4,084         1,979
                                               -----------     ----------     ----------      --------       --------       -------
Net investment income .......................    2,141,880        529,375        158,126        57,408         33,778        17,649
Net realized and unrealized gain (loss)
  on investments:
   Net realized gains (losses) ..............      485,643        271,978        443,879       (14,302)          (151)        3,991
   Net unrealized appreciation (depreciation)
     during the period ......................   (8,035,375)     1,282,937        585,673        63,359        (52,953)        4,308
                                               -----------     ----------     ----------      --------       --------       -------
Net realized and unrealized gain (loss)
  on investments ............................   (7,549,732)     1,554,915      1,029,552        49,057        (53,104)        8,299
                                               -----------     ----------     ----------      --------       --------       -------
Net increase (decrease) in net assets
  resulting from operations .................  $(5,407,852)    $2,084,290     $1,187,678      $106,465       $(19,326)      $25,948
                                               ===========     ==========     ==========      ========       ========       =======




                                                              Turner Core Growth                   Brandes International Equity
                                                                 Subaccount                                  Subaccount
                                                  --------------------------------------      --------------------------------------
                                                    2000            1999           1998          2000          1999           1998
                                                  --------        -------        -------       -------       --------       --------
                                                                                                          
Investment income:
Distributions received from:
   John Hancock Variable Series Trust I .....           --             --             --            --             --            --
   Outside Trusts ...........................     $ 52,832        $19,328        $ 2,231       $92,935       $ 16,354       $14,444
   Interest income on policy loans ..........           --             --             --            --             --            --
                                                  --------        -------        -------       -------       --------       -------
Total investment income .....................       52,832         19,328          2,231        92,935         16,354        14,444
Expenses:
   Mortality and expense risks ..............        2,215          1,139            565         4,973          2,166         1,158
                                                  --------        -------        -------       -------       --------       -------
Net investment income .......................       50,617         18,189          1,666        87,962         14,188        13,286
Net realized and unrealized gain (loss)
   on investments:
   Net realized gains .......................       20,969         26,736          2,780        13,902         11,526           600
   Net unrealized appreciation (depreciation)
     during the period ......................     (120,040)        23,628         22,686       (35,201)       122,734         8,581
                                                  --------        -------        -------       -------       --------       -------
Net realized and unrealized gain (loss)
   on investments ...........................      (99,071)        50,364         25,466       (21,299)       134,260         9,181
                                                  --------        -------        -------       -------       --------       -------
Net increase (decrease) in net assets
   resulting from operations ................     $(48,454)       $68,553        $27,132       $66,663       $148,448       $22,467
                                                  ========        =======        =======       =======       ========       =======


See accompanying notes.

                                                                  169



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (continued)

                      Years and periods ended December 31,



                                                  Frontier Capital                       Emerging Markets
                                               Appreciation Subaccount                   Equity Subaccount
                                         -----------------------------------      -------------------------------
                                            2000          1999         1998          2000          1999     1998*
                                         ----------    ---------     -------      ---------      --------   -----
                                                                                          
Investment income:
Distributions received from:
  John Hancock Variable Series
   Trust I ............................          --           --          --      $  63,791      $ 15,636   $   1
  Outside Trusts ......................  $  133,836    $  13,028     $12,832             --            --      --
  Interest income on policy loans .....          --           --          --             --            --      --
                                         ----------    ---------     -------      ---------      --------   -----
Total investment income ...............     133,836       13,028      12,832         63,791        15,636       1
Expenses:
  Mortality and expense risks .........       3,700        4,257      13,446          5,200           466      --
                                         ----------    ---------     -------      ---------      --------   -----
Net investment income (loss) ..........     130,136        8,771        (614)        58,591        15,170       1
Net realized and unrealized gain
 (loss) on investments:
  Net realized gains (losses) .........      68,311      (59,550)     23,061         19,902         1,838      (1)
  Net unrealized appreciation
   (depreciation) during the period ...    (175,994)      89,369        (840)      (571,486)       92,713     (48)
                                         ----------    ---------     -------      ---------      --------   -----
Net realized and unrealized gain
 (loss) on investments ................    (107,683)      29,819      22,221       (551,584)       94,551     (49)
                                         ----------    ---------     -------      ---------      --------   -----
Net increase (decrease) in net assets
 resulting from operations ............  $   22,453    $  38,590     $21,607      $(492,993)     $109,721   $ (48)
                                         ==========    =========     =======      =========      ========   =====




                                                   Bond Index Subaccount          Small/Mid Cap CORE Subaccount
                                               -----------------------------     --------------------------------
                                                  2000       1999      1998*        2000         1999      1998*
                                               -------    -------     ------     --------      -------    -------
                                                                                        
Investment income:
Distributions received from:
  John Hancock Variable Series Trust I ......  $ 7,273    $ 2,971     $ 296      $ 22,843      $ 6,699    $    --
  Outside Trusts ............................       --         --        --            --           --         --
  Interest income on policy loans ...........       --         --        --            --           --         --
                                               -------    -------     ------     --------      -------    -------
Total investment income .....................    7,273      2,971       296        22,843        6,699         --
Expenses:
  Mortality and expense risks ...............      561        270        11         1,051          335         48
                                               -------    -------     ------     --------      -------    -------
Net investment income (loss) ................    6,712      2,701       285        21,792        6,364        (48)
Net realized and unrealized gain (loss) on
 investments:
  Net realized gains (losses) ...............     (607)    (1,613)      (26)        1,505        1,093     (1,957)
  Net unrealized appreciation
   (depreciation) during the period .........    6,100     (1,753)     (147)      (13,928)       4,719      1,888
                                               -------    -------     ------     --------      -------    -------
Net realized and unrealized gain (loss) on
 investments ................................    5,493     (3,366)     (173)      (12,423)       5,812        (69)
                                               -------    -------     ------     --------      -------    -------
Net increase (decrease) in net assets
 resulting from operations ..................  $12,205    $  (665)    $ 112      $  9,369      $12,176    $  (117)
                                               =======    =======     ======     ========      =======    =======


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

See accompanying notes.

                                       170



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (continued)

                      Years and periods ended December 31,



                                                                                                    Large Cap
                                                                                                   Aggressive
                                                                            Clifton Enhanced US      Growth
                                          High Yield Bond Subaccount        Equity Subaccount      Subaccount
                                        ------------------------------    ----------------------   ----------
                                           2000        1999      1998*      2000         1999**      2000***
                                        ---------     ------     -----    --------       -------     -------
Investment income:
Distributions received from:
                                                                                  
  John Hancock Variable Series
    Trust I ........................... $  84,101     $3,011      $ 50          --            --      $   36
  Outside Trusts ......................        --         --        --    $  3,328       $ 1,435          --
  Interest income on policy loans .....        --         --        --          --            --          --
                                        ---------     ------      ----    --------       -------      ------
Total investment income ...............    84,101      3,011        50       3,328         1,435          36
Expenses:
  Mortality and expense risks .........     5,409        220         2         138            61           6
                                        ---------     ------      ----    --------       -------      ------
Net investment income .................    78,692      2,791        48       3,190         1,374          30
Net realized and unrealized gain
  (loss) on investments:
  Net realized gains (losses) .........   (12,114)      (396)      (108)       302            11          (8)
  Net unrealized appreciation
    (depreciation) during the period ..  (188,735)    (1,172)       (19)    (5,562)        1,285        (616)
                                        ---------     ------      -----   --------       -------      ------
Net realized and unrealized gain
  (loss) on investments ...............  (200,849)    (1,568)      (127)    (5,260)        1,296        (624)
                                        ---------     ------      -----   --------       -------      ------
Net increase (decrease) in net assets
  resulting from operations ........... $(122,157)    $1,223      $ (79)  $ (2,070)      $ 2,670      $ (594)
                                        =========     ======      =====   ========       =======      ======




                                         Fundamental            AIM V.I.             Fidelity VIP     Fidelity VIP II
                                            Growth               Value                  Growth          Contrafund
                                          Subaccount           Subaccount             Subaccount        Subaccount
                                         -----------           ----------            ------------     ---------------
                                            2000***              2000***               2000***              2000***
                                         -----------           ----------            ------------     ---------------
Investment income:
Distributions received from:
                                                                                          
  John Hancock Variable Series
    Trust I ...........................     $ 1,361              $   241                    --                 --
  Outside Trusts ......................          --                   --                    --                 --
  Interest income on policy loans .....          --                   --                    --                 --
                                            -------              -------                ------             ------
Total investment income ...............       1,361                  241                    --                 --
Expenses:
  Mortality and expense risks .........          10                   11                $    6             $   12
                                            -------              -------                ------             ------
Net investment income (loss) ..........       1,351                  230                    (6)               (12)
Net realized and unrealized (loss)
  on investments:
  Net realized (losses) ...............         (10)                 (11)                   (7)                (4)
  Net unrealized (depreciation)
    during the period .................      (1,226)              (1,068)                 (525)              (366)
                                            -------              -------                ------             ------
Net realized and unrealized (loss)
  on investments ......................      (1,236)              (1,079)                 (532)              (370)
                                            -------              -------                ------             ------
Net increase (decrease) in net assets
  resulting from operations ...........     $   115              $  (849)               $ (538)            $ (382)
                                            =======              =======                ======             ======


- --------------
  * From May 1, 1998 (commencement of operations).
 ** From May 1, 1999 (commencement of operations).
*** From April 24, 2000 (commencement of operations).

See accompanying notes.

                                                                  171



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (continued)

                      Years and periods ended December 31,



                                                                    Janus Aspen     Janus Aspen
                                                                      Global         Worldwide           MFS New
                                                                    Technology        Growth         Discovery Series
                                                                    Subaccount      Subaccount          Subaccount
                                                                   ------------     -----------      ----------------
                                                                      2000****         2000****          2000***
                                                                   ------------     -----------      ----------------
                                                                                            
Investment income:
Distributions received from:
  John Hancock Variable Series Trust I ...........................          --               --               --
  Outside Trust ..................................................    $     24         $      1               --
  Interest income on policy loans ................................          --               --               --
                                                                      --------         --------          -------
Total investment income ..........................................          24                1               --
Expenses:
  Mortality and expense risks ....................................           8                8          $    19
                                                                      --------         --------          -------
Net investment income (loss) .....................................          16               (7)             (19)
Net realized and unrealized gain (loss) on investments:
  Net realized (losses) ..........................................         (99)             (71)              (7)
  Net unrealized appreciation (depreciation) during the period ...      (1,649)            (717)             197
                                                                      --------         --------          -------
Net realized and unrealized gain (loss) on investments ...........      (1,748)            (788)             190
                                                                      --------         --------          -------
Net increase (decrease) in net assets resulting from operations ..    $ (1,732)        $   (795)         $   171
                                                                      ========         ========          =======


- ---------------
 *** From April 24, 2000 (commencement of operations).
**** From June 29, 2000 (commencement of operations).

See accompanying notes.

                                       172



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                       STATEMENTS OF CHANGES IN NET ASSETS

                      Years and periods ended December 31,



                                                   Large Cap Growth Subaccount                     Active Bond Subaccount
                                           ------------------------------------------    ------------------------------------------
                                               2000           1999           1998            2000           1999           1998
                                           ------------   ------------   ------------    ------------   ------------   ------------
                                                                                                     
Increase (decrease) in net assets
  from operations:
  Net investment income .................. $  6,287,826   $  6,329,395   $  2,820,359    $  5,332,953   $  5,481,982   $  5,578,813
  Net realized gains (losses) ............    1,809,410      1,146,308        433,509      (1,058,175)      (388,883)      (142,628)
  Net unrealized appreciation
   (depreciation) during the period ......  (17,039,660)       320,087      4,558,660       3,862,398     (5,439,148)      (102,600)
                                           ------------   ------------   ------------    ------------   ------------   ------------
Net increase (decrease) in net assets
  resulting from operations ..............   (8,942,424)     7,795,790      7,812,528       8,137,176       (346,049)     5,333,585
From policyholder transactions:
  Net premiums from policyholders ........   16,225,070     10,950,682      6,922,934      26,218,788     11,668,600     10,038,753
  Net benefits to policyholders ..........   (8,421,666)    (5,776,293)    (3,869,320)    (17,903,281)    (7,543,864)    (7,974,328)
  Net increase in policy loans ...........      407,961             --             --         620,295             --             --
                                           ------------   ------------   ------------    ------------   ------------   ------------
Net increase in net assets resulting
  from policyholder transactions .........    8,211,365      5,174,389      3,053,614       8,935,802      4,124,736      2,064,425
                                           ------------   ------------   ------------    ------------   ------------   ------------
Net increase (decrease) in net assets ....     (731,059)    12,970,179     10,866,142      17,072,978      3,778,687      7,398,010
Net assets at beginning of period ........   44,028,437     31,058,258     20,192,116      80,889,582     77,110,895     69,712,885
                                           ------------   ------------   ------------    ------------   ------------   ------------
Net assets at end of period .............. $ 43,297,378   $ 44,028,437   $ 31,058,258    $ 97,962,560   $ 80,889,582   $ 77,110,895
                                           ============   ============   ============    ============   ============   ============




                                              International Equity Index Subaccount             Small Cap Growth Subaccount
                                           ------------------------------------------    ------------------------------------------
                                               2000           1999           1998            2000           1999           1998
                                           ------------   ------------   ------------    ------------   ------------   ------------
                                                                                                     
Increase (decrease) in net
  assets from operations:
  Net investment income (loss) .......     $    322,155   $    200,569   $    734,599    $    581,967   $    527,624   $     (8,233)
  Net realized gains .................           76,586         62,140         52,891         159,388         48,210         21,741
  Net unrealized appreciation
   (depreciation) during the period ..       (1,706,468)     1,295,768         13,239      (2,654,137)     1,125,829        204,674
                                           ------------   ------------   ------------    ------------   ------------   ------------
Net increase (decrease) in net assets
  resulting from operations ..........       (1,307,727)     1,558,477        800,729      (1,912,782)     1,701,663        218,182
From policyholder transactions:
  Net premiums from policyholders ....        2,208,528      1,634,643      1,489,281       4,738,730      1,398,160        891,480
  Net benefits to policyholders ......       (1,307,479)    (1,119,500)    (1,357,312)       (956,063)      (390,180)      (269,586)
  Net increase in policy loans .......          110,023             --             --              --             --             --
                                           ------------   ------------   ------------    ------------   ------------   ------------
Net increase in net assets resulting
  from policyholder transactions .....        1,011,072        515,143        141,969       3,782,667      1,007,980        621,894
                                           ------------   ------------   ------------    ------------   ------------   ------------
Net increase (decrease) in net
  assets .............................         (296,655)     2,073,620        942,698       1,869,885      2,709,643        840,076
Net assets at beginning of period ....        7,180,994      5,107,374      4,164,676       4,511,934      1,802,291        962,215
                                           ------------   ------------   ------------    ------------   ------------   ------------
Net assets at end of period ..........     $  6,884,339   $  7,180,994   $  5,107,374    $  6,381,819   $  4,511,934   $  1,802,291
                                           ============   ============   ============    ============   ============   ============


See accompanying notes.

                                                                  173



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (continued)

                      Years and periods ended December 31,



                                                     Global Balanced Subaccount            Mid Cap Growth Subaccount
                                                 ---------------------------------- --------------------------------------
                                                   2000        1999          1998       2000          1999         1998
                                                 --------    ---------     -------- ------------  -----------   ----------
                                                                                              
Increase (decrease) in net assets
  from operations:

  Net investment income .....................    $  7,198    $  15,944     $ 11,414 $  2,182,817  $ 1,338,175   $  125,061
  Net realized gains (losses) ...............      (3,641)       1,061        1,050    1,892,763      420,826       26,192
  Net unrealized appreciation
    (depreciation) during the period ........     (21,945)      (8,559)      12,294  (11,690,290)   4,283,452      193,946
                                                 --------    ---------     -------- ------------  -----------   ----------
Net increase (decrease) in net assets
  resulting from operations .................     (18,388)       8,446       24,758   (7,614,710)   6,042,453      345,199
From policyholder transactions:
  Net premiums from policyholders ...........      75,380      115,573      150,466   13,112,643    7,041,199      772,359
  Net benefits to policyholders .............     (83,639)    (133,983)     (50,204)  (4,430,561)    (947,660)    (211,806)
Net increase (decrease) in policy loans .....          --           --           --           --           --           --
                                                 --------    ---------     -------- ------------  -----------   ----------
Net increase (decrease) in net assets
  resulting from policyholder transactions ..      (8,259)     (18,410)     100,262    8,682,082    6,093,539      560,553
                                                 --------    ---------     -------- ------------  -----------   ----------
Net increase (decrease) in net assets .......     (26,647)      (9,964)     125,020    1,067,372   12,135,992      905,752
Net assets at beginning of period ...........     200,368      210,332       85,312   13,609,574    1,473,582      567,830
                                                 --------    ---------     -------- ------------  -----------   ----------
Net assets at end of period .................    $173,721    $ 200,368     $210,332 $ 14,676,946  $13,609,574   $1,473,582
                                                 ========    =========     ======== ============  ===========   ==========





                                                    Large Cap Value Subaccount              Money Market Subaccount
                                              -------------------------------------  --------------------------------------
                                                 2000          1999         1998         2000         1999         1998
                                              -----------   ----------   ----------  -----------  -----------  ------------
                                                                                             

Increase (decrease) in net assets
  from operations:
  Net investment income ..................... $   693,327   $  474,149   $  169,876  $ 1,290,563  $ 1,143,104  $  2,139,937
  Net realized gains (losses) ...............     (47,306)     123,242       68,953           --           --            --
  Net unrealized appreciation
    (depreciation) during the period ........     854,807     (499,454)      64,132           --           --            --
                                              -----------   ----------   ----------  -----------  -----------  ------------
Net increase in net assets
  resulting from operations .................   1,500,828       97,937      302,961    1,290,563    1,143,104     2,139,937
From policyholder transactions:
  Net premiums from policyholders ...........   7,024,748    5,449,922    2,321,440   26,609,851   16,733,655     55,692,82
  Net benefits to policyholders .............  (1,798,175)  (1,059,147)    (528,449  (22,265,301) (46,642,184)  (22,850,788)
  Net increase (decrease) in policy loans ...          --           --           --       77,509           --      (198,682
                                              -----------   ----------   ----------  -----------  -----------  ------------
Net increase (decrease) in net assets
  resulting from policyholder transactions ..   5,226,573    4,390,775    1,792,991    4,422,059  (29,908,529)   32,643,354
                                              -----------   ----------   ----------  -----------  -----------  ------------
Net increase (decrease) in net assets .......   6,727,401    4,488,712    2,095,932    5,712,622  (28,765,425)   34,783,291
Net assets at beginning of period ...........   8,268,787    3,774,075    1,678,123   20,503,106   49,268,531    14,485,240
                                              -----------   ----------   ----------  -----------  -----------  ------------
Net assets at end of period ................. $14,990,188   $8,262,787   $3,774,075  $26,215,728  $20,503,106  $ 49,268,531
                                              ===========   ==========   ==========  ===========  ===========  ============


See accompanying notes.
                                                                  174



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (continued)

                      Years and periods ended December 31,




                                                   Mid Cap Value Subaccount                 Small/Mid Cap Growth Subaccount
                                            ----------------------------------------    -----------------------------------------
                                               2000           1999           1998          2000            1999           1998
                                            ----------     -----------    ----------    -----------     -----------   -----------
                                                                                                    
Increase (decrease) in net assets
  from operations:
  Net investment income ................... $  824,979     $     2,457    $   19,063    $   570,559     $   810,295   $    66,339
  Net realized gains (losses) .............    (47,013)       (547,518)       74,634       (136,669)         16,952        33,249
  Net unrealized appreciation
   (depreciation) during the period .......    853,987         657,486      (944,401)        (2,663)       (590,295)      126,465
                                            ----------     -----------    ----------    -----------     -----------   -----------

Net increase (decrease) in net assets
  resulting from operations ...............  1,631,953         112,425      (850,704)       431,227         236,952       226,053
From policyholder transactions:
  Net premiums from policyholders .........  2,895,543       2,086,192     5,639,732      1,474,342       1,533,102     1,812,713
  Net benefits to policyholders ...........   (830,119)     (3,546,814)     (775,357)    (1,536,191)     (1,200,248)   (1,214,489)
  Net increase (decrease) in policy loans .         --              --            --             --              --            --
                                            ----------     -----------    ----------    -----------     -----------   -----------
Net increase (decrease) in net assets
  resulting from policyholder
  transactions ............................  2,065,424      (1,460,622)    4,864,375        (61,849)        332,854       598,224
                                            ----------     -----------    ----------    -----------     -----------   -----------
Net increase (decrease) in net assets .....  3,697,377      (1,348,197)    4,013,671        369,378         569,806       824,277
Net assets at beginning of period .........  4,701,632       6,049,829     2,036,158      5,486,044       4,916,238     4,091,961
                                            ----------     -----------    ----------    -----------     -----------   -----------
Net assets at end of period ............... $8,399,009     $ 4,701,632    $6,049,829    $ 5,855,422     $ 5,486,044   $ 4,916,238
                                            ==========     ===========    ==========    ===========     ===========   ===========



                                                  Real Estate Equity Subaccount                 Growth & Income Subaccount
                                            -----------------------------------------   ------------------------------------------
                                               2000            1999          1998           2000            1999          1998
                                            -----------     -----------   -----------   ------------    ------------  ------------
                                                                                                    
Increase (decrease) in net assets
  from operations:
  Net investment income ................... $   465,264     $   255,391   $   327,346   $ 44,427,885    $ 35,556,691  $ 26,835,871
  Net realized gains (losses) .............    (159,205)       (168,994)      158,205     18,300,286       5,502,422     3,223,935
  Net unrealized appreciation
    (depreciation) during the period ......     919,904        (220,380)   (1,546,717)   (96,829,044)      2,405,417    32,918,552
                                            -----------     -----------   -----------   ------------    ------------  ------------
Net increase (decrease) in net assets
  resulting from operations ...............   1,225,963        (133,983)   (1,061,166)   (34,100,873)     43,464,530    62,978,358
From policyholder transactions:
  Net premiums from policyholders .........   1,762,038         968,627     3,382,263     31,462,247      34,593,082    35,108,834
  Net benefits to policyholders ...........  (1,130,179)     (2,335,552)   (1,663,696)   (71,685,409)    (34,650,911)  (29,649,984)
  Net increase (decrease) in policy loans .     114,851              --        (1,103)     1,310,472              --     3,672,137
                                            -----------     -----------   -----------   ------------    ------------  ------------
Net increase (decrease) in net assets
  resulting from policyholder
  transactions ............................     746,710      (1,366,925)    1,717,464    (38,912,690)        (57,829)    9,130,987
                                            -----------     -----------   -----------   ------------    ------------  ------------
Net increase (decrease) in net assets .....   1,972,673      (1,500,908)      656,298    (73,013,563)     43,406,701    72,109,345

Net assets at beginning of period .........   4,030,100       5,531,008     4,874,710    340,500,097     297,093,396   224,984,051
                                            -----------     -----------   -----------   ------------    ------------  ------------
Net assets at end of period ............... $ 6,002,773     $ 4,030,100   $ 5,531,008   $267,486,534    $340,500,097  $297,093,396
                                            ===========     ===========   ===========   ============    ============  ============




See accompanying notes.
                                       175



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (continued)

                      Years and periods ended December 31,




                                                         Managed Subaccount                       Short-Term Bond Subaccount
                                          -----------------------------------------------    --------------------------------------
                                              2000              1999            1998            2000          1999          1998
                                          -------------    -------------    -------------    ----------    ----------    ----------
Increase (decrease) in net assets
  from operations:
                                                                                                       
  Net investment income ................  $  11,092,640    $  10,302,317    $   9,624,999    $   15,494    $   14,042    $   24,670
  Net realized gains (losses) ..........      1,551,519          996,546          791,245        (2,287)       (8,638)          265
  Net unrealized appreciation
    (depreciation) during the period ...    (12,278,637)      (2,108,530)       6,629,458         6,756        (2,442)       (4,247)

Net increase in net assets
  resulting from operations ............        365,522        9,190,333       17,045,702        19,963          2,962       20,688
From policyholder transactions:
  Net premiums from policyholders .......     12,192,565      13,430,282       13,116,210       167,135        109,732      420,697
  Net benefits to policyholders .........    (19,842,234)    (14,305,859)     (14,539,301)      (69,043)      (370,270)     (71,999)
  Net increase in policy loans ..........        630,955              --        1,134,137            --             --           --
                                          --------------   -------------    -------------    ----------     ----------   ----------
Net increase (decrease) in net assets
  resulting from policyholder
  transactions ..........................    (7,018,714)        (875,577)        (288,954)       98,092      (260,538)      348,698
                                          -------------    -------------    -------------    ----------    ----------    ----------
Net increase (decrease) in net assets ...    (6,653,192)       8,314,756       16,756,748       118,055      (257,576)      369,386
Net assets at beginning of period .......   119,129,419      110,814,663       94,057,915       238,913       496,489       127,103
                                          -------------    -------------    -------------    ----------    ----------    ----------
Net assets at end of period ............. $ 112,476,227    $ 119,129,419    $ 110,814,663    $  356,968    $  238,913    $  496,489
                                          =============    =============    =============    ==========    ==========    ==========





                                                    Small Cap Equity Subaccount             International Opportunities Subaccount
                                             ------------------------------------------   -----------------------------------------
                                                 2000           1999           1998           2000           1999          1998
                                             ------------   ------------   ------------   ------------   ------------  ------------
Increase (decrease) in net assets
  from operations:
                                                                                                     
  Net investment income .................    $    297,508   $     61,905   $        822   $    564,716   $    223,214  $     11,862
  Net realized gains (losses) ...........        (110,857)       (33,134)        29,257        348,813        155,412        33,474
  Net unrealized appreciation
    (depreciation)during the period .....        (668,463)      (148,401)      (105,331)    (2,497,504)       387,412       272,314
                                             ------------   ------------   ------------   ------------   ------------  ------------
Net increase (decrease) in net assets
  resulting from operations .............        (481,812)      (119,630)       (75,252)    (1,583,975)       766,038       317,650
From policyholder transactions:
  Net premiums from policyholders .......       1,608,648      1,483,922      1,644,666      9,284,275      2,354,681     3,814,201
  Net benefits to policyholders .........        (452,404)      (447,402)      (270,585)      (469,272)    (3,673,500)     (339,134)
  Net increase (decrease)in policy
    loans ...............................              --             --             --             --             --            --
                                             ------------   ------------   ------------   ------------   ------------  ------------
Net increase (decrease) in net assets
  resulting from policyholder
  transactions ..........................       1,156,242      1,036,520      1,374,081      8,815,003     (1,318,819)    3,475,067
                                             ------------   ------------   ------------   ------------   ------------  ------------
Net increase (decrease)in net assets.....         674,430        916,890      1,298,829      7,231,028       (552,781)    3,792,717
Net assets at beginning of period .......       3,467,392      2,550,502      1,251,673      3,628,943      4,181,724       389,007
                                             ------------   ------------   ------------   ------------   ------------  ------------
Net assets at end of period .............    $  4,141,822   $  3,467,392   $  2,550,502   $ 10,859,971   $  3,628,943  $  4,181,724
                                             ============   ============   ============   ============   ============  ============

See accompanying notes.

                                                                  176



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (continued)

                      Years and periods ended December 31,



                                                    Equity Index Subaccount                         Global Bond Subaccount
                                          --------------------------------------------    -----------------------------------------
                                              2000            1999            1998           2000           1999           1998
                                          ------------    ------------    ------------    -----------    -----------    -----------
                                                                                                      
Increase (decrease) in net assets
  from operations:
  Net investment income ...............   $  2,141,880    $    529,375    $    158,126    $    57,408    $    33,778    $    17,649
  Net realized gains (losses) .........        485,643         271,978         443,879        (14,302)          (151)         3,991
  Net unrealized appreciation
  (depreciation) during the period ....     (8,035,375)      1,282,937         585,673         63,359        (52,953)         4,308
                                          ------------    ------------    ------------    -----------    -----------    -----------
Net increase (decrease) in net assets
  resulting from operations ...........     (5,407,852)      2,084,290       1,187,678        106,465        (19,326)        25,948
From policyholder transactions:
  Net premiums from policyholders .....     43,728,519       6,697,385       4,822,053        396,099        696,619        381,024
  Net benefits to policyholders .......     (2,630,030)     (1,623,429)       (885,493)      (192,421)      (317,999)       (83,865)
  Net increase (decrease) in policy
   loans ..............................             --              --              --             --             --             --
                                          ------------    ------------    ------------    -----------    -----------    -----------
Net increase in net assets resulting
  from policyholder transactions ......     41,098,489       5,073,956       3,936,560        203,678        378,620        297,159
                                          ------------    ------------    ------------    -----------    -----------    -----------
Net increase in net assets ............     35,690,637       7,158,246       5,124,238        310,143        359,294        323,107
Net assets at beginning of period .....     14,406,079       7,247,833       2,123,595        829,718        470,424        147,317
                                          ------------    ------------    ------------    -----------    -----------    -----------
Net assets at end of period ...........   $ 50,096,716    $ 14,406,079    $  7,247,833    $ 1,139,861    $   829,718    $   470,424
                                          ============    ============    ============    ===========    ===========    ===========



                                                                                               Brandes International Equity
                                                   Turner Core Growth Subaccount                         Subaccount
                                             -----------------------------------------    -----------------------------------------
                                                 2000          1999           1998           2000            1999           1998
                                             -----------    -----------    -----------    -----------    -----------    -----------
                                                                                                      
Increase (decrease) in net assets
  from operations:
  Net investment income ..................   $    50,617    $    18,189    $     1,666    $    87,962    $    14,188    $    13,286
  Net realized gains .....................        20,969         26,736          2,780         13,902         11,526            600
  Net unrealized appreciation
   (depreciation) during the period ......      (120,040)        23,628         22,686        (35,201)       122,734          8,581
                                             -----------    -----------    -----------    -----------    -----------    -----------
Net increase (decrease) in net assets
  resulting from operations ..............       (48,454)        68,553         27,132         66,663        148,448         22,467
From policyholder transactions:
  Net premiums from policyholders ........       192,556        109,802         39,070        616,308        152,629        141,892
  Net benefits to policyholders ..........       (31,415)       (45,555)        (9,835)       (39,267)       (31,332)       (34,941)
  Net increase (decrease) in policy
   loans .................................            --             --             --             --             --             --
                                             -----------    -----------    -----------    -----------    -----------    -----------
Net increase in net assets resulting
 from policyholder transactions ..........       161,141         64,247         29,235        577,041        121,297        106,951
                                             -----------    -----------    -----------    -----------    -----------    -----------
Net increase in net assets ...............       112,687        132,800         56,367        643,704        269,745        129,418
Net assets at beginning of period ........       257,807        125,007         68,640        525,502        255,757        126,339
                                             -----------    -----------    -----------    -----------    -----------    -----------
Net assets at end of period ..............   $   370,494    $   257,807    $   125,007    $ 1,169,206    $   525,502    $   255,757
                                             ===========    ===========    ===========    ===========    ===========    ===========


See accompanying notes.
                                                                  177



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (continued)

                      Years and periods ended December 31,



                                                      Frontier Capital Appreciation Subaccount   Emerging Markets Equity Subaccount
                                                      ----------------------------------------   ----------------------------------
                                                        2000          1999             1998        2000         1999         1998*
                                                      ---------    -----------      ----------   ---------    --------     --------
                                                                                                         
Increase (decrease) in net assets from operations:
  Net investment income (loss) ..................     $ 130,136    $     8,771      $     (614)  $  58,591    $ 15,170     $      1
  Net realized gains (losses) ...................        68,311        (59,550)         23,061      19,902       1,838           (1)
  Net unrealized appreciation (depreciation)
   during the period ............................      (175,994)        89,369            (840)   (571,486)     92,713          (48)
                                                      ---------    -----------      ----------   ---------    --------     --------
Net increase (decrease) in net assets resulting
   from operations ..............................        22,453         38,590          21,607    (492,993)    109,721          (48)
From policyholder transactions:
  Net premiums from policyholders ...............       219,803        103,675       2,465,299   1,133,676     336,277          784
  Net benefits to policyholders .................      (179,523)    (2,221,410)       (227,386)   (337,143)     (8,915)          (7)
  Net increase in policy loans ..................            --             --              --          --          --           --
                                                      ---------    -----------      ----------   ---------    --------     --------
Net increase (decrease) in net assets resulting
 from policyholder transactions .................        40,280     (2,117,735)      2,237,913     796,533     327,362          777
                                                      ---------    -----------      ----------   ---------    --------     --------
Net increase (decrease) in net assets ...........        62,733     (2,079,145)      2,259,520     303,540     437,083          729
Net assets at beginning of period ...............       453,983      2,533,128         273,608     437,812         729           --
                                                      ---------    -----------      ----------   ---------    --------     --------
Net assets at end of period .....................     $ 516,716    $   453,983      $2,533,128   $ 741,352    $437,812     $    729
                                                      =========    ===========      ==========   =========    ========     ========




                                                        Bond Index Subaccount             Small/Mid Cap CORE Subaccount
                                                  --------------------------------     -----------------------------------
                                                    2000        1999        1998*         2000         1999         1998*
                                                  --------    --------     -------     ---------     --------     --------
                                                                                                
Increase (decrease) in net assets from
 operations:
  Net investment income (loss) .................. $  6,712    $  2,701     $   285     $  21,792     $  6,364     $    (48)
  Net realized gains (losses) ...................     (607)     (1,613)        (26)        1,505        1,093       (1,957)
  Net unrealized appreciation (depreciation)
   during the period ............................    6,100      (1,753)       (147)      (13,928)       4,719        1,888
                                                  --------    --------     -------     ---------     --------     --------
Net increase (decrease) in net assets
 resulting from operations ......................   12,205        (665)        112         9,369       12,176         (117)
From policyholder transactions:
  Net premiums from policyholders ...............  196,240      80,921      16,730       479,768       44,493       52,673
  Net benefits to policyholders .................  (16,742)    (20,596)     (2,293)       (6,951)     (12,003)     (19,857)
  Net increase in policy loans ..................       --          --          --            --           --           --
                                                  --------    --------     -------     ---------     --------     --------
Net increase in net assets resulting from
 policyholder transactions ......................  179,498      60,325      14,437       472,817       32,490       32,816
                                                  --------    --------     -------     ---------     --------     --------
Net increase in net assets ......................  191,703      59,660      14,549       482,186       44,666       32,699
Net assets at beginning of period ...............   74,209      14,549          --        77,365       32,699           --
                                                  --------    --------     -------     ---------     --------     --------
Net assets at end of period ..................... $265,912    $ 74,209     $14,549     $ 559,551     $ 77,365     $ 32,699
                                                  ========    ========     =======     =========     ========     ========


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

See accompanying notes.

                                       178



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (continued)

                      Years and periods ended December 31,



                                                                             Clifton Enhanced US
                                          High Yield Bond Subaccount          Equity Subaccount
                                      ----------------------------------     -------------------
                                         2000        1999         1998*       2000        1999**
                                      ----------    -------     --------     -------     -------
                                                                          
Increase (decrease) in net assets
 from operations:
  Net investment income ............  $   78,692    $ 2,791     $     48     $ 3,190     $ 1,374
  Net realized gains (losses) ......     (12,114)      (396)        (108)        302          11
  Net unrealized appreciation
   (depreciation) during the
   period ..........................    (188,735)    (1,172)         (19)     (5,562)      1,285
                                      ----------    -------     --------     -------     -------
Net increase (decrease) in net
 assets resulting from operations ..    (122,157)     1,223          (79)     (2,070)      2,670
From policyholder transactions:
  Net premiums from policyholders ..   1,514,684     69,375      108,274      16,541      15,505
  Net benefits to policyholders ....     (88,711)        --     (102,742)     (9,351)         --
  Net increase in policy loans .....          --         --           --          --          --
                                      ----------    -------     --------     -------     -------
Net increase in net assets
 resulting from policyholder
 transactions ......................   1,425,973     69,375        5,532       7,190      15,505
                                      ----------    -------     --------     -------     -------
Net increase in net assets .........   1,303,816     70,598        5,453       5,120      18,175
Net assets at beginning of period ..      76,051      5,453           --      18,175          --
                                      ----------    -------     --------     -------     -------
Net assets at end of period ........  $1,379,867    $76,051     $  5,453     $23,295     $18,175
                                      ==========    =======     ========     =======     =======



                               Large Cap
                               Aggressive     Fundamental     AIM V.I.     Fidelity VIP
                                 Growth          Growth         Value         Growth          Fidelity VIP II
                               Subaccount      Subaccount    Subaccount     Subaccount     ContrafundSubaccount
                               ----------     -----------    ----------    ------------    --------------------
                                 2000***         2000***       2000***        2000***             2000***
                               ----------     -----------    ----------    ------------    --------------------
                                                                                   
Increase (decrease) in net
 assets from operations:
  Net investment income
   (loss) ...................    $   30       $     1,351      $   230        $   (6)             $   (12)
  Net realized (losses) .....        (8)              (10)         (11)           (7)                  (4)
  Net unrealized
   (depreciation) during
   the period ...............      (616)           (1,226)      (1,068)         (525)                (366)
                                 ------       -----------      -------        ------              -------
Net increase (decrease) in
 net assets resulting from
 operations .................      (594)              115         (849)         (538)                (382)
From policyholder
 transactions:
  Net premiums from
   policyholders ............     2,528         9,264,914       12,213         5,160               13,880
  Net benefits to
   policyholders ............        --        (9,251,776)      (6,072)         (394)              (6,991)
  Net increase in policy
   loans ....................        --                --           --            --                   --
                                 ------       -----------      -------        ------              -------
Net increase in net assets
   resulting from
   policyholder
   transactions .............     2,528            13,138        6,141         4,766                6,889
                                 ------       -----------      -------        ------              -------
Net increase in net assets ..     1,934            13,253        5,292         4,228                6,507
Net assets at beginning of
 period .....................        --                --           --            --                   --
                                 ------       -----------      -------        ------              -------
Net assets at end of
 period .....................    $1,934       $    13,253      $ 5,292        $4,228              $ 6,507
                                 ======       ===========      =======        ======              =======


- --------------
  * From May 1, 1998 (commencement of operations).
 ** From May 1, 1999 (commencement of operations).
*** From April 24, 2000 (commencement of operations).

See accompanying notes.

                                       179



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (continued)
                      Years and periods ended December 31,



                                                           Janus Aspen    Janus Aspen     MFS New
                                                             Global        Worldwide     Discovery
                                                            Technical       Growth         Series
                                                           Subaccount     Subaccount     Subaccount
                                                           -----------    -----------    ----------
                                                             2000****       2000****       2000***
                                                           -----------    -----------    ----------
                                                                                 
Increase (decrease) in net assets from operations:
  Net investment income (loss) ..........................    $    16        $   (7)       $    (19)
  Net realized (losses) .................................        (99)          (71)             (7)
  Net unrealized appreciation (depreciation) during the
   period ...............................................     (1,649)         (717)            197
                                                             -------        ------        --------
Net increase (decrease) in net assets resulting from
 operations .............................................     (1,732)         (795)            171
From policyholder transactions:
  Net premiums from policyholders .......................      5,487         5,929          37,394
  Net benefits to policyholders .........................         --          (470)        (18,758)
  Net increase in policy loans ..........................         --            --              --
                                                             -------        ------        --------
Net increase in net assets resulting from policyholder
 transactions ...........................................      5,487         5,459          18,636
                                                             -------        ------        --------
Net increase in net assets ..............................      3,755         4,664          18,807
Net assets at beginning of period .......................         --            --              --
                                                             -------        ------        --------
Net assets at end of period .............................    $ 3,755        $4,664        $ 18,807
                                                             =======        ======        ========


- --------------
 *** From April 24, 2000 (commencement of operations).
**** From June 29, 2000 (commencement of operations).

See accompanying notes.

                                       180



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2000

1. Organization

John Hancock Variable Life Insurance Account UV (the Account) is a separate
investment account of John Hancock Mutual Life Insurance Company (JHMLICO or
John Hancock). John Hancock Variable Life Insurance Account UV was formed to
fund variable life insurance policies (Policies) issued by JHMLICO. The Account
is operated as a unit investment trust registered under the Investment Company
Act of 1940, as amended, and currently consists of thirty-four subaccounts. The
assets of each subaccount are invested exclusively in shares of a corresponding
Fund of John Hancock Variable Series Trust I (the Trust) or Outside Trust. New
subaccounts may be added as new Funds are added to the Trust or to Outside
Trust, or as other investment options are developed, and made available to
policyholders. The thirty-four Funds of the Trust and Outside Trust which are
currently available are the Large Cap Growth, Active Bond (formerly, Sovereign
Bond), International Equity Index, Small Cap Growth, Global Balanced (formerly,
International Balanced), Mid Cap Growth, Large Cap Value, Money Market, Mid Cap
Value, Small/Mid Cap Growth, Real Estate Equity, Growth & Income, Managed,
Short-Term Bond, Small Cap Equity (formerly, Small Cap Value), International
Opportunities, Equity Index, Global Bond (formerly, Strategic Bond), Turner Core
Growth, Brandes International Equity, Frontier Capital Appreciation, Emerging
Markets Equity, Bond Index, Small/Mid Cap CORE, High Yield Bond, Clifton
Enhanced US Equity, Large Cap Aggressive Growth, Fundamental Growth (formerly,
Fundamental Mid Cap Growth), AIM V.I. Value, Fidelity VIP Growth, Fidelity VIP
II Contrafund, Janus Aspen Global Technology, Janus Aspen Worldwide Growth, and
MFS New Discovery Series subaccounts. Each Fund has a different investment
objective.

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

The assets of the Account are the property of JHMLICO. The portion of the
Account's assets applicable to the policies may not be charged with liabilities
arising out of any other business JHMLICO may conduct.

2. Significant Accounting Policies

Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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 Trust and of Outside Trust are valued at the
reported net asset values of the respective Funds. Investment transactions are
recorded on the trade date. Dividend income is recognized on the ex-dividend
date. Realized gains and losses on sales of respective Fund shares are
determined on the basis of identified cost.

                                       181



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                    NOTES TO FINANCIAL STATEMENTS (continued)






Federal Income Taxes

The operations of the Account are included in the federal income tax return of
JHMLICO, which is taxed as a life insurance company under the Internal Revenue
Code. JHMLICO has the right to charge the Account any federal income taxes, or
provision for federal income taxes, attributable to the operations of the
Account or to the Policies funded in the Account. Currently, JHMLICO does not
make a charge for income or other taxes. Charges for state and local taxes, if
any, attributable to the Account may also be made.

Expenses

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

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

Policy Loans

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

3. Transactions with Affiliates

JHMLICO acts as the distributor, principal underwriter and investment advisor
for the Fund. Certain officers of the Account are officers and directors of
JHMLICO or the Fund.

                                       182



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                    NOTES TO FINANCIAL STATEMENTS (continued)

4. Details of Investments

The details of the shares owned and cost and value of investments in the
Subaccounts of the Trust and of Outside Trusts at December 31, 2000 were as
follows:



Subaccount                               Shares Owned           Cost               Value
- -------------------------------------------------------------------------------------------
                                                                      
Large Cap Growth                            2,134,279       $ 49,726,695       $ 40,309,354
Active Bond                                 9,220,332         89,132,947         87,068,487
International Equity Index                    418,581          7,018,825          6,443,455
Small Cap Growth                              469,884          7,618,520          6,381,819
Global Balanced                                18,730            195,343            173,721
Mid Cap Growth                                940,768         21,821,280         14,676,946
Large Cap Value                             1,042,527         14,485,880         14,990,188
Money Market                                2,396,674         23,979,125         23,979,125
Mid Cap Value                                 573,188          7,672,317          8,399,009
Small/Mid Cap Growth                          427,288          6,411,225          5,855,422
Real Estate Equity                            410,488          5,654,057          5,654,199
Growth & Income                            16,464,612        264,186,266        233,488,134
Managed                                     7,151,246        101,360,593         98,868,851
Short-Term Bond                                36,191            357,048            356,968
Small Cap Equity                              453,079          5,074,119          4,141,822
International Opportunities                   916,359         12,702,732         10,859,971
Equity Index                                2,839,312         56,110,489         50,096,716
Global Bond                                   109,624          1,123,879          1,139,861
Turner Core Growth                             21,099            436,949            370,494
Brandes International Equity                   78,208          1,075,621          1,169,206
Frontier Capital Appreciation                  29,955            570,395            516,716
Emerging Markets                          110,662,958          1,220,174            741,352
Bond Index                                     27,296            261,716            265,912
Small/Mid Cap CORE                             57,007            566,872            559,551
High Yield Bond                               182,888          1,569,793          1,379,867
Clifton Enhanced U.S. Equity                    1,427             27,572             23,295
Large Cap Aggressive Growth                       203              2,550              1,934
Fundamental Growth                              1,059             14,479             13,253
AIM V.I. Value                                    194              6,361              5,292
Fidelity VIP Growth                                97              4,753              4,228
Fidelity VIP II Contrafund                        275              6,874              6,507
Janus Aspen Global Technology                     573              5,404              3,755
Janus Aspen Worldwide Growth                      127              5,380              4,664
MFS New Discovery Series                        1,132             18,610             18,807


                                       183



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                    NOTES TO FINANCIAL STATEMENTS (continued)

4. Details of Investments (continued)

Purchases, including reinvestment of dividend distributions and proceeds from
the sales of shares in the Subaccounts of the Trust and of Outside Trusts during
2000 were as follows:

Subaccount                                  Purchases           Sales
- ------------------------------------------------------------------------
Large Cap Growth                          $ 18,258,586       $ 4,179,799
Active Bond                                 21,683,388         8,059,756
International Equity Index                   1,819,131           600,051
Small Cap Growth                             4,728,339           363,705
Global Balanced                                 73,877            74,938
Mid Cap Growth                              15,044,085         4,179,188
Large Cap Value                              8,324,134         2,404,233
Money Market                                25,074,870        19,446,917
Mid Cap Value                                3,589,187           698,784
Small/Mid Cap Growth                         1,603,684         1,094,974
Real Estate Equity                           1,807,284           703,801
Growth & Income                             57,305,890        53,160,381
Managed                                     15,768,185        12,350,769
Short-Term Bond                                168,738            55,151
Small Cap Equity                             1,883,002           429,250
International Opportunities                 11,983,910         2,604,191
Equity Index                                46,207,986         2,967,617
Global Bond                                    456,473           195,388
Turner Core Growth                             260,382            48,624
Brandes International Equity                   707,500            42,497
Frontier Capital Appreciation                  364,918           194,503
Emerging Markets                             1,122,971           267,846
Bond Index                                     332,405           146,196
Small/Mid Cap CORE                             504,485             9,875
High Yield Bond                              1,777,756           273,092
Clifton Enhanced U.S. Equity                    19,876             9,496
Large Cap Aggressive Growth                      2,611                52
Fundamental Growth                              14,558                69
AIM V.I. Value                                   6,455                83
Fidelity VIP Growth                              4,825                65
Fidelity VIP II Contrafund                       6,967                89
Janus Aspen Global Technology.                   5,776               273
Janus Aspen Worldwide Growth                     5,930               479
MFS New Discovery Series                        18,733               116

                                       184



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                    NOTES TO FINANCIAL STATEMENTS (continued)

5. Net Assets

Accumulation shares attributable to net assets of policyholders and accumulation
share values for each Subaccount at December 31, 2000 were as follows:



                                        UV VLI Class #1            UV VLI Class #2              UV MVL Class #3
                                  ------------------------------------------------------------------------------------
                                  Accumulation  Accumulation   Accumulation  Accumulation   Accumulation  Accumulation
Subaccount                           Shares     Share Values      Shares     Share Values      Shares     Share Values
- ----------------------------------------------------------------------------------------------------------------------
                                                                                        
Large Cap Growth                     301,994        $ 71               --             --         47,403       $65.04
Active Bond                          301,994          62          301,994        $ 62.65         19,396        26.01
International Equity Index           301,994          23               --             --         21,835        22.61
Small Cap Growth                          --          --               --             --         84,323        16.94
Global Balanced                           --          --               --             --          6,978        12.01
Mid Cap Growth                            --          --               --             --        150,842        22.69
Large Cap Value                           --          --               --             --         69,602        18.15
Money Market                         301,994          33          301,994          33.36        149,377        19.12
Mid Cap Value                             --          --               --             --         81,913        17.95
Small/Mid Cap Growth                      --          --               --             --         27,289        21.50
Real Estate Equity                   301,994          29               --             --         20,927        29.12
Growth & Income                      301,994         162          301,994         162.20        134,966        58.85
Managed                              301,994          46               --             --         52,738        39.43
Short-Term Bond                           --          --               --             --          5,572        16.94
Small Cap Equity                          --          --               --             --         38,204        11.15
International Opportunities               --          --               --             --         34,841        13.75
Equity Index                              --          --               --             --        266,104        20.84
Global Bond                               --          --               --             --         23,292        13.54
Turner Core Growth                        --          --               --             --          4,834        23.25
Brandes International Equity              --          --               --             --         19,563        17.87
Frontier Capital Appreciation             --          --               --             --          2,760        22.59
Emerging Markets Equity                   --          --               --             --         17,441         7.62
Bond Index                                --          --               --             --          5,016        11.49
Small/Mid Cap CORE                        --          --               --             --          3,381        11.19
High Yield Bond                           --          --               --             --         31,917         8.95
Clifton Enhanced US Equity                --          --               --             --          1,965        11.85
Large Cap Aggressive
   Growth                                 --          --               --             --             --           --
Fundamental Growth                        --          --               --             --             --           --
AIM V.I. Value                            --          --               --             --             --           --
Fidelity VIP Growth                       --          --               --             --             --           --
Fidelity VIP II Contrafund                --          --               --             --             --           --
Janus Aspen Global
Technology                                --          --               --             --             --           --
Janus Aspen Worldwide
Growth                                    --          --               --             --             --           --
MFS New Discovery Series                  --          --               --             --             --           --


                                       185



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                    NOTES TO FINANCIAL STATEMENTS (continued)

5. Net Assets (continued)





                                            UV Flex Class #4         UV Flex II Class #5         UV Flex Class #9
                                      ---------------------------------------------------------------------------------
                                      Accumulation  Accumulation  Accumulation Accumulation  Accumulation Accumulation
Subaccount                               Shares     Share Values     Shares    Share Values    Shares     Share Values
- -----------------------------------------------------------------------------------------------------------------------
                                                                                          
Large Cap Growth                         355,536      $ 65.04        27,727     $ 65.04        2,052        $ 28.09
Active Bond                            1,688,399        26.01        12,973       26.01           --          15.25
International Equity Index                151,89        22.61        11,943       22.61           --             --
Small Cap Growth                         240,785        16.94        35,289       16.94           --          17.00
Global Balanced                            3,671        12.01         3,495       12.01           --          12.05
Mid Cap Growth                           417,189        22.69        45,217       22.69           --          22.77
Large Cap Value                          681,933        18.15        44,769       18.15           --          18.22
Money Market                             639,493        19.12         9,562       19.12           --          13.91
Mid Cap Value                            325,982        17.95        30,538       17.95           --          18.01
Small/Mid Cap Growth                     225,097        21.50         9,052       21.50           --          21.61
Real Estate Equity                       109,667        29.11         8,662       29.11           --          19.07
Growth & Income                        1,397,476        58.85        72,875       58.85        3,195          26.87
Managed                                1,120,465        39.43        34,455       39.42           --          20.90
Short-Term Bond                           14,895        13.94         3,097       13.94           --          14.01
Small Cap Equity                         290,429        11.15        26,171       11.15           --          11.19
International Opportunities              711,861        13.75        13,887       13.75        4,650          13.79
Equity Index                           1,994,107        20.84        71,508       20.84           --          20.91
Global Bond                               47,066        13.54         9,112       13.54           --          13.58
Turner Core Growth                        11,094        23.25            --       23.25           --          25.11
Brandes International Equity              34,475        17.87           525       17.87           --          17.72
Frontier Capital Appreciation             14,908        22.59           275       22.59        4,318          24.40
Emerging Markets Equity                   62,103         7.62         7,993        7.62           --           7.62
Bond Index                                17,515        11.49           279       11.49          131          11.50
Small/Mid Cap CORE                        30,190        11.19         1,187       11.19          619          11.20
High Yield Bond                          119,207         8.95         2,037        8.95          150           8.96
Clifton Enhanced US Equity                    --        11.85            --       11.85           --          15.66
Large Cap Aggressive
   Growth                                     --           --            --          --           --           8.15
Fundamental Growth                            --           --            --          --           --          10.29
AIM V.I. Value                                --           --            --          --           --           8.43
Fidelity VIP Growth                           --           --            --          --           --           9.00
Fidelity VIP II Contrafund                    --           --            --          --           --           9.64
Janus Aspen Global
Technology                                    --           --            --          --           --           6.75
Janus Aspen Worldwide
Growth                                        --           --            --          --           --           8.33
MFS New Discovery Series                      --           --            --          --           --          10.01




                                       186



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                    NOTES TO FINANCIAL STATEMENTS (continued)

5. Net Assets (continued)



                                                      UV Flex Class #7                 UV Flex Class #8
                                               -------------------------------------------------------------
                                               Accumulation      Accumulation   Accumulation    Accumulation
Subaccount                                        Shares         Share Values      Shares       Share Values
- ------------------------------------------------------------------------------------------------------------
                                                                                      
Large Cap Growth                                  19,225          $ 27.90          15,279         $ 28.00
Active Bond                                       16,904            15.14           5,716           15.20
International Equity Index                        16,614            14.38           6,359           14.43
Small Cap Growth                                  13,382            16.92           2,435           16.96
Global Balanced                                      306            12.00              --           12.02
Mid Cap Growth                                    18,928            22.66          13,296           22.72
Large Cap Value                                   16,837            18.13          11,888           18.17
Money Market                                      39,349            13.82          41,887           13.86
Mid Cap Value                                     25,905            17.93             739           17.97
Small/Mid Cap Growth                               5,259            21.47           5,994           21.54
Real Estate Equity                                   994            18.94              --           18.90
Growth & Income                                   76,640            26.69          31,028           26.78
Managed                                           18,772            20.76          11,996           20.83
Short-Term Bond                                    1,913            13.92              --           13.96
Small Cap Equity                                  14,147            11.14           2,300           11.17
International Opportunities                       15,888            13.73           8,391           13.76
Equity Index                                      43,161            20.82          28,088           20.87
Global Bond                                        4,702            13.52              --           13.55
Turner Core Growth                                    --            24.98              --           25.05
Brandes International Equity                         723            17.63          10.258           17.67
Frontier Capital Appreciation                         --            24.46             225           24.34
Emerging Markets Equity                               --             7.63           8,858            7.61
Bond Index                                            --            11.51             194           11.49
Small/Mid Cap CORE                                    --            11.22          14,619           11.19
High Yield Bond                                       --             8.97             829            8.95
Clifton Enhanced US Equity                            --            15.69              --           15.64
Large Cap Aggressive Growth                           --             8.15             238            8.14
Fundamental Growth                                    --            10.30           1,288           10.29
AIM V.I. Value                                        --             8.43             628            8.42
Fidelity VIP Growth                                   --             9.00             470            9.00
Fidelity VIP II Contrafund                            --             9.65             675            9.64
Janus Aspen Global Technology                         --             6.75             556            6.75
Janus Aspen Worldwide Growth                          --             8.33             560            8.33
MFS New Discovery Series                              --            10.02           1,879           10.01



                                       187



                   ALPHABETICAL INDEX OF KEY WORDS AND PHRASES



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



Key Word or Phrase                           Page    Key Word or Phrase                           Page
                                                                                         
Account ...................................   34     modified endowment ........................   42
account value .............................    9     monthly deduction date ....................   36
Additional Sum Insured ....................   16     Option A; Option B ........................   17
asset-based risk charge ...................   10     optional benefits charge ..................   10
attained age ..............................   10     optional extra death benefit feature ......   17
Basic Sum Insured .........................   16     owner .....................................    5
beneficiary ...............................   45     partial withdrawal ........................   15
business day ..............................   34     partial withdrawal charge .................   11
changing Option A or B ....................   19     payment options ...........................   20
changing the Total Sum Insured ............   19     Planned Premium ...........................    6
charges ...................................    9     policy anniversary ........................   38
Code ......................................   41     policy year ...............................   36
contingent deferred sales charge ..........   10     policy split option rider .................   19
cost of insurance rates ...................   10     premium; premium payment ..................    5
date of issue .............................   35     premium sales charge ......................    9
death benefit .............................    5     prospectus ................................    2
deductions ................................    9     receive; receipt ..........................   22
dollar cost averaging .....................   15     reinstate; reinstatement ..................    8
expenses of the Series Funds ..............   11     SEC .......................................    2
fixed investment option ...................   35     Separate Account UV .......................   34
full surrender ............................   15     Series Funds ..............................    2
funds .....................................    2     Servicing Office ..........................    2
grace period ..............................    8     special loan account ......................   16
guaranteed death benefit feature ..........    7     subaccount ................................   34
Guaranteed Death Benefit Premium ..........    7     surrender .................................    5
insurance charge ..........................   10     surrender value ...........................   15
insured person ............................    5     Target Premium ............................    9
investment options ........................    1     tax considerations ........................   41
John Hancock ..............................   34     telephone transactions ....................   23
lapse .....................................    7     Total Sum Insured .........................   16
loan ......................................   15     transfers of account value ................   14
loan interest .............................   16     variable investment options ...............    1
maximum premiums ..........................    6     we; us ....................................   34
Minimum Initial Premium ...................   35     withdrawal ................................   15
minimum insurance amount ..................   17     withdrawal charge .........................   11
minimum premiums ..........................    6     you; your .................................    5


                                       188



                                    PART II

                          UNDERTAKING TO FILE REPORTS

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

                       REPRESENTATION OF REASONABLENESS

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

                     UNDERTAKING REGARDING INDEMNIFICATION

      Pursuant to Article 8 of John Hancock's Bylaws and Chapter 156B, Section
67 of the Massachusetts Business Corporation Law, John Hancock indemnifies each
director, former director, officer, and former officer, and his heirs and legal
representatives from liability incurred or imposed in connection with any legal
action in which he may be involved by reason of any alleged act or omission as
an officer or a director of John Hancock.

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

                       CONTENTS OF REGISTRATION STATEMENT

      This Registration Statement comprises the following Papers and Documents:

      The facing sheet.

      The prospectus containing 188 pages.





      The undertaking to file reports.

      The undertaking regarding indemnification.

      The signatures.

      The following exhibits:

I.A. (1)    John Hancock Board Resolution establishing the separate account,
            incorporated by reference to Post-Effective Amendment No. 3 to
            (File No. 33-63842) Form S-6 Registration Statement, filed March
            5, 1996.

     (2)    Not Applicable

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

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

            (c) Schedule of sales commissions included in Exhibit 1.A.(3)(a)
                above.

            (d) Form of marketing and Distribution Agreement between John
                Hancock Life Insurance Company, and John Hancock Funds, Inc.,
                incorporated by reference to John Hancock Variable Annuity
                Account H Initial Registration Statement (File No. 811-0711),
                filed on July 18, 1996.

            (e) Form of Soliciting Dealer Agreement between John Hancock Funds,
                Inc., and soliciting broker-dealers or financial institutions
                participating in distribution of Contracts, incorporated by
                reference to Form S-1 Registration Statement for John Hancock
                Variable Life Insurance Company (File No. 33-64945), filed
                electronically on April 23, 1997.

            (f) Schedule of sales commissions included in Exhibit 1.A.(3) (d)
                above

     (4)    Not Applicable

     (5)    Form of flexible premium variable life insurance policy,
            incorporated by reference to the initial registration statement to
            File No. 333-70734, Filed on October 2, 2001.

     (6)    Restated Articles of Organization and Restated and Amendment of By-
            Laws are incorporated by reference from Form S-6 to Post-Effective
            Amendment No. 10 (File 333-76662), filed on March 7, 2001.

     (7)    Not Applicable.

     (8)    (a) Participation Agreement Among Variable Insurance Products Fund
                II, Fidelity Distributors Corporation and John Hancock Mutual
                Life Insurance Company, filed in Post-Effective Amendment No. 1
                to file No. 333-81127, filed May 4, 2000.

            (b) Participation Agreement Among Variable Insurance Products Fund,
                Fidelity Distributors Corporation and John Hancock Mutual Life
                Insurance Company, filed in Post-Effective Amendment No. 1 to
                file No. 333-81127, filed May 4, 2000.

            (c) Participation Agreement Among MFS Variable Insurance Trust, John
                Hancock Mutual life Insurance Company and Massachusetts
                Financial Services Company, filed in Post-Effective Amendment
                No. 1 to file No. 333-81127, filed May 4, 2000.

            (d) Participation Agreement By and Among AIM Variable Insurance
                Funds, Inc., AIM Distributors, Inc., John Hancock Mutual Life
                Insurance Company and Certain Of Its Affiliated Insurance
                Companies, Each On Behalf Of Itself And Its Separate Accounts,
                And John Hancock Funds, Inc., filed in Post-Effective Amendment
                No. 1 to file No. 333-81127, filed May 4, 2000.

            (e) Participation Agreement between Janus Aspen Series, Janus
                Capital Corp., and John Hancock Variable Life Insurance Company,
                incorporated by reference to File 333-425, filed on Form S-6 on
                November 1, 2001.

     (9)    Not Applicable.

     (10)   Form of application for Policy, incorporated by reference to the
            initial registration statement to File No 333-70734, Filed on
            October 2, 2001.

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

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




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

4.  Not Applicable

5.  Not Applicable

6.  Opinion and consent of actuary, Filed herewith.

7.  Consent of independent auditors, Filed herewith.

8.  Memorandum describing John Hancock's issuance, transfer and redemption
    procedures for the policy pursuant to Rule 6e-2(b)(l2)(ii)included in Post-
    Effective Amendment No. 3 to this Form S-6 Registration Statement,
    incorporated by reference to this file, filed March 5, 1996.

9.  Power of attorney for David F. D'Alessandro, Foster L. Aborn, I. MacAllister
    Booth, Wayne A. Budd, John M. Connors, Jr., John De Ciccio, Robert E. Fast,
    Kathleen Foley Feldstein, Nelson F. Gifford, Michael C. Hawley, Edward H.
    Linde, Judith A. McHale, R. Robert Popeo, Richard F. Syron and Robert J.
    Tarr are incorporated by reference to File No. 333-67744, the initial
    registration statement filed on August 16, 2001. Power of attorney for
    Thomas P. Glynn, incorporated by reference to the initial registration
    statement to File No. 333-70734, Filed on October 2, 2001.





      Pursuant to the requirements of the Securities Act of 1933, John Hancock
Life Insurance Company has duly caused this Pre-Effective Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, and attested, all in the City of Boston and Commonwealth of
Massachusetts on the 13th day of February, 2002.

                            On behalf of the Registrant

                     By John Hancock Life Insurance Company
                                  (Depositor)





                                 By        /s/ DAVID F. D'ALESSANDRO
                                           ---------------------------------
                                               David F. D'Alessandro
                                               Chairman, President and Chief
                                               Executive Officer


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




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

SIGNATURE                     TITLE                              DATE
- ---------                     -----                              ----

/s/ THOMAS E. MOLONEY         Senior Executive Vice President
    ----------------------    and Chief Financial Officer
    Thomas E. Moloney         (Principal Financial Officer
                              and Principal Accounting
                              Officer)                        February 13, 2002

                              Chairman, President and Chief
                               Executive Officer
/s/ DAVID F. D'ALESSANDRO     (Principal Executive Officer)
    ------------------------
    David F. D'Alessandro                                     February 13, 2002
    for himself and as Attorney-in-Fact FOR:

Foster L. Aborn                          Director
I. MacAllister Booth                     Director
Wayne A. Budd                            Director
John M. Connors, Jr.                     Director
John M. DeCiccio                         Director
Robert E. Fast                           Director
Kathleen Foley Feldstein                 Director
Nelson F. Gifford                        Director
Thomas P. Glynn                          Director
Michael C. Hawley                        Director
Edward H. Linde                          Director
Judith A. McHale                         Director
R. Robert Popeo                          Director
Richard F. Syron                         Director
Robert J. Tarr, Jr.                      Director