As filed with the Securities and Exchange Commission on June 8, 2001

                                             Registration No. 333-42378
- --------------------------------------------------------------------------------


                       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 MUTUAL VARIABLE LIFE INSURANCE 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 universal 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 June 18, 2001
- --------------------------------------------------------------------------------
                      MAJESTIC VARIABLE UNIVERSAL LIFE 98
- --------------------------------------------------------------------------------

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

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



- ------------------------------------------------------------------------------------------------------------------------------------
  Variable Investment Option                         Managed By
  --------------------------                         ----------
                                                  
  Equity Index...................................    State Street Global Advisors
  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
  Brandes International Equity...................    Brandes Investment Partners, L.P.
  Turner Core Growth.............................    Turner Investment Partners, Inc.
  Frontier Capital Appreciation..................    Frontier Capital Management Company, LLC
  Clifton Enhanced U.S. Equity...................    The Clifton Group
- ------------------------------------------------------------------------------------------------------------------------------------



     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), the
Janus Aspen Series (Service Shares Class), and the M Fund, Inc. (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: 1-800-521-1234

                               Fax: 1-617-572-6956

                                        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 is in
               a question and answer format. We suggest you read the Basic
               Information section before reading any other section of the
               prospectus.

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

          .    Behind the illustrations is a section called "Additional
               Information" that gives more details about the policy. It
               generally does not repeat information that is in the Basic
                              ---
               Information section. A table of contents for the Additional
               Information section appears on page 31.

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

          .    Finally, there is an Alphabetical Index of Key Words and Phrases
               at the back of the prospectus on page 181.

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

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

                                        3


                               BASIC INFORMATION

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



Question                                                    Beginning on page
- --------                                                    -----------------
                                                                
 .What is the policy?.......................................         5

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

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

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

 .How will the value of my investment in the policy change           7
 over time?................................................

 .What charges will John Hancock deduct from my investment           8
 in the policy?............................................

 .What charges will the Series Funds deduct from my
 investment in the policy?.................................         9

 .What other charges could John Hancock impose in the                1
 future?...................................................

 .How can I change my policy's investment allocations?              12

 .How can I access my investment in the policy?.............        13

 .How much will John Hancock pay when the insured person            14
 dies?.....................................................

 .How can I change my policy's insurance coverage?                  16

 .Can I cancel my policy after it's issued?.................        16

 .Can I choose the form in which John Hancock pays out
 policy proceeds?..........................................        17

 .To what extent can John Hancock vary the terms and
 conditions of its policies in particular cases?...........        17

 .How will my policy be treated for income tax purposes?....        18

 .How do I communicate with John Hancock?...................        18


                                        4


What is the policy?

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

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

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

          . Borrow or withdraw amounts you have in the investment options

          . Change the beneficiary who will receive the death benefit

          . Change the amount of insurance

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

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

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

Who owns the policy?

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

How can I invest money in the policy?

Premium Payments

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

                                        5


Minimum premium payment

  Each premium payment must be at least $100.

Maximum premium payments

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

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

     . the insured person doesn't provide us with adequate evidence that he or
       she continues to meet our requirements for issuing insurance.

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

Ways to pay premiums

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

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

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

Is there a minimum amount I must invest?

Planned Premiums

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

                                       6


required. You need only invest enough to keep the policy in force (see "Lapse
and reinstatement" below).

Lapse and reinstatement

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

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

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

  Over time, the amount you've invested in any variable investment option will
increase or decrease the same as if you had invested the same amount directly in
the corresponding fund of 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 describe these
charges under "What charges will John Hancock deduct from my investment in the
policy?" below.

  The amount you've invested in the fixed investment option will earn interest
at a rate we declare from time to time. We guarantee that this rate will be at
least 4%. If you want to know what the current declared rate is, just call or
write to us. The current declared rate will also appear in the annual statement
we will send you. Amounts you invest in the fixed investment option will not be
                                                                         ---
subject to the mortality and expense risk charge described on page 9. Otherwise,
the charges applicable to the fixed investment option are the same as those
applicable to the variable investment options.

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

     . the amount you invested,

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

                                       7


     . 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 36.

What charges will John Hancock deduct from my investment in the policy?

Deductions from premium payments

 . Premium tax charge - A charge to cover state premium taxes we currently
   ------------------
   expect to pay, on average. This charge is currently 2.35% of each premium.

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

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

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

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

Deductions from account value

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

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

 . Insurance charge - A monthly charge for the cost of insurance. To determine
   ----------------
   the charge, we multiply the amount of insurance for which we are at risk by a
   cost of insurance rate. The rate is derived from an actuarial table. The
   table in your policy will show the maximum cost of insurance rates. The cost
                                      -------
   of insurance rates that we

                                       8


  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 the insured person, the Sum Insured
  and the length of time the policy has been in effect. Regardless of the table
  used, cost of insurance rates generally increase each year that you own your
  policy, as the insured person's attained age increases. (The insured person's
  "attained age" on any date is his or her age on the birthday nearest that
  date.) Higher current insurance rates are generally applicable to policies
  issued on a "guaranteed issue" basis, where only very limited underwriting
  information is obtained. This is often the case with policies issued to
  trustees, employers and similar entities.

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

 . M &E charge - A daily charge for mortality and expense risks we assume. This
  -----------
  charge is deducted from the variable investment options. It does not apply to
  the fixed investment option. The current charge is at an effective annual rate
  of .20% of the value of the assets in each variable investment option. We
  guarantee that this charge will never exceed an effective annual rate of .60%.

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

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

What charges will the Series Funds deduct from my 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
                                                                                                          Operating      Operating
                                                          Investment  Distribution and  Other Operating    Expenses      Expenses
                                                          Management      Service        Expenses With       With         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%
                                                                                                         -------------


                                       9




                                                                                                         -------------
                                                                                                          Total Fund    Total Fund
                                                                                                          Operating      Operating
                                                          Investment  Distribution and  Other Operating    Expenses      Expenses
                                                          Management      Service        Expenses With       With         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...........................................   0.81%           N/A              0.04%           0.85%         0.85%
Small/Mid Cap CORE (SM)..................................   0.80%           N/A              0.10%           0.90%         1.23%
Small/Mid Cap Growth.....................................   0.75%           N/A              0.10%           0.85%         0.85%
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.........................................   0.75%           N/A              0.07%           0.82%         0.82%
International Equity Index...............................   0.18%           N/A              0.10%           0.28%         0.37%
International Opportunities..............................   0.83%           N/A              0.10%           0.93%         1.09%
International Equity.....................................   1.00%           N/A              0.10%           1.10%         1.76%
Emerging Markets Equity..................................   1.22%           N/A              0.10%           1.32%         2.49%
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..........................................   0.30%           N/A              0.06%           0.36%         0.36%
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..........................................   0.65%           N/A              0.10%           0.75%         0.87%
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%
                                                                                                         -------------


                                       10




                                                                                                         -------------
                                                                                                          Total Fund    Total Fund
                                                                                                          Operating      Operating
                                                          Investment  Distribution and  Other Operating    Expenses      Expenses
                                                          Management      Service        Expenses With       With         Absent
Fund Name                                                     Fee       (12b-1) Fees     Reimbursement   Reimbursement Reimbursement
- ---------                                                 ----------  ----------------  ---------------  ------------- ------------
                                                                                                        
M Fund, Inc.  (Note 6):
Brandes International Equity.............................   0.80%           N/A              0.25%           1.05%         1.19%
Turner Core Growth.......................................   0.45%           N/A              0.25%           0.70%         0.91%
Frontier Capital Appreciation............................   0.90%           N/A              0.25%           1.15%         1.23%
Clifton Enhanced U.S. Equity.............................   0.44%           N/A              0.25%           0.69%         1.22%
                                                                                                         -------------



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 apply to
      these funds effective 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 apply to
      these funds effective May 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 accompanying 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

                                       11


      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.

  (6) Percentages shown for M Fund, Inc. funds reflect the investment management
      fees currently payable and other fund expenses allocated in 2000. M
      Financial Advisers, Inc. reimburses a fund when the fund's other operating
      expenses exceed 0.25% of that fund's average daily net assets.

What other charges could John Hancock impose in the future?

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

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

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

How can I change my policy's investment allocations?

Future premium payments

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

Transfers of existing account value

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

  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 and out of the variable investment
options.

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

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

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

                                       12


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

    We reserve the right to impose a minimum amount limit on transfers out of
the fixed investment option.

How can I access my investment in the policy?

Full surrender

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

Partial withdrawals

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

Policy loans

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

      . We first determine the account value of your policy.

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

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

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

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

                                       13


will be added to the loan daily and will bear interest at the same rate as the
original loan amount. The amount of the loan is deducted from the investment
options in the same proportion as the account value is then allocated among them
and is placed in a special loan account. This special loan account will earn
interest at an effective annual rate of 4.0%. However, if we determine that a
loan will be treated as a taxable distribution because of the differential
between the loan interest rate and the rate being credited on the special loan
account, we reserve the right to decrease the rate credited on the special loan
account to a rate that would, in our reasonable judgement, result in the
transaction being treated as a loan under Federal tax law.

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

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

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

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

How much will John Hancock pay when the insured person dies?

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

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

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

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

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

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

                                       14


Optional extra death benefit feature

  The optional extra death benefit is determined as follows:

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

     .  We will then subtract your Sum Insured.

  If you change the way in which the minimum insurance amount is calculated (see
below), we may have to change the factors described above (perhaps
retroactively) in order to maintain qualification of the policy as life
insurance under Federal tax law. This feature may result in the Option M death
benefit being higher than the minimum insurance amount. Although there is no
special charge for this feature, your monthly insurance charge will be based on
that higher death benefit amount. Election of this feature must be made in the
application for the policy.

The minimum insurance amount

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

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

Enhanced cash value rider

  In the application for the policy, you may elect to purchase the enhanced cash
value rider. This rider provides an enhanced cash value benefit (in addition to
the surrender value) if you surrender the policy within the first nine policy
years. The amount of the benefit will be shown in the "Policy Specifications"
section of the policy. The benefit is also included in the account value when
calculating the death benefit. Election of this rider could increase your
insurance

                                       15


charge since it affects our amount at risk under the policy. The amount
available for partial withdrawals and loans are based on the surrender value and
will in no way be increased due to this rider.

How can I change my policy's insurance coverage?

Increase in coverage

  After the first policy year, you may request an increase in the Sum Insured at
any time. However, you will have to provide us with evidence that the insured
person still meets our requirements for issuing insurance coverage. As to when
an approved increase would take effect, see "Effective date of other policy
transactions" on page 35.

Decrease in coverage

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

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

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

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

Change of death benefit option

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

Tax consequences

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

Can I cancel my policy after it's issued?

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

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

                                       16


Can I choose the form in which John Hancock pays out policy proceeds?

Choosing a payment option

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

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

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

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

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

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

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

  You cannot choose an option if the monthly payments under the option would be
less than $50. We will issue a supplementary agreement when the proceeds are
applied to any alternative payment option. That agreement will spell out the
terms of the option in full. We will credit interest on each of the above
options. For Options 1 and 2A, the interest will be at least an effective annual
rate of 3 1/2%.

Changing a payment option

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

Tax impact

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

To what extent can John Hancock vary the terms and conditions of its policies
in particular cases?

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

                                       17


State law insurance requirements

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

Variations in expenses or risks

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

How will my policy be treated for income tax purposes?

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

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

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

How do I communicate with John Hancock?

General Rules

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

  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 Sum Insured

                                       18


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

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

Telephone Transactions

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

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

                                       19


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

  The following tables illustrate the changes in death benefit, account value
and surrender value of the policy under certain hypothetical circumstances that
we assume solely for this purpose. Each table separately illustrates the
operation of a policy for a specified issue age, premium payment schedule and
Sum Insured. The amounts shown are for the end of each policy year and assume
that all of the account value is invested in funds that achieve investment
returns at constant annual rates of 0%, 6% and 12% (i.e., before any fees or
expenses deducted from 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 -.84%, 5.11% and 11.06%. (Investment return
reflects investment income and all realized and unrealized capital gains and
losses.) The tables assume annual Planned Premiums that are paid at the
beginning of each policy year for an insured person who is a 45 year old male
preferred underwriting risk when the policy is issued.

  Tables are provided for each of the two death benefit options. The tables
headed "Current Charges" assume that the current rates for all charges deducted
by John Hancock will apply in each year illustrated. The tables headed "Maximum
Charges" are the same, except that the maximum permitted rates for all years are
used for all charges. The tables do not reflect any charge that we reserve the
right to make but are not currently making. The tables assume that the
guaranteed minimum death benefit has not been elected beyond the tenth policy
year, that no Additional Sum Insured or optional rider benefits have been
elected and that no loans or withdrawals are made.

  With respect to fees and expenses deducted from Series Fund assets, the
amounts shown in all tables reflect (1) investment management fees equivalent to
an effective annual rate of .72%, and (2) an assumed average asset charge for
all other Series Fund operating expenses equivalent to an effective annual rate
of .12%. These rates are the arithmetic average for all funds of the Series
Funds. In other words, they are based on the hypothetical assumption that policy
account values are allocated equally among the variable investment options. The
actual rates associated with any policy will vary depending upon the actual
allocation of policy values among the investment options. The charge shown above
for all other Series Fund operating expenses reflects reimbursements to certain
funds as described in the footnotes to the table beginning on page 9. 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 your proposed insured person's issue age, sex and underwriting risk
classification, and the Sum Insured and annual Planned Premium amount requested.

                                       20


Plan: Flexible Premium Variable Life
      $250,000 Sum Insured at Issue
      Male, Issue age 45, Fully Underwritten Preferred Underwriting Class
      Option A Death Benefit
      Cash Value Accumulation Test
      Planned Premium: $4,530*
      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            4,757        250,000  250,000    250,000   2,187    2,339       2,491
   2            9,751        250,000  250,000    250,000   5,211    5,705       6,219
   3           14,995        250,000  250,000    250,000   8,173    9,206      10,319
   4           20,501        250,000  250,000    250,000  11,094   12,868      14,855
   5           26,283        250,000  250,000    250,000  13,987   16,714      19,890
   6           32,353        250,000  250,000    250,000  16,855   20,757      25,481
   7           38,727        250,000  250,000    250,000  19,703   25,010      31,695
   8           45,420        250,000  250,000    250,000  22,530   29,483      38,599
   9           52,448        250,000  250,000    250,000  25,335   34,186      46,267
  10           59,827        250,000  250,000    250,000  28,111   39,125      54,778
  11           67,575        250,000  250,000    250,000  31,415   44,892      64,834
  12           75,710        250,000  250,000    250,000  34,646   50,911      75,963
  13           84,252        250,000  250,000    250,000  37,777   57,169      88,263
  14           93,221        250,000  250,000    250,000  40,804   63,678     101,871
  15          102,638        250,000  250,000    250,000  43,733   70,456     116,943
  16          112,527        250,000  250,000    250,463  46,560   77,519     133,652
  17          122,910        250,000  250,000    277,929  49,283   84,882     152,131
  18          133,812        250,000  250,000    307,383  51,896   92,560     172,513
  19          145,259        250,000  250,000    339,022  54,393  100,571     194,986
  20          157,278        250,000  250,000    373,066  56,769  108,935     219,761
  25          227,014        250,000  250,000    586,354  65,700  156,263     385,988
  30          316,016        250,000  297,679    903,001  70,526  216,007     655,251
  35          429,609        250,000  367,141  1,384,461  67,565  288,247   1,086,960


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

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

                                       21


Plan: Flexible Premium Variable Life
      $250,000 Sum Insured at Issue
      Male, Issue age 45, Fully Underwritten Preferred Underwriting Class
      Option A Death Benefit
      Cash Value Accumulation Test
      Planned Premium: $4,530*
      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            4,757        250,000  250,000  250,000   1,374   1,500     1,626
   2            9,751        250,000  250,000  250,000   3,542   3,932     4,338
   3           14,995        250,000  250,000  250,000   5,592   6,385     7,244
   4           20,501        250,000  250,000  250,000   7,523   8,859    10,363
   5           26,283        250,000  250,000  250,000   9,324  11,342    13,707
   6           32,353        250,000  250,000  250,000  10,992  13,832    17,299
   7           38,727        250,000  250,000  250,000  12,508  16,309    21,147
   8           45,420        250,000  250,000  250,000  13,858  18,759    25,268
   9           52,448        250,000  250,000  250,000  15,025  21,163    29,677
  10           59,827        250,000  250,000  250,000  15,986  23,498    34,392
  11           67,575        250,000  250,000  250,000  17,302  26,346    40,063
  12           75,710        250,000  250,000  250,000  18,383  29,127    46,172
  13           84,252        250,000  250,000  250,000  19,224  31,834    52,776
  14           93,221        250,000  250,000  250,000  19,810  34,453    59,931
  15          102,638        250,000  250,000  250,000  20,124  36,965    67,706
  16          112,527        250,000  250,000  250,000  20,136  39,342    76,168
  17          122,910        250,000  250,000  250,000  19,811  41,549    85,398
  18          133,812        250,000  250,000  250,000  19,101  43,541    95,488
  19          145,259        250,000  250,000  250,000  17,951  45,262   106,546
  20          157,278        250,000  250,000  250,000  16,303  46,656   118,709
  25          227,014             **  250,000  305,614      **  46,535   201,181
  30          316,016             **  250,000  444,218      **  23,213   322,341
  35          429,609             **       **  626,558      **      **   491,920



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

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

                                       22


Plan: Flexible Premium Variable Life
      $250,000 Sum Insured at Issue
      Male, Issue Age 45, Fully Underwritten Preferred Underwriting Class
      Option B Death Benefit
      Cash Value Accumulation Test
      Planned Premium: $4,530*
      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              4,757          252,183  252,335    252,487     2,183    2,335       2,487
   2              9,751          255,198  255,691    256,202     5,198    5,691       6,202
   3             14,995          258,144  259,173    260,281     8,144    9,173      10,281
   4             20,501          261,043  262,808    264,784    11,043   12,808      14,784
   5             26,283          263,909  266,618    269,772    13,909   16,618      19,772
   6             32,353          266,744  270,615    275,301    16,744   20,615      25,301
   7             38,727          269,556  274,813    281,434    19,556   24,813      31,434
   8             45,420          272,340  279,219    288,235    22,340   29,219      38,235
   9             52,448          275,099  283,844    295,776    25,099   33,844      45,776
  10             59,827          277,823  288,691    304,128    27,823   38,691      54,128
  11             67,575          281,067  294,347    313,984    31,067   44,347      63,984
  12             75,710          284,224  300,226    324,853    34,224   50,226      74,853
  13             84,252          287,263  306,305    336,807    37,263   56,305      86,807
  14             93,221          290,175  312,583    349,957    40,175   62,583      99,957
  15            102,638          292,964  319,074    364,434    42,964   69,074     114,434
  16            112,527          295,626  325,780    380,375    45,626   75,780     130,375
  17            122,910          298,152  332,705    397,930    48,152   82,705     147,930
  18            133,812          300,536  339,849    417,264    50,536   89,849     167,264
  19            145,259          302,765  347,209    438,556    52,765   97,209     188,556
  20            157,278          304,832  354,785    462,007    54,832  104,785     212,007
  25            227,014          311,143  394,419    618,628    61,143  144,419     368,628
  30            316,016          311,623  438,458    873,440    61,623  188,458     623,440
  35            429,609          301,407  482,167  1,317,980    51,407  232,167   1,034,765


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

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

                                       23


Plan: Flexible Premium Variable Life
      $250,000 Sum Insured at Issue
      Male, Issue Age 45, Fully Underwritten Preferred Underwriting Class
      Option B Death Benefit
      Cash Value Accumulation Test
      Planned Premium: $4,530*
      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            4,757        251,365  251,490  251,615   1,365   1,490     1,615
   2            9,751        253,512  253,898  254,301   3,512   3,898     4,301
   3           14,995        255,528  256,312  257,160   5,528   6,312     7,160
   4           20,501        257,412  258,726  260,206   7,412   8,726    10,206
   5           26,283        259,151  261,127  263,443   9,151  11,127    13,443
   6           32,353        260,741  263,508  266,884  10,741  13,508    16,884
   7           38,727        262,162  265,844  270,527  12,162  15,844    20,527
   8           45,420        263,398  268,115  274,373  13,398  18,115    24,373
   9           52,448        264,430  270,295  278,420  14,430  20,295    28,420
  10           59,827        265,235  272,354  282,662  15,235  22,354    32,662
  11           67,575        266,367  274,862  287,721  16,367  24,862    37,721
  12           75,710        267,235  277,227  293,041  17,235  27,227    43,041
  13           84,252        267,834  279,432  298,641  17,834  29,432    48,641
  14           93,221        268,148  281,452  304,530  18,148  31,452    54,530
  15          102,638        268,163  283,257  310,716  18,163  33,257    60,716
  16          112,527        267,849  284,804  317,195  17,849  34,804    67,195
  17          122,910        267,172  286,042  323,958  17,172  36,042    73,958
  18          133,812        266,091  286,907  330,981  16,091  36,907    80,981
  19          145,259        264,554  287,325  338,234  14,554  37,325    88,234
  20          157,278        262,514  287,220  345,682  12,514  37,220    95,682
  25          227,014             **  276,251  384,733      **  26,251   134,733
  30          316,016             **       **  419,772      **      **   169,772
  35          429,609             **       **  427,939      **      **   177,939


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

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

                                       24


Plan: Flexible Premium Variable Life
      $250,000 Sum Insured at Issue
      Male, Issue age 45, Fully Underwritten Preferred Underwriting Class
      Option M Death Benefit
      Cash Value Accumulation Test
      Planned Premium: $4,530*
      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            4,757        250,000  250,000    250,000   2,187    2,339     2,491
   2            9,751        250,000  250,000    250,000   5,211    5,705     6,219
   3           14,995        250,000  250,000    250,000   8,173    9,206    10,319
   4           20,501        250,000  250,000    250,000  11,094   12,868    14,855
   5           26,283        250,000  250,000    250,000  13,987   16,714    19,890
   6           32,353        250,000  250,000    250,000  16,855   20,757    25,481
   7           38,727        250,000  250,000    250,000  19,703   25,010    31,695
   8           45,420        250,000  250,000    250,000  22,530   29,483    38,599
   9           52,448        250,000  250,000    250,000  25,335   34,186    46,267
  10           59,827        250,000  250,000    250,000  28,111   39,125    54,778
  11           67,575        250,000  250,000    256,264  31,415   44,892    64,833
  12           75,710        250,000  250,000    287,345  34,646   50,911    75,907
  13           84,252        250,000  250,000    319,396  37,777   57,169    88,056
  14           93,221        250,000  250,000    352,480  40,804   63,678   101,375
  15          102,638        250,000  250,000    386,720  43,733   70,456   115,979
  16          112,527        250,000  250,000    422,217  46,560   77,519   131,984
  17          122,910        250,000  260,546    459,081  49,283   84,857   149,518
  18          133,812        250,000  272,574    497,430  51,896   92,451   168,718
  19          145,259        250,000  284,120    537,421  54,393  100,303   189,727
  20          157,278        250,000  295,225    579,209  56,769  108,419   212,710
  25          227,014        250,000  343,124    815,292  65,700  152,101   361,404
  30          316,016        250,000  384,917  1,121,572  70,526  203,165   591,983
  35          429,609        250,000  422,307  1,524,582  67,565  261,022   942,322



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

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

                                       25


Plan: Flexible Premium Variable Life
      $250,000 Sum Insured at Issue
      Male, Issue Age 45, Fully Underwritten Preferred Underwriting Class
      Option M Death Benefit
      Cash Value Accumulation Test
      Planned Premium: $4,530*
      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            4,757        250,000  250,000  250,000   1,374   1,500     1,626
   2            9,751        250,000  250,000  250,000   3,542   3,932     4,338
   3           14,995        250,000  250,000  250,000   5,592   6,385     7,244
   4           20,501        250,000  250,000  250,000   7,523   8,859    10,363
   5           26,283        250,000  250,000  250,000   9,324  11,342    13,707
   6           32,353        250,000  250,000  250,000  10,992  13,832    17,299
   7           38,727        250,000  250,000  250,000  12,508  16,309    21,147
   8           45,420        250,000  250,000  250,000  13,858  18,759    25,268
   9           52,448        250,000  250,000  250,000  15,025  21,163    29,677
  10           59,827        250,000  250,000  250,000  15,986  23,498    34,392
  11           67,575        250,000  250,000  250,000  17,302  26,346    40,063
  12           75,710        250,000  250,000  250,000  18,383  29,127    46,172
  13           84,252        250,000  250,000  250,000  19,224  31,834    52,776
  14           93,221        250,000  250,000  250,000  19,810  34,453    59,931
  15          102,638        250,000  250,000  250,000  20,124  36,965    67,706
  16          112,527        250,000  250,000  250,000  20,136  39,342    76,168
  17          122,910        250,000  250,000  261,977  19,811  41,549    85,323
  18          133,812        250,000  250,000  280,008  19,101  43,541    94,973
  19          145,259        250,000  250,000  297,705  17,951  45,262   105,100
  20          157,278        250,000  250,000  315,048  16,303  46,656   115,699
  25          227,014             **  250,000  396,901      **  46,535   175,939
  30          316,016             **  250,000  469,200      **  23,213   247,651
  35          429,609             **       **  530,301      **      **   327,771



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

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

                                       26


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




                                    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            4,757        250,000  250,000    250,000   2,187    2,339       2,491
   2            9,751        250,000  250,000    250,000   5,211    5,705       6,219
   3           14,995        250,000  250,000    250,000   8,173    9,206      10,319
   4           20,501        250,000  250,000    250,000  11,094   12,868      14,855
   5           26,283        250,000  250,000    250,000  13,987   16,714      19,890
   6           32,353        250,000  250,000    250,000  16,855   20,757      25,481
   7           38,727        250,000  250,000    250,000  19,703   25,010      31,695
   8           45,420        250,000  250,000    250,000  22,530   29,483      38,599
   9           52,448        250,000  250,000    250,000  25,335   34,186      46,267
  10           59,827        250,000  250,000    250,000  28,111   39,125      54,778
  11           67,575        250,000  250,000    250,000  31,415   44,892      64,834
  12           75,710        250,000  250,000    250,000  34,646   50,911      75,963
  13           84,252        250,000  250,000    250,000  37,777   57,169      88,263
  14           93,221        250,000  250,000    250,000  40,804   63,678     101,871
  15          102,638        250,000  250,000    250,000  43,733   70,456     116,943
  16          112,527        250,000  250,000    250,000  46,560   77,519     133,652
  17          122,910        250,000  250,000    250,000  49,283   84,882     152,193
  18          133,812        250,000  250,000    250,000  51,896   92,560     172,786
  19          145,259        250,000  250,000    250,000  54,393  100,571     195,682
  20          157,278        250,000  250,000    269,772  56,769  108,935     221,124
  25          227,014        250,000  250,000    458,124  65,700  156,263     394,935
  30          316,016        250,000  250,000    731,848  70,526  217,507     683,971
  35          429,609        250,000  312,866  1,224,169  67,565  297,968   1,165,875


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

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

                                      27


Plan: Flexible Premium Variable Life
      $250,000 Sum Insured at Issue
      Male, Issue Age 45, Fully Underwritten Preferred Underwriting Class
      Option A Death Benefit
      Guideline Premium And Cash Value Corridor Test
      Planned Premium: $4,530*
      Using 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            4,757        250,000  250,000  250,000   1,374   1,500     1,626
   2            9,751        250,000  250,000  250,000   3,542   3,932     4,338
   3           14,995        250,000  250,000  250,000   5,592   6,385     7,244
   4           20,501        250,000  250,000  250,000   7,523   8,859    10,363
   5           26,283        250,000  250,000  250,000   9,324  11,342    13,707
   6           32,353        250,000  250,000  250,000  10,992  13,832    17,299
   7           38,727        250,000  250,000  250,000  12,508  16,309    21,147
   8           45,420        250,000  250,000  250,000  13,858  18,759    25,268
   9           52,448        250,000  250,000  250,000  15,025  21,163    29,677
  10           59,827        250,000  250,000  250,000  15,986  23,498    34,392
  11           67,575        250,000  250,000  250,000  17,302  26,346    40,063
  12           75,710        250,000  250,000  250,000  18,383  29,127    46,172
  13           84,252        250,000  250,000  250,000  19,224  31,834    52,776
  14           93,221        250,000  250,000  250,000  19,810  34,453    59,931
  15          102,638        250,000  250,000  250,000  20,124  36,965    67,706
  16          112,527        250,000  250,000  250,000  20,136  39,342    76,168
  17          122,910        250,000  250,000  250,000  19,811  41,549    85,398
  18          133,812        250,000  250,000  250,000  19,101  43,541    95,488
  19          145,259        250,000  250,000  250,000  17,951  45,262   106,546
  20          157,278        250,000  250,000  250,000  16,303  46,656   118,709
  25          227,014             **  250,000  250,000      **  46,535   203,809
  30          316,016             **  250,000  376,769      **  23,213   352,120
  35          429,609             **       **  622,279      **      **   592,647



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

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

                                      28


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




                                    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            4,757        252,183  252,335    252,487   2,183    2,335       2,487
   2            9,751        255,198  255,691    256,202   5,198    5,691       6,202
   3           14,995        258,144  259,173    260,281   8,144    9,173      10,281
   4           20,501        261,043  262,808    264,784  11,043   12,808      14,784
   5           26,283        263,909  266,618    269,772  13,909   16,618      19,772
   6           32,353        266,744  270,615    275,301  16,744   20,615      25,301
   7           38,727        269,556  274,813    281,434  19,556   24,813      31,434
   8           45,420        272,340  279,219    288,235  22,340   29,219      38,235
   9           52,448        275,099  283,844    295,776  25,099   33,844      45,776
  10           59,827        277,823  288,691    304,128  27,823   38,691      54,128
  11           67,575        281,067  294,347    313,984  31,067   44,347      63,984
  12           75,710        284,224  300,226    324,853  34,224   50,226      74,853
  13           84,252        287,263  306,305    336,807  37,263   56,305      86,807
  14           93,221        290,175  312,583    349,957  40,175   62,583      99,957
  15          102,638        292,964  319,074    364,434  42,964   69,074     114,434
  16          112,527        295,626  325,780    380,375  45,626   75,780     130,375
  17          122,910        298,152  332,705    397,930  48,152   82,705     147,930
  18          133,812        300,536  339,849    417,264  50,536   89,849     167,264
  19          145,259        302,765  347,209    438,556  52,765   97,209     188,556
  20          157,278        304,832  354,785    462,007  54,832  104,785     212,007
  25          227,014        311,143  394,419    618,628  61,143  144,419     368,628
  30          316,016        311,623  438,458    873,440  61,623  188,458     623,440
  35          429,609        301,407  482,167  1,285,727  51,407  232,167   1,035,727



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

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

                                      29


Plan: Flexible Premium Variable Life
      $250,000 Sum Insured at Issue
      Male, Issue Age 45, Fully Underwritten Preferred Underwriting Class
      Option B Death Benefit
      Guideline Premium and Cash Value Corridor Test
      Planned Premium: $4,530*
      Using 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             4757             251365      251490      251615         1365       1490        1615
   2            9,751            253,512     253,898     254,301        3,512      3,898       4,301
   3           14,995            255,528     256,312     257,160        5,528      6,312       7,160
   4           20,501            257,412     258,726     260,206        7,412      8,726      10,206
   5           26,283            259,151     261,127     263,443        9,151     11,127      13,443
   6           32,353            260,741     263,508     266,884       10,741     13,508      16,884
   7           38,727            262,162     265,844     270,527       12,162     15,844      20,527
   8           45,420            263,398     268,115     274,373       13,398     18,115      24,373
   9           52,448            264,430     270,295     278,420       14,430     20,295      28,420
  10           59,827            265,235     272,354     282,662       15,235     22,354      32,662
  11           67,575            266,367     274,862     287,721       16,367     24,862      37,721
  12           75,710            267,235     277,227     293,041       17,235     27,227      43,041
  13           84,252            267,834     279,432     298,641       17,834     29,432      48,641
  14           93,221            268,148     281,452     304,530       18,148     31,452      54,530
  15          102,638            268,163     283,257     310,716       18,163     33,257      60,716
  16          112,527            267,849     284,804     317,195       17,849     34,804      67,195
  17          122,910            267,172     286,042     323,958       17,172     36,042      73,958
  18          133,812            266,091     286,907     330,981       16,091     36,907      80,981
  19          145,259            264,554     287,325     338,234       14,554     37,325      88,234
  20          157,278            262,514     287,220     345,682       12,514     37,220      95,682
  25          227,014                 **     276,251     384,733           **     26,251     134,733
  30          316,016                 **          **     419,772           **         **     169,772
  35          429,609                 **          **     427,939           **         **     177,939



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

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

                                       30


                             ADDITIONAL INFORMATION

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




Contents of this section                                                        Beginning on page
- ------------------------                                                        -----------------
                                                                             
Description of John Hancock.......................................................     32

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

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

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

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

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

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

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

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

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

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

Changes that John Hancock can make as to your policy..............................     41

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

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

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

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

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

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

Financial statements of John Hancock and the Account..............................     43

List of Directors and Executive Officers of John Hancock..........................     44



                                       31


Description of John Hancock

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

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

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

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

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

Our general account

     Our obligations under the policy's fixed investment option are backed by
our general account assets. Our general account consists of assets owned by us
other than those in the Account and in other

                                       32


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

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

Procedures for issuance of a policy

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

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

Minimum Initial Premium

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

Commencement of insurance coverage

     After you apply for a policy, it can sometimes take up to several weeks for
us to gather and evaluate all the information we need to decide whether to issue
a policy to you and, if so, what the insured person's rate class should be.
After we approve an application for a policy and assign an appropriate insurance
rate class, we will prepare the policy for delivery. We will not pay a death
benefit under a policy unless the policy is in effect when the insured person
dies (except for the circumstances described under "Temporary insurance coverage
prior to policy delivery" on page 34).

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

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

 .    The Minimum Initial Premium is received by us.

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

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

                                       33


Backdating

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

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

Temporary coverage prior to policy delivery

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

Monthly deduction dates

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

Commencement of investment performance

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

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

How we process certain policy transactions

Premium payments

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

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

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

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

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

                                       34


 .    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 a variable investment option will be effective at the end of
the business day in which we receive at our Life Servicing Office notice
satisfactory to us.

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

Telephone transfers and policy loans

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

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

Effective date of other policy transactions

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

 .    Sum Insured decreases

 .    Sum Insured increases

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

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

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

                                       35


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

Effects of policy loans

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

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

     Whenever the outstanding loan equals or exceeds the account value, the
policy will terminate 31 days after we have mailed notice of termination to you
(and to any assignee of record at such assignee's last known address) specifying
the amount you must pay to avoid termination, unless a repayment of at least the
amount specified is made within that period. 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 38).

Additional information about how certain policy charges work

Sales expenses and related charges

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

Effect of premium payment pattern

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

Monthly charges

     We deduct the monthly charges described in the Basic Information section
from your policy's investment options in proportion to the amount of account
value you have in each. For each month that we cannot deduct any charge because
of insufficient

                                       36


account value, the uncollected charges will accumulate and be deducted when and
if sufficient account value becomes available.

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

Reduced charges for eligible classes

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

How we market the policies

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

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

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

     The maximum commission payable to a Signator representative for selling a
policy is 65% of the

                                       37


Target Premium paid in the first policy year, 10% of the Target Premium paid in
the second through tenth policy years, and 3% of the Target Premium paid in each
policy year thereafter. The maximum commission on any premium paid in any policy
year in excess of the Target Premium is 3%.

     Representatives with less than four years of service with Signator and
those compensated on salary plus bonus or level commission programs may be paid
on a different basis. Representatives who meet certain productivity and
persistency standards with respect to the sale of policies issued by John
Hancock will be eligible for additional compensation.

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

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

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

Tax considerations

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

Policy proceeds

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

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

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

                                       38


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

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

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

7-pay premium limit

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

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

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

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

                                       39


after the material change, at any time exceed the new 7-pay limit, the policy
will become a modified endowment.

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

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

Corporate and H.R. 10 plans

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

Reports that you will receive

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

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

Voting privileges that you will have

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

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

                                       40


voting instructions, you will receive a summary of that action and the reasons
for it in the next semi-annual report to owners.

 Changes that john hancock can make as to your policy

Changes relating to a Series Fund or the Account

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

Other permissible changes

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

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

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

 . Combining or removing investment options

 . Changes in the form of organization of any separate account

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

 Adjustments we make to death benefits

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

 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 insured person's death, 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

                                       41


such a challenge, however, beyond certain time limits that are specified in the
policy.

Delay for check clearance

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

Delay of separate account proceeds

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

 Other details about exercising rights and paying benefits

Joint ownership

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

Assigning your policy

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

Your beneficiary

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

 Legal matters

  The legal validity of the policies described in this prospectus has been
passed on by Ronald J. Bocage, Vice President and Counsel for John Hancock. 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

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

                                       42


Poppel, F.S.A., an Actuary and Second Vice President of John Hancock.

 Financial statements of John Hancock and the Account

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

  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.

                                       43


           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
Samuel W. Bodman..................   Chairman of the Board and Chief Executive Officer,
                                     Cabot Corporation (chemicals)
I. MacAllister Booth..............   Retired Chairman of the Board and Chief Executive
                                     Officer, Polaroid Corporation (photographic products)
Wayne A. Budd.....................   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 Management (financial
                                     services)
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 of the Board, President and Chief Executive
                                     Officer, Thermo Electron Corp. (scientific and
                                     industrial instruments)
Robert J. Tarr, Jr................   Chairman, President and Chief Executive Officer,
                                     HomeRuns.com (online grocer)





Other Executive Officers
- ------------------------
                                  
Thomas E. Moloney................    Chief Financial Officer
Derek Chilvers...................    Chairman and Chief Executive Officer of John Hancock
                                     International Holdings, Inc.
Kathleen M. Graveline............    Executive Vice President - Retail
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.

                                       44


                        UNAUDITED FINANCIAL STATEMENTS

                                      FOR

                      JOHN HANCOCK LIFE INSURANCE COMPANY

                              FIRST QUARTER 2001

                                       45


                      JOHN HANCOCK LIFE INSURANCE COMPANY

                          CONSOLIDATED BALANCE SHEETS




                                                     March 31
                                                       2001        December 31
                                                   (Unaudited)        2000
                                                  --------------  -------------
                                                         (in millions)
                                                            
Assets
Investments
Fixed maturities:
 Held to maturity--at amortized cost
 (fair value: 2001--$1,940.7; 2000--11,651.2)....   $    1,965.5    $11,888.6
 Available-for-sale--at fair value
 (cost: 2001--$27,649.8; 2000--$15,790.3)........       28,250.9     16,023.5
Equity securities:
 Available-for-sale--at fair value
 (cost: 2000--$867.9; 1999--$830.6)..............        1,039.2      1,094.9
 Trading securities--at fair value
 (cost: 2001--$288.6; 2000--$193.4)..............          267.9        231.6
Mortgage loans on real estate....................        9,003.5      8,968.9
Real estate......................................          528.6        519.0
Policy loans.....................................          437.3        428.6
Short-term investments...........................          220.5        151.9
Other invested assets............................        1,296.8      1,353.0
                                                  --------------    ---------
  Total Investments..............................       43,010.2     40,660.0
Cash and cash equivalents........................        1,681.6      2,841.2
Accrued investment income........................          669.4        585.9
Premiums and accounts receivable.................          266.1        210.8
Deferred policy acquisition costs................        2,385.8      2,388.5
Reinsurance recoverable..........................        3,212.4      2,829.0
Other assets.....................................        2,168.6      2,100.6
Closed block assets--Note 6......................        9,984.9      9,710.0
Separate accounts assets.........................       23,411.6     26,454.8
                                                  --------------    ---------
  Total Assets................................... $     86,790.6    $87,780.8
                                                  ==============    =========


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

                                       46


                      JOHN HANCOCK LIFE INSURANCE COMPANY

                  CONSOLIDATED BALANCE SHEETS -- (CONTINUED)




                                                     March 31
                                                       2001        December 31
                                                   (Unaudited)        2000
                                                  --------------  -------------
                                                         (in millions)
                                                            
Liabilities and Shareholder's Equity
Liabilities
Future policy benefits............................    $23,513.2     22,996.4
Policyholders' funds..............................     15,895.2     15,722.9
Unearned revenue..................................        689.2        671.3
Unpaid claims and claim expense reserves..........        251.5        253.7
Dividends payable to policyholders................        120.5        130.8
Short-term debt...................................        265.6        245.3
Long-term debt....................................        534.1        534.0
Income taxes......................................        598.8        428.8
Other liabilities.................................      3,458.6      2,600.7
Closed block liabilities -- Note 6................     12,180.7     12,035.9
Separate accounts liabilities.....................     23,411.6     26,454.8
                                                      ---------     --------
  Total Liabilities...............................     80,919.0     82,074.6
Minority interest.................................        281.1        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........................      4,998.5      4,998.9
Retained earnings.................................        238.3        330.1
Accumulated other comprehensive income............        343.7         76.9
                                                      ---------     --------
  Total Shareholder's Equity......................      5,590.5      5,415.9
                                                      ---------     --------
  Total Liabilities and Shareholder's Equity......    $86,790.6     87,780.8
                                                      =========     ========


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

                                       47


                      JOHN HANCOCK LIFE INSURANCE COMPANY

                  UNAUDITED CONSOLIDATED STATEMENTS OF INCOME




                                                                                  Three Months Ended
                                                                                        March 31
                                                                                ----------------------
                                                                                   2001        2000
                                                                                ---------   ----------
                                                                                    (in millions)
                                                                                     
Revenues
Premiums....................................................................    $  404.1    $  457.7
Universal life and investment-type product charges..........................       178.0       204.5
Net investment income.......................................................       778.7       845.0
Net realized investment and other gains (losses), net of related
Other revenue...............................................................       (11.6)       (0.5)
Contribution from the closed block -- Note 5................................        20.3        28.7
                                                                                --------    --------
 credited to participating pension contractholders
  Total revenues...........................................................      1,494.3     1,783.0
BENEFITS AND EXPENSES
Benefits to policyholders, excluding amounts related to
 net fees..................................................................        151.2       229.2
 realized investment and other gains (losses) credited to
 participating pension contractholders ($2.3 and $(2.1),
 respectively).............................................................        825.0       952.0
Other operating costs and expenses.........................................        333.2       421.3
Amortization of deferred policy acquisition costs, excluding
 amounts related to net realized investment and other gains
 (losses)($2.0 and $(1.3), respectively)...................................         78.2        43.8

Dividends to policyholders.................................................         27.4        65.9
                                                                                --------    --------
  Total benefits and expenses..............................................      1,263.8     1,483.0
                                                                                --------    --------
Income before income taxes, minority interest and
 cumulative effect of accounting changes...................................        230.5       300.0
Income taxes...............................................................         69.8       101.1
                                                                                --------    --------
Income before minority interest and cumulative effect of
 accounting changes........................................................        160.7       198.9
Minority interest..........................................................         (9.7)       (1.4)
Income before cumulative effect of accounting changes......................        151.0       197.5
Cumulative effect of accounting changes, net of tax
 Derivative instruments and hedging activities.............................        (16.1)        0.0
 Pension and post employment benefits......................................         23.3         0.0
                                                                                --------    --------
Net income.................................................................     $  158.2    $  197.5
                                                                                ========    ========


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

                                       48


                      JOHN HANCOCK LIFE INSURANCE COMPANY

     UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY

                           AND COMPREHENSIVE INCOME




                                                                              Additional
                                                                 Common        Paid in      Retained
                                                                 Stock         Capital      Earnings
                                                            --------------- ------------- ------------
                                                                            (in millions)
                                                                                 

Balance at December 31, 2000..............................            10.0  $   4,998.9    $   330.1
Demutualizaton transactions...............................                         (0.4)
Comprehensive income:
 Net income for the period................................                                     158.2
Other comprehensive income, net of tax:
  Net unrealized gains....................................
  Cash flow hedges........................................
  Foreign currency translation
   Adjustment.............................................
Comprehensive income......................................
Dividend paid to parent company...........................                                    (250.0)
Change in accounting principle............................
Minority interest.........................................
                                                            --------------  -----------    ---------
Balance at March 31, 2001.................................  $         10.0  $   4,998.5    $   238.3
                                                            ==============  ===========    =========
Balance at December 31, 1999..............................                                 $ 4,782.9
Demutualization transaction...............................            10.0      4,904.2     (4,826.9)
Comprehensive income:
 Net income before demutualization........................                                      44.0
 Net income after demutualization.........................                                     153.5
                                                                                           ---------
 Net income for the period................................                                     197.5
 Other comprehensive income, net of tax:
  Net unrealized gains....................................
  Foreign currency translation
   Adjustment.............................................
  Minimum pension liability...............................
Comprehensive income......................................
                                                            --------------  -----------    ---------
Balance at March 31, 2000.................................            10.0  $   4,904.2    $   153.5
                                                            ==============  ===========    =========


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

                                       49


                      JOHN HANCOCK LIFE INSURANCE COMPANY

     UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY

                           AND COMPREHENSIVE INCOME




                                                             Accumulated                       Shares
                                                                Other            Total       Outstanding
                                                            Comprehensive    Shareholder's      (in
                                                                Income          Equity        thousands)
                                                           ---------------   -------------  -------------
                                                                             (in millions)
                                                                                   

Balance at December 31, 2000.............................   $         76.9     $5,415.9        1,000.0
Demutualizaton transactions..............................                          (0.4)
Comprehensive income:
 Net income for the period...............................                         158.2
Other comprehensive income, net of tax:
  Net unrealized gains...................................             36.3         36.3
  Cash flow hedges.......................................             (2.6)        (2.6)
  Foreign currency translation
   Adjustment............................................             23.2         23.2
                                                                               --------
Comprehensive income.....................................                         215.1
Dividend paid to parent company..........................                        (250.0)
Change in accounting principle...........................            227.6        227.6
Minority interest........................................            (17.7)       (17.7)
                                                            --------------     --------        -------
Balance at March 31, 2001................................   $        343.7      5,590.5        1,000.0
                                                            ==============     ========        =======
Balance at December 31, 1999.............................   $        (29.7)    $4,753.2             --
Demutualization transaction..............................                          87.3        1,000.0
Comprehensive income:
 Net income before demutualization.......................                          44.0
 Net income after demutualization........................                         153.5
                                                                               --------
 Net income for the period...............................                         197.5
 Other comprehensive income, net of tax:
  Net unrealized gains...................................             49.6         49.6
  Foreign currency translation
   Adjustment............................................              8.2          8.2
  Minimum pension liability..............................             (5.5)        (5.5)
                                                                               --------
Comprehensive income.....................................                         249.8
                                                            --------------     --------        -------
BAlance at March 31, 2000................................   $         22.6     $5,090.3        1,000.0
                                                            ==============     ========        =======


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

                                       50


                       JOHN HANCOCK LIFE INSURANCE COMPANY

                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS




                                                                                  Three Months Ended
                                                                                       March 31
                                                                                ------------------------
                                                                                   2001         2000
                                                                                ----------  ------------
                                                                                     (in millions)
                                                                                      
Cash flows from operating activities:
 Net income  ................................................................   $   158.2    $   197.5
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Amortization of discount -- fixed maturities .............................       (36.0)       (26.7)
   Realized investment and other (gains) losses, net ........................        26.4        (18.4)
   Change in deferred policy acquisition costs ..............................       (71.3)       (83.0)
   Depreciation and amortization ............................................        21.8         24.6
   Net cash flows from trading securities  ..................................       (36.3)      (145.7)
   Increase in accrued investment income ....................................       (83.5)       (43.3)
   Increase in premiums and accounts receivable  ............................       (55.3)       (62.5)
   (Increase) decrease in other assets and other
     liabilities, net  ......................................................      (182.3)       263.1
   Increase in policy liabilities and accruals, net .........................       480.3        247.6
   Increase in income taxes  ................................................       237.3        101.2
   Initial cash transferred to the closed block  ............................          --       (158.6)
   Loss (contribution) from the closed block ................................       (20.3)       (28.7)
                                                                                ---------    ---------
    Net cash provided by operating activities ...............................       439.0        267.1
Cash flows from investing activities:
 Sales of:
  Fixed maturities available-for-sale  ......................................     4,960.6      1,181.1
  Equity securities available-for-sale ......................................        59.1         42.2
  Real estate  ..............................................................         0.6          8.9
  Short-term investments and other invested assets ..........................        21.7         11.0
 Maturities, prepayments and scheduled redemptions of:
  Fixed maturities held-to-maturity  ........................................        60.2        472.3
  Fixed maturities available-for-sale  ......................................       636.9        289.1
  Short-term investments and other invested assets ..........................        26.5         50.2
  Mortgage loans on real estate .............................................       237.2        333.8
 Purchases of:
  Fixed maturities held-to-maturity  ........................................        (6.7)      (361.1)
  Fixed maturities available-for-sale  ......................................    (6,989.3)    (1,951.6)
  Equity securities available-for-sale ......................................      (112.3)       (47.3)
  Real estate  ..............................................................        (1.1)        (9.2)
  Short-term investments and other invested assets ..........................      (118.9)      (258.5)
  Mortgage loans on real estate issued ......................................      (335.5)      (173.2)
  Cash received related to acquisition of business ..........................          --        126.3
  Other, net ................................................................        16.6         (4.3)
                                                                                ---------    ---------
    Net cash used in investing activities  ..................................   $(1,544.4)   $  (290.3)
                                                                                =========    =========


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

                                       51


                       JOHN HANCOCK LIFE INSURANCE COMPANY

          UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)




                                                                                   Three Months Ended
                                                                                        March 31
                                                                                ------------------------
                                                                                   2001         2000
                                                                                ----------  ------------
                                                                                    (in millions)
                                                                                      
Cash flows from financing activities:
 Issuance of common stock  ..................................................   $      --    $    10.0
 Contribution from parent  ..................................................          --      1,528.7
 Payments to eligible policyholders under Plan of
  Reorganization ............................................................          --       (791.7)
 Dividends paid to parent  ..................................................      (250.0)          --
 Universal life and investment-type contract deposits .......................     1,780.9      1,522.9
 Universal life and investment-type contract
  maturities and withdrawals ................................................    (1,605.4)    (2,290.2)
 Issuance of long-term debt  ................................................          --         10.0
 Repayment of long-term debt ................................................          --        (18.0)
 Net increase (decrease) in commercial paper ................................        20.3        (13.9)
                                                                                ---------    ---------
  Net cash used in financing activities .....................................       (54.2)       (42.2)
                                                                                ---------    ---------
  Net decrease in cash and cash equivalents  ................................    (1,159.6)       (65.4)
Cash and cash equivalents at beginning of year ..............................     2,841.2      1,797.7
                                                                                ---------    ---------
  Cash and cash equivalents at end of year ..................................   $ 1,681.6    $ 1,732.3
                                                                                =========    =========


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

                                       52


                       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 (the Company) have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles 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-month period ended March 31, 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 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 generally accepted accounting principles 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 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, the 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.

  Cumulative Effect of Accounting Change

     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 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, the Company
recorded a credit of $18.6 million (net of tax of $9.9 million), related to its
employee benefit 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).

                                       53


                       JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

     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 Company believes that its current risk management philosophy will
remain largely unchanged after adoption of the Statement. 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, "Accounting for
Derivative Instruments and Hedging Activities", as amended. 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 the transition adjustment in the
adoption of SFAS 133, as amended, and the reclassification of certain securities
from the held-to-maturity category to available-for-sale. The transition
adjustment for the adoption of Statement 133 resulted in an increase in other
comprehensive income of $58.4 million (net of tax of $31.4 million) that was
accounted for as the cumulative effect of an accounting change. The adjustment
for the reclassification of $12.1 billion of the held-to-maturity fixed maturity
investment portfolio to the available-for-sale category resulted in an increase
in other comprehensive income of $169.2 million (net of tax of $91.2 million) as
of January 1, 2001.

  New Accounting Pronouncements

     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 the three months ended March 31, 2000 of $13.7
million (net of tax of $2.3 million). The remaining provisions of this SOP,
which will require the (1) 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.

                                       54


                       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's domestic
life insurance subsidiaries use to prepare their statutory-basis financial
statements. The states of domicile of the Company's domestic life insurance
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 was reported as an adjustment to
surplus in the statutory-basis financial statements as of January 1, 2001.
Although the implementation of Codification had a negative impact on the
Company's domestic life insurance subsidiaries' statutory-basis capital and
surplus, the Company remains in compliance with all regulatory and contractual
obligations.

  Recent Acquisitions

     On March 1, 2000, the Company acquired the individual long term care
insurance business of Fortis, Inc. (Fortis). The pro forma results for the
period ending March 31, 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 $5.7 million for the three months
ended March 31, 2001. No such service fee was charged to JHFS in the first
quarter of 2000. During the three months ended March 31, 2001, the Company paid
dividends to JHFS of $250.0 million. No such dividends were paid in the first
quarter of 2000.

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 please
refer to the Company's 2000 Form 10-K.

     The following table summarizes selected financial information by segment
for the three-months ended or as of March 31 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).

                                       55


                      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
 March 31, 2000
Revenues:
 Segment revenues ........................    $   337.4   $   288.9    $   494.9       $   35.6     $   363.9     $ 1,520.7
 Realized investment and other
  gains (losses), net ....................        (11.8)        6.9        (14.4)           2.5          (9.6)        (26.4)
                                              ---------   ---------    ---------       --------     ---------     ---------
 Revenues ................................    $   325.6   $   295.8    $   480.5       $   38.1     $   354.3     $ 1,494.3
                                              =========   =========    =========       ========     =========     =========
 Net investment income ...................    $   144.3   $   119.8    $   466.8       $    5.5     $    42.3     $   778.7
Net Income:
 Segment after-tax
  operating income  ......................         68.1        31.5         58.4            5.4          17.4         180.8
 Realized investment gains
  (losses), net ..........................         (5.5)        4.6         (8.2)          (0.1)         (5.6)        (14.8)
 Restructuring charges ...................         (1.2)      (13.2)        (0.1)          (0.4)         (0.1)        (15.0)
 Extraordinary item ......................
 Cumulative effect of accounting changes:
  Derivative instruments and
   hedging activities ....................         (6.2)       (2.5)        (3.5)            --          (3.9)        (16.1)
  Pension and post employment
   benefits ..............................         17.9         2.0          2.3           (0.2)          1.3          23.3
                                              ---------   ---------    ---------       --------     ---------     ---------
  Net income .............................    $    73.1   $    22.4    $    48.9       $    4.7     $     9.1     $   158.2
                                              =========   =========    =========       ========     =========     =========
Supplemental Information:
 Inter-segment revenues ..................           --          --           --       $    8.1     $    (8.1)           --
 Equity in net income of investees
  accounted for by the
  equity method ..........................    $     2.3   $     1.1    $     3.4             --          12.6     $    19.4
 Amortization of deferred policy
  acquisition costs, excluding
  amounts related to realized
  investment gains .......................         27.3        23.4          0.6             --          26.9          78.2
 Segment assets ..........................    $27,235.9   $13,634.4    $31,608.5       $2,700.9     $11,610.9     $87,790.6


                                       56


                      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 March 31, 2000
Revenues:
 Segment revenues......................   $    443.4       $   297.4    $       478.6     $        79.2  $   464.8         1,763.4
 Realized investment and
  other gains (losses), net............          7.8             1.9             (7.4)               --       17.3            19.6
                                          ----------       ---------    -------------     -------------  ---------    ------------
Revenues...............................   $    451.2       $   299.3    $       471.2     $        79.2  $   482.1    $    1,783.0
                                          ==========       =========    =============     =============  =========    ============
 Net investment income.................   $    172.5       $   102.6    $       424.3     $         5.6  $   140.0    $      845.0
Net Income:
 Segment after-tax
  operating income.....................         69.5            36.3             54.2              21.4       20.4           201.8
 Realized investment gains
  (losses), net........................          4.9             1.2             (4.7)               --        9.9            11.3
 Restructuring charges.................         (3.0)           (0.9)            (2.1)               --       (0.9)           (6.9)
 Group pension dividend transfer.......           --              --              5.7                --         --             5.7
 Other demutualization
  related costs........................         (6.7)           (1.4)            (1.6)               --       (0.5)          (10.2)
 Extraordinary item....................         (2.6)           (0.6)            (0.6)               --       (0.4)           (4.2)
                                          ----------       ---------    -------------     -------------  ---------    ------------
 Net income............................   $     62.1       $    34.6    $        50.9     $        21.4  $    28.5    $      197.5
                                          ==========       =========    =============     =============  =========    ============
Supplemental Information:
 Inter-segment revenues................           --              --               --     $        11.1  $   (11.1)             --
 Equity in net income of
  investees accounted for
  by the equity method.................   $      0.9       $    (0.2)   $         0.5               5.5       30.6    $       37.3
 Amortization of deferred
  policy acquisition costs,
  excluding amounts related to
  realized investment gains............         13.2            15.1              0.7                --       14.8            43.8
                                          ----------       ---------    -------------     -------------  ---------    ------------
Segment assets.........................   $ 26,556.9       $14,337.6    $    29,952.8     $    12,253.9  $11,967.5    $   85,068.7


Note 4. Severance

     The Company participated in a 1999 JHFS-initiated 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 642 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 March 31,
2001, the liability for employee termination costs, included in other
liabilities was $33.3 million. Employee termination costs, included in other
operating costs and expenses, were $23.6 million and $10.8 million for the three
months ended March 31, 2001 and 2000, respectively. Of the total number of
employees affected, approximately 472 employees were terminated as of March 31,
2001, having received benefit payments of approximately $36.8 million.

                                       57


                      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 March 31, 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 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 $120.1 million
and $172.8 million at March 31, 2001 and December 31, 2000, respectively. There
were no additional reserves recorded related to the settlement for the three
months ended March 31, 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 operations. The insurance business
sold was transferred to UNICARE through a 100% coinsurance agreement. The
Company has secured a $397.0 million letter of credit facility with a group of
banks. The banks have agreed to issue a letter of credit to the Company pursuant
to which the Company may draw up to $397.0 million for any claims not satisfied
by UNICARE under the coinsurance agreement after the Company has incurred the
first $113.0 million of losses from such claims. The amount available pursuant
to the letter of credit agreement and any letter of credit issued thereunder
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.

                                       58


                      JOHN HANCOCK LIFE INSURANCE COMPANY

     NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

     The letter of credit facility was reduced to $272.0 million effective March
1, 2000 and was 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 covering 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, related
to 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 March 31, 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
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.

                                       59


                      JOHN HANCOCK LIFE INSURANCE COMPANY

     NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 6. Closed Block

     The following table sets forth certain summarized financial information
relating to the closed block as of the dates indicated:



                                                                                          March 31,   December 31,
                                                                                            2001          2000
                                                                                          ---------   ------------
                                                                                               (in millions)
                                                                                                
Assets
Investments
Fixed maturities:
 Held-to-maturity--at amortized cost
 (fair value: March 31--$117.7; December 31--$2,327.4)................................    $   120.4    $ 2,269.9
 Available-for-sale--at fair value
 (cost: March 31--$4,710.2; December 31--$2,378.7)....................................      4,824.6      2,353.0
Equity securities:
 Available-for-sale--at fair value
  (cost: March 31--$9.1; December 31--$5.3)...........................................          9.5          6.3
Mortgage loans on real estate.........................................................      1,956.7      1,930.6
Policy loans..........................................................................      1,540.0      1,540.6
Short-term investments................................................................         19.3         62.1
Other invested assets.................................................................         39.8         40.7
                                                                                          ---------    ---------
  Total Investments...................................................................      8,510.3      8,203.2
Cash and cash equivalents.............................................................        297.4        305.6
Accrued investment income.............................................................        165.8        149.3
Premiums and accounts receivable......................................................         19.5         27.1
Deferred policy acquisition costs.....................................................        907.3        947.3
Other assets..........................................................................         84.6         77.5
                                                                                          ---------    ---------
  Total Closed Block Assets...........................................................    $ 9,984.9    $ 9,710.0
                                                                                          ---------    ---------
Liabilities
Future policy benefits................................................................    $ 9,983.5    $ 9,910.5
Policyholders' funds..................................................................      1,467.9      1,459.5
Other liabilities.....................................................................        729.3        665.9
                                                                                          ---------    ---------
  Total Closed Block Liabilities......................................................    $12,180.7    $12,035.9
                                                                                          =========    =========



                                       60


                      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 period indicated:



                                                                                                 For the Period
                                                                           Three Months Ended      February 1
                                                                                March 31        Through March 31
                                                                                  2001                2000
                                                                           ------------------   ----------------
                                                                                      (in millions)
                                                                                          
Revenues
 Premiums..............................................................         $233.6              $171.9
 Net investment income.................................................          169.0               108.9
 Net realized investment and other gains, net..........................            2.7                 3.1
 Other closed block revenue (expense)..................................            0.3                (0.3)
  Total closed block revenues..........................................          405.6               283.6
Benefits and Expenses
 Benefits to policyholders.............................................          253.6               173.0
 Other operating costs and expenses....................................           (2.3)               (3.1)
 Amortization of deferred policy acquisition costs.....................           24.2                 8.5
 Dividends to policyholders............................................          109.8                76.5
  Total closed block benefits and expenses.............................          385.3               254.9
  Contribution from the closed block...................................         $ 20.3              $ 28.7


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 mismatch of assets and liabilities.

     The fair value of derivative instruments classified as assets at March 31,
2001 was $30.4 million and appears on the Consolidated Balance Sheet in other
assets. The fair value of derivative instruments classified as liabilities at
March 31, 2001 was $268.0 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 133, as amended, by designating derivative instruments as either fair value
or cash flow hedges. For derivative instruments that are designated 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. The change in value of the
hedged item is used to adjust its cost basis on a quarterly basis and is
amortized into investment income over its remaining life, beginning either
immediately or when the hedge designation is removed. 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 hedge ineffectiveness is assumed because the derivative instrument
was constructed such that all terms of the derivative exactly match the hedged
risk in the hedged item. The ineffective portion is recorded in net realized
investment and other gains and losses.

     For derivative instruments not designated as hedges, the change in fair
value of the derivative is recorded in net realized investment and other gains
and losses.

     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.

                                       61


                      JOHN HANCOCK LIFE INSURANCE COMPANY

     NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 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 mismatch
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 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 months ended March 31, 2001, the Company recognized a net loss
of $7.5 million related to the ineffective portion of its fair value hedges, and
a net gain of $2.1 million related to the portion of the hedging instruments
that were excluded from the assessment of hedge effectiveness. For the three
months ended March 31, 2001, none of the Company's hedged firm commitments no
longer 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 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.

  The Company uses 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 uses 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.

                                       62


                      JOHN HANCOCK LIFE INSURANCE COMPANY

     NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

  For the three months ended March 31, 2001, the Company recognized a net loss
of $0.1 million related to the ineffective portion of its cash flow hedges, and
a net gain of $8.0 million related to the portion of the hedging instruments
that was excluded from the assessment of hedge effectiveness. For the three
months ended March 31, 2001, none of the Company's hedged forecasted
transactions no longer qualified as cash flow hedges.

  For the three months ended March 31, 2001, no amounts were reclassified from
other accumulated comprehensive income to earnings and it is anticipated that
approximately $1.4 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 months ended March 31, 2001, none of the Company's cash flow
hedges have been discontinued because it was probable that the original
forecasted transaction 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 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.
As of March 31, 2001, $2.7 million of losses 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 $20.3 million (net of tax of $12.3 million) as of March 31, 2001.

 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 Hedging 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 to be credited
to equity indexed universal life insurance policies. The gains and losses on
these derivatives are included in net investment income, 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.

                                       63


                        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
                                       64


                      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.

                                       65


                      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.

                                       66


                      JOHN HANCOCK LIFE INSURANCE COMPANY

                       CONSOLIDATED STATEMENTS OF INCOME




                                                                                       Year Ended December 31,
                                                                                   ------------------------------
                                                                                     2000       1999        1998
                                                                                   ---------  ---------  --------
                                                                                            (in millions)
                                                                                                
Revenues
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.

                                       67


                      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.

                                       68


                      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.

                                       69


                      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.

                                       70


                      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.

                                       71


                      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.

                                       72


                      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.

                                       73


                      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.

                                       74


                      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.

                                       75


                      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.

                                       76


                      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.

                                       77


                       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.

                                       78


                       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.

                                       79


                       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.

                                       80


                      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.

                                      81


                      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.

                                      82


                       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
                                                                              ========   ========    ========


                                       83


                      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
                                                          =========   ========     ======     =========


                                       84


                      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
                                  ==========   =======     =======    ==========

                                       85


                      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.

                                       86


                      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
                                    =======    =======     =======     =======

                                       87


                      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

                                       88


                      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.

                                       89


                      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:



                                                 Number of Contracts/               Assets (Liabilities)
                                                                         -----------------------------------------
                                                    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...............   $6,896.1    $5,824.0      (178.2)     (290.4)     82.9        94.7
   Notional
   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.

                                       90


                      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
                                                     ========  ======   ======


                                       91


                      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
                                                    ======   ======    ======


                                       92


                      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.

                                       93


                      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
                                                  -------------  -------------
Assets                                                    (in millions)

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
                                                         ----------------------
Revenues                                                     (in millions)

  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
                                                               ========

                                       94


                      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
                                  ---------  ----------  ----------   -------
December 31, 2000                                (in millions)
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.

                                       95


                      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                  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
                                                             ======    ======

                                      96


                      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.

                                      97


                      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.

                                      98


                      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.

                                      99


                      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.

                                      100


                      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
                                                                         ==========   ========


                                      101


                      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)


                                      102


                       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.

                                      103


                       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:



                                                                                           Foreign                 Accumulated
                                                                               Net         Currency     Minimum        Other
                                                                            Unrealized    Translation   Pension    Comprehensive
                                                                          Gains (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
                                                                             =======         ======      ======       =======


                                      104


                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 12--Shareholder's Equity  (continued)




                                                                                              Foreign                 Accumulated
                                                                                  Net         Currency     Minimum        Other
                                                                               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
                                                                                 =======        ======     ======       =======


                                      105


                      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

                                      106


                      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.

                                      107


                      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.

                                      108


                      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
                                                   =========   =========    =========       ========     =========     =========


                                      109


                      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
                                                   =========   =========    =========       ========     =========     =========


                                      110


                      JOHN HANCOCK LIFE INSURANCE COMPANY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 13--Segment Information (continued)



                                                                  Retail                   Institutional
                                                      Retail      Asset     Institutional   Investment    Corporate
1998                                                Protection  Gathering       G&SFP       Management    and Other   Consolidated
- ----                                                ----------  ----------  -------------  -------------  ---------  --------------
                                                                                                   
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
                                                    =========   =========    =========       ========     ========     =========


                                      111


                      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.

                                      112


                      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.

                                      113


                       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)


                                      114


                       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.

                                      115


                       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.

                                      116


                       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.

                                      117


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

                                      118


                       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.

                                      119


                      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


                                      120


                      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.

                                      121


                      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                  Assumed
                                                                         Amount    Companies  Companies     Net 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.

                                      122


                        UNAUDITED FINANCIAL STATEMENTS

                                      FOR

                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                              FIRST QUARTER 2001

                                      123


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (Unaudited)

                                 March 31, 2001



                                                                                         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 .......     31,955,200    88,185,696     5,683,167      4,072,904
Investments in shares of portfolios
 of Outside Trust, at value ..............................             --            --            --             --
Policy loans and accrued interest receivable .............      2,991,018    11,327,428       431,266
Receivable from:
John Hancock Variable Series Trust I .....................             --       441,725        14,108             --
Outside Trust ............................................             --            --            --             --
                                                             ------------  ------------   -----------    -----------
Total assets .............................................     34,946,218    99,954,849     6,128,541      4,072,904
Liabilities
Payable to:
John Hancock Variable Life Insurance Company .............            559         1,300            98             66
Outside Trust ............................................             --            --            --             --
Asset charges payable ....................................             --            --            --             --
                                                             ------------  ------------   -----------    -----------
Total liabilities ........................................            559         1,300            98             66
                                                             ------------  ------------   -----------    -----------
Net assets ...............................................    $34,945,659   $99,953,549    $6,128,443     $4,072,838
                                                             ============  ============   ===========    ===========




                                                                 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 .......        180,460    10,350,572    14,820,451     20,668,625
Investments in shares of portfolios
 of Outside Trust, at value ..............................             --            --            --             --
Policy loans and accrued interest receivable .............             --            --        16,174      2,296,148
Receivable from:
John Hancock Variable Series Trust I .....................            227            --            --          8,385
Outside Trust ............................................             --            --            --             --
                                                                ---------  ------------   -----------    -----------
Total assets .............................................        180,687    10,350,572    14,836,625     22,971,873
Liabilities
Payable to:
John Hancock Variable Life Insurance Company .............              3           171           241          1,094
Outside Trust ............................................             --            --            --             --
Asset charges payable.....................................             --            --            --              3
                                                                ---------  ------------   -----------    -----------
Total liabilities ........................................              3           171           241          1,097
                                                                ---------  ------------   -----------    -----------
Net assets ...............................................       $180,684   $10,350,401   $14,836,384    $22,970,776
                                                                =========  ============   ===========    ===========


See accompanying notes.

                                       124


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

          STATEMENT OF ASSETS AND LIABILITIES (Unaudited) (continued)

                                 March 31, 2001



                                                                 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 .......         4,084,348      5,372,068     5,115,412     196,949,722
Investments in shares of portfolios
 of Outside Trust, at value ..............................                --             --            --              --
Policy loans and accrued interest receivable .............                --             --       384,420      33,111,620
Receivable from:
John Hancock Variable Series Trust I .....................             2,633             --        23,160              --
Outside Trust ............................................                --             --            --              --
                                                                ------------     ----------    ----------    ------------
Total assets .............................................         4,086,981      5,372,068     5,522,995     230,061,342
Liabilities
Payable to:
John Hancock Variable Life Insurance Company .............                67             87            88           2,793
Outside Trust ............................................                --             --            --              --
Asset charges payable ....................................                --             --            --              --
                                                                ------------     ----------    ----------    ------------
Total liabilities ........................................                67             87            88           2,793
                                                                ------------     ----------    ----------    ------------
Net assets ...............................................      $  4,086,914     $5,371,981    $5,522,907    $230,058,549
                                                                ============     ==========    ==========    ============





                                                                                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 .......        91,271,868        393,901     2,810,164       9,219,807
Investments in shares of portfolios
 of Outside Trust, at value ..............................                --             --            --              --
Policy loans and accrued interest receivable .............        13,756,579             --            --              --
Receivable from:
John Hancock Variable Series Trust I .....................           165,895          1,958            --              --
Outside Trust ............................................                --             --            --              --
                                                                ------------     ----------    ----------    ------------
Total assets .............................................       105,193,657        395,859     2,810,164       9,219,807
Liabilities
Payable to:
John Hancock Variable Life Insurance Company..............             1,648              7            45             151
Outside Trust ............................................                --             --            --              --
Asset charges payable ....................................                --             --            --              --
                                                                ------------     ----------    ----------    ------------
Total liabilities ........................................             1,648              7            45             151
                                                                ------------     ----------    ----------    ------------
Net assets ...............................................      $105,192,009       $395,852    $2,810,119    $  9,219,656
                                                                ============     ==========    ==========    ============


See accompanying notes.

                                       125


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

          STATEMENT OF ASSETS AND LIABILITIES (Unaudited) (continued)

                                 March 31, 2001



                                                                                                            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 .......         44,739,299   1,088,725    363,051       1,222,726
Investments in shares of portfolios
 of Outside Trust, at value ..............................                 --          --         --              --
Policy loans and accrued interest receivable .............                 --          --         --              --
Receivable from:
John Hancock Variable Series Trust I .....................             40,484          --         --              --
Outside Trust ............................................                 --          --         --              --
                                                                  -----------  ----------   --------      ----------
Total assets .............................................         44,779,783   1,088,725    363,051       1,222,726
Liabilities
Payable to:
John Hancock Variable Life Insurance Company .............                729          18          6              20
Outside Trust ............................................                 --          --         --              --
Asset charges payable ....................................                 --          --         --              --
                                                                  -----------  ----------   --------      ----------
Total liabilities ........................................                729          18          6              20
                                                                  -----------  ----------   --------      ----------
Net assets ...............................................        $44,779,054  $1,088,707   $363,045      $1,222,706
                                                                  ===========  ==========   ========      ==========





                                                                 Frontier
                                                                  Capital        Emerging                   Small/Mid
                                                                Appreciation  Markets 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 .......         626,088        659,594       283,491       517,936
Investments in shares of portfolios
 of Outside Trust, at value ..............................              --             --            --            --
Policy loans and accrued interest receivable .............              --             --            --            --
Receivable from:
John Hancock Variable Series Trust I .....................              --             --         1,487           423
Outside Trust ............................................              --             --            --            --
                                                                  --------       --------      --------      --------
Total assets .............................................         626,088        659,594       284,978       518,359
Liabilities
Payable to:
John Hancock Variable Life Insurance Company..............              10             11             5             9
Outside Trust ............................................              --             --            --            --
Asset charges payable ....................................              --             --            --            --
Total liabilities ........................................        --------       --------      --------      --------
                                                                        10             11             5             9
Net assets ...............................................        --------       --------      --------      --------
                                                                  $626,078       $659,583      $284,973      $518,350
                                                                  ========       ========      ========      ========


See accompanying notes.

                                       126


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

          STATEMENT OF ASSETS AND LIABILITIES (Unaudited) (continued)

                                March 31, 2001



                                                                  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.......      622,890       25,601         1,562          9,239
Investments in shares of
  portfolios of Outside Trust, at value...................           --           --            --             --
Policy loans and accrued interest receivable..............           --           --            --             --
Receivable from:
John Hancock Variable Series Trust I......................        4,477           --            --             --
Outside Trust.............................................           --           --            --             --
                                                               --------      -------       -------       --------
Total assets..............................................      627,367       25,601         1,562          9,239
Liabilities
Payable to:
John Hancock Variable Life Insurance Company..............           10           --            --             --
Outside Trust.............................................           --           --            --             --
Asset charges payable.....................................           --           --            --             --
                                                               --------      -------       -------       --------
Total liabilities.........................................           10           --            --             --
                                                               --------      -------       -------       --------
Net assets................................................     $627,357      $25,601       $ 1,562       $  9,239
                                                               ========      =======       =======       ========


                                                                                                                 Janus Aspen
                                                                                Fidelity VIP   Fidelity 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......           4,634          3,425             5,547          2,633
Investments in shares of portfolios
  of Outside Trust, at value..............................              --             --                --             --
Policy loans and accrued interest receivable..............              --             --                --             --
Receivable from:
John Hancock Variable Series Trust I......................              --             --                --             --
Outside Trust.............................................              --             --                --             --
                                                               -----------      ---------      ------------      ---------
Total assets..............................................           4,634          3,425             5,547          2,633
Liabilities
Payable to:
John Hancock Variable Life Insurance Company..............              --             --                --             --
Outside Trust.............................................              --             --                --             --
Asset charges payable.....................................              --             --                --             --
                                                               -----------      ---------      ------------      ---------
Total liabilities.........................................              --             --                --             --
                                                               -----------      ---------      ------------      ---------
Net assets................................................     $     4,634      $   3,425      $      5,547      $   2,633
                                                               ===========      =========      ============      =========


See accompanying notes.

                                      127


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

          STATEMENT OF ASSETS AND LIABILITIES (Unaudited) (continued)

                                March 31, 2001



                                                                Janus Aspen     MFS New
                                                                 Worldwide    Discovery       Active
                                                                   Growth       Series        Bond II
                                                                 Subaccount   Subaccount    Subaccount
                                                                ------------  -----------  ------------
                                                                                  
Assets
Cash.....................................................          $   --       $    --       $   --
Investments in shares of portfolios
 of John Hancock Variable Series Trust
 I, at value.............................................           3,838        14,414        1,558
Investments in shares of portfolios
 of Outside Trust, at value..............................              --            --           --
Policy loans and accrued interest
 receivable..............................................              --            --           --
Receivable from:
John Hancock Variable Series Trust I.....................              --            --            8
Outside Trust............................................              --            --           --
                                                                   ------       -------       ------
Total assets.............................................           3,838        14,414        1,566
Liabilities
Payable to:
John Hancock Variable Life Insurance Company.............              --            --           --
Outside Trust............................................              --            --           --
Asset charges payable....................................              --            --           --
                                                                   ------       -------       ------
Total liabilities........................................              --            --           --
                                                                   ------       -------       ------
Net assets...............................................          $3,838       $14,414       $1,566
                                                                   ======       =======       ======


See accompanying notes.

                                      128


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                     STATEMENTS OF OPERATIONS (Unaudited)

                       Years and periods ended March 31,



                                                      Large Cap Growth Subaccount                  Active Bond Subaccount
                                                 ---------------------------------------  ----------------------------------------
                                                    2001           2000          1999         2001          2000          1999
                                                 ------------  -------------  ----------  ------------  ------------  ------------
                                                                                                     
Investment income:
Distributions received from:
  John Hancock Variable Series Trust I.........  $    56,902   $  6,351,461   $6,381,711  $  1,588,230   $ 5,048,654    $ 5,184,234
  Outside Trust................................                          --           --            --            --             --
Interest income on policy loans................                     223,081      161,454            --       769,530        750,673
                                                 -----------   ------------   ----------  ------------   -----------    -----------
Total investment income........................       56,902      6,574,542    6,543,165     1,588,230     5,818,184      5,934,907
Expenses:
  Mortality and expense risks..................       58,745        286,716      213,770       114,652       485,231        452,925
                                                 -----------   ------------   ----------  ------------   -----------    -----------
Net investment income (loss)...................       (1,843)     6,287,826    6,329,395     1,473,578     5,332,953      5,481,982
Net realized and unrealized gain (loss)
   on investments:
  Net realized gains (losses)..................       45,046      1,809,410    1,146,308      (138,339)   (1,058,175)      (388,883)
  Net unrealized appreciation (depreciation)
     during the period.........................   (8,553,529)   (17,039,660)     320,087     1,719,671     3,862,398     (5,439,148)
                                                 -----------   ------------   ----------  ------------   -----------    -----------
Net realized and unrealized gain (loss)
   on investments..............................   (8,508,483)   (15,230,250)   1,466,395     1,581,332     2,804,223     (5,828,031)
                                                 -----------   ------------   ----------  ------------   -----------    -----------
Net increase (decrease) in net asset resulting
   from operations.............................  $(8,510,326)  $ (8,942,424)  $7,795,790  $  3,054,910   $ 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.........  $    22,483   $     334,135   $  212,869  $        --   $     621,346  $    543,433
  Outside Trust................................           --              --           --           --              --            --
Interest income on policy loans................        7,927          29,828       20,538           --              --            --
                                                  ----------   -------------   ----------  -----------   -------------  ------------
Total investment income........................       30,410         363,963      233,407           --         621,346       543,433
Expenses:
  Mortality and expense risks..................        9,425          41,808       32,838        7,198          39,379        15,809
                                                  ----------   -------------   ----------  -----------   -------------  ------------
Net investment income (loss)...................       20,985         322,155      200,569       (7,198)        581,967       527,624
Net realized and unrealized gain (loss)
   on investments:
  Net realized gains (losses)..................      (19,774)         76,586       62,140      190,317         159,388        48,210
  Net unrealized appreciation (depreciation)
     during the period.........................     (765,992)     (1,706,468)   1,295,768   (1,286,350)     (2,654,137)    1,125,829
                                                  ----------   -------------   ----------  -----------   -------------  ------------
Net realized and unrealized gain (loss)
  on investments...............................     (785,766)     (1,629,882)   1,357,908   (1,096,033)     (2,494,749)    1,174,039
                                                  ----------   -------------   ----------  -----------   -------------  ------------
Net increase (decrease) in net assets resulting
  from operations..............................   $ (764,781)  $  (1,307,727)  $1,558,477  $(1,103,231)  $  (1,912,782) $  1,701,663
                                                  ==========   =============   ==========  ===========   =============  ============


See accompanying notes.

                                      129


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF OPERATIONS (Unaudited) (continued)

                       Years and periods ended March 31,



                                                         Global Balanced Subaccount               Mid Cap Growth Subaccount
                                                    ------------------------------------  ----------------------------------------
                                                        2001         2000        1999         2001           2000          1999
                                                    -----------  -----------  ----------  ------------  -------------  -----------
                                                                                                     
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I...........    $      631   $    8,232   $  17,211   $        --   $  2,284,720    $1,373,009
  Outside Trust.................................            --           --          --            --             --            --
Interest income on policy loans.................            --           --          --            --             --            --
                                                    ----------   ----------   ---------   -----------   ------------    ----------
Total investment income.........................          631        8,232      17,211            --      2,284,720     1,373,009
Expenses:
 Mortality and expense risks....................          262        1,034       1,267        20,318        101,903        34,834
                                                    ----------   ----------   ---------   -----------   ------------    ----------
Net investment income (loss)....................          369        7,198      15,944       (20,318)     2,182,817     1,338,175
Net realized and unrealized gain (loss)
 on investments:
 Net realized gains (losses)....................       (1,320)      (3,641)      1,061      (488,136)     1,892,763       420,826
 Net unrealized appreciation (depreciation)
  during the period.............................       (11,447)     (21,945)     (8,559)   (4,750,794)   (11,690,290)    4,283,452
                                                    ----------   ----------   ---------   -----------   ------------    ----------
Net realized and unrealized gain (loss)
 on investments.................................       (12,767)     (25,586)     (7,498)   (5,238,930)    (9,797,527)    4,704,278
                                                    ----------   ----------   ---------   -----------   ------------    ----------
Net increase (decrease) in net assets resulting
 from operations................................    $  (12,398)  $  (18,388)  $   8,446   $(5,259,248)  $ (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...........    $  63,070    $   759,319  $  511,132  $    386,759  $   1,260,525  $ 1,134,371
 Outside Trust..................................           --             --          --            --             --           --
Interest income on policy loans.................           --             --          --            --        162,299      155,491
                                                    ---------    -----------  ----------  ------------  -------------  -----------
Total investment income.........................       63,070        759,319     511,132       386,759      1,422,824    1,289,862
Expenses:
 Mortality and expense risks....................       22,047         65,992      36,983        32,564        132,261      146,758
                                                    ---------    -----------  ----------  ------------  -------------  -----------
Net investment income (loss)....................       41,023        693,327     474,149       354,195      1,290,563    1,143,104
Net realized and unrealized gain (loss)
 on investments:
 Net realized gains (losses)....................        8,947        (47,306)    123,242            --             --           --
 Net unrealized appreciation (depreciation)
  during the period.............................     (537,604)       854,807    (499,454)           --             --           --
                                                    ---------    -----------  ----------  ------------  -------------  -----------
Net realized and unrealized gain (loss)
 on investments.................................     (528,657)       807,501    (376,212)           --             --           --
                                                    ---------    -----------  ----------  ------------  -------------  -----------
Net increase (decrease) in net assets resulting
 from operations................................    $(487,634)   $ 1,500,828  $   97,937  $    354,195  $   1,290,563  $ 1,143,104
                                                    =========    ===========  ==========  ============  =============  ===========


See accompanying notes.

                                      130


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF OPERATIONS (Unaudited) (continued)

                       Years and periods ended March 31,



                                                 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..........  $   9,846   $  861,684   $  30,563   $         --   $    603,438    $   840,786
 Outside Trust.................................         --           --          --             --             --             --
Interest income on policy loans................         --           --          --             --             --             --
                                                 ---------   ----------   ---------   ------------   ------------    -----------
Total investment income........................      9,846      861,684      30,563             --        603,438        840,786
Expenses:
 Mortality and expense risks...................      7,377       36,705      28,106          8,478         32,879         30,491
                                                 ---------   ----------   ---------   ------------   ------------    -----------
Net investment income (loss)...................      2,469      824,979       2,457         (8,478)       570,559        810,295
Net realized and unrealized gain (loss)
 on investments:
 Net realized gains (losses)...................    385,014      (47,013)   (547,518)        (6,081)      (136,669)        16,952
 Net unrealized appreciation (depreciation)
  during the period............................   (768,042)     853,987     657,486       (639,663)        (2,663)      (590,295)
                                                 ---------   ----------   ---------   ------------   ------------    -----------
Net realized and unrealized gain (loss)
 on investments................................   (338,028)     806,974     109,968       (645,744)      (139,332)      (573,343)
                                                 ---------   ----------   ---------   ------------   ------------    -----------
Net increase (decrease) in net assets resulting
 from operations...............................  $(380,559)  $1,631,953   $ 112,425   $   (654,222)  $    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..........  $  29,980   $   471,363   $  262,930   $    794,662   $ 43,732,520    $35,057,066
 Outside Trust.................................         --            --           --             --             --             --
Interest income on policy loans................         --        21,486       17,361             --      2,428,588      2,279,107
                                                 ---------   -----------   ----------   ------------   ------------    -----------
Total investment income........................     29,980       492,849      280,291        794,662     46,161,108     37,336,173
Expenses:
 Mortality and expense risks...................      7,999        27,585       24,900        275,159      1,733,223      1,779,482
                                                 ---------   -----------   ----------   ------------   ------------    -----------
Net investment income (loss)...................     21,981       465,264      255,391        519,503     44,427,885     35,556,691
Net realized and unrealized gain (loss)
 on investments:
 Net realized gains (losses)...................    (95,171)     (159,205)    (168,994)       284,830     18,300,286      5,502,422
 Net unrealized appreciation (depreciation)
  during the period............................   (103,669)      919,904     (220,380)   (36,829,357)   (96,829,044)     2,405,417
                                                 ---------   -----------   ----------   ------------   ------------    -----------
Net realized and unrealized gain (loss)
 on investments................................   (198,840)      760,699     (389,374)   (36,544,527)   (78,528,758)     7,907,839
                                                 ---------   -----------   ----------   ------------   ------------    -----------
Net increase (decrease) in net assets resulting
 from operations...............................  $(176,859)  $ 1,225,963   $ (133,983)  $(36,025,024)  $(34,100,873)   $43,464,530
                                                 =========   ===========   ==========   ============   ============    ===========


See accompanying notes.

                                      131


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF OPERATIONS (Unaudited) (continued)

                       Years and periods ended March 31,



                                                            Managed Subaccount                     Short-term Bond Subaccount
                                                 -----------------------------------------  ---------------------------------------
                                                    2001           2000          1999          2001          2000          1999
                                                 ------------  -------------  ------------  ------------  ------------  -----------
                                                                                                      
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I..........  $   827,470   $ 11,757,304   $ 9,998,433   $     5,881   $    17,131    $  15,539
 Outside Trust.................................           --             --            --            --            --           --
Interest income on policy loans................           --             --       953,686            --            --           --
                                                 -----------   ------------   -----------   -----------   -----------    ---------
Total investment income........................      827,470     11,757,304    10,952,119         5,881        17,131       15,539
Expenses:
 Mortality and expense risks...................      154,467        664,664       649,802           559         1,637        1,497
                                                 -----------   ------------   -----------   -----------   -----------    ---------
Net investment income (loss)...................      673,003     11,092,640    10,302,317         5,322        15,494       14,042
Net realized and unrealized gain (loss)
 on investments:
 Net realized gains (losses)...................       71,497      1,551,519       996,546          (200)       (2,287)      (8,638)
 Net unrealized appreciation (depreciation)
  during the period............................   (6,435,848)   (12,278,637)   (2,108,530)        5,275         6,756       (2,442)
                                                 -----------   ------------   -----------   -----------   -----------    ---------
Net realized and unrealized gain (loss)
 on investments................................   (6,364,351)   (10,727,118)   (1,111,984)        5,075         4,469      (11,080)
                                                 -----------   ------------   -----------   -----------   -----------    ---------
Net increase (decrease) in net assets resulting
 from operations...............................  $(5,691,348)  $    365,522   $ 9,190,333   $    10,397   $    19,963    $   2,962
                                                 ===========   ============   ===========   ===========   ===========    =========




                                                         Small Cap Equity Subaccount        International Opportunities Subaccount
                                                 -----------------------------------------  ---------------------------------------
                                                    2001           2000          1999          2001          2000          1999
                                                 ------------  -------------  ------------  ------------  ------------  -----------
                                                                                                      
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I..........  $        --   $    321,253   $    79,585   $        --   $   617,754   $  241,151
 Outside Trust.................................           --             --            --            --            --           --
Interest income on policy loans................           --             --            --            --            --           --
                                                 -----------   ------------   -----------   -----------   -----------   ----------
Total investment income........................           --        321,253        79,585            --       617,754      241,151
Expenses:
 Mortality and expense risks...................        5,256         23,745        17,680        15,091        53,038       17,937
                                                 -----------   ------------   -----------   -----------   -----------   ----------
Net investment income (loss)...................       (5,256)       297,508        61,905       (15,091)      564,716      223,214
Net realized and unrealized gain (loss)
 on investments:
 Net realized gains (losses)...................     (354,548)      (110,857)      (33,134)           --       348,813      155,412
 Net unrealized appreciation (depreciation)
  during the period............................      (17,236)      (668,463)     (148,401)   (1,630,046)   (2,497,504)     387,412
                                                 -----------   ------------   -----------   -----------   -----------   ----------
Net realized and unrealized gain (loss)
 on investments................................     (371,784)      (779,320)     (181,535)   (1,630,046)   (2,148,691)     542,824
                                                 -----------   ------------   -----------   -----------   -----------   ----------
Net increase (decrease) in net assets resulting
 from operations...............................  $  (377,040)  $   (481,812)  $  (119,630)  $(1,645,137)  $(1,583,975)  $  766,038
                                                 ===========   ============   ===========   ===========   ===========   ==========


See accompanying notes.

                                      132


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF OPERATIONS (Unaudited) (Continued)

                       Years and periods ended March 31,



                                                         Equity Index Subaccount               Global Bond  Subaccount
                                                  --------------------------------------  ------------------------------------
                                                      2001          2000          1999        2001        2000        1999
                                                  ------------  ------------  ----------  -----------  ---------  ------------
                                                                                                
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I ........   $   140,562   $ 2,327,055   $  593,325   $      --   $ 63,032    $  37,862
 Outside Trust................................            --            --           --          --         --           --
Interest income on policy loans...............                          --           --          --         --           --
                                                 -----------   -----------   ----------   ---------   --------    ---------
Total investment income.......................       140,562     2,327,055      593,325          --     63,032       37,862
Expenses:
 Mortality and expense risks..................        71,524       185,175       63,950       1,656      5,624        4,084
                                                 -----------   -----------   ----------   ---------   --------    ---------
Net investment income (loss)..................        69,038     2,141,880      529,375      (1,656)    57,408       33,778
Net realized and unrealized gain (loss)
 on investments:
 Net realized gains (losses)..................       (19,774)      485,643      271,978          --    (14,302)        (151)
 Net unrealized appreciation (depreciation)
  during the period ..........................    (6,143,969)   (8,035,375)   1,282,937     (35,606)    63,359      (52,953)
                                                 -----------   -----------   ----------   ---------   --------    ---------
Net realized and unrealized gain
 (loss) on investments........................    (6,163,743)   (7,549,732)   1,554,915     (35,606)    49,057      (53,104)
                                                 -----------   -----------   ----------   ---------   --------    ---------
Net increase (decrease) in net
 assets resulting from operations.............   $(6,094,705)  $(5,407,852)  $2,084,290   $ (37,262)  $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................................            --         52,832      19,328          --        92,935         16,354
Interest income on policy loans...............            --             --          --          --            --             --
                                                   ---------    -----------    --------   ---------    ----------     ----------
Total investment income.......................            --         52,832       1,139          --        92,935         16,354
Expenses:
 Mortality and expense risks..................           605          2,215       1,139       1,738         4,973          2,166
                                                   ---------    -----------    --------   ---------    ----------     ----------
Net investment income (loss)..................          (605)        50,617      18,189      (1,738)       87,962         14,188
Net realized and unrealized gain (loss)
 on investments:
 Net realized gains (losses)..................           176         20,969      26,736      17,938        13,902         11,526
 Net unrealized appreciation (depreciation)
  during the period ..........................       (89,574)      (120,040)     23,628    (128,838)      (35,201)       122,734
                                                   ---------    -----------    --------   ---------    ----------     ----------
Net realized and unrealized gain
 (loss) on investments........................       (89,398)       (99,071)     50,364    (110,900)      (21,299)       134,260
                                                   ---------    -----------    --------   ---------    ----------     ----------
Net increase (decrease) in net
 assets resulting from operations.............     $ (90,003)   $   (48,454)   $ 68,553   $(112,638)   $   66,663     $  148,448
                                                   =========    ===========    ========   =========    ==========     ==========


See accompanying notes.

                                       133


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF OPERATIONS (Unaudited) (Continued)

                       Years and periods ended March 31,



                                                      Frontier Capital Appreciation
                                                              Subaccount              Emerging Markets Equity Subaccount
                                                    -------------------------------   ------------------------------------
                                                      2001        2000        1999        2001         2000         1999
                                                    ---------  ----------  ---------  -----------  -----------  ----------
                                                                                              
Investment income:
Distributions received from:
 John Hancock Variable
  Series Trust I .............................     $      --    $      --   $     --   $      --   $   63,791     $ 15,636
 Outside Trust................................            --      133,836     13,028          --           --           --
Interest income on policy loans...............            --           --         --          --           --           --
                                                   ---------    ---------   --------   ---------   ----------     --------
Total investment income.......................            --      133,836     13,028          --       63,791       15,636
Expenses:
 Mortality and expense risks..................           915        3,700      4,257       1,276        5,200          466
                                                   ---------    ---------   --------   ---------   ----------     --------
Net investment income (loss)..................          (915)     130,136      8,771      (1,276)      58,591       15,170
 Net realized and unrealized gain (loss)
  on investments:
 Net realized gains (losses)..................           955       68,311    (59,550)   (238,994)      19,902        1,838
 Net unrealized appreciation (depreciation)
  during the period ..........................       (40,716)    (175,994)    89,369     145,003     (571,486)      92,713
                                                   ---------    ---------   --------   ---------   ----------     --------
Net realized and unrealized gain
 (loss) on investments........................       (39,761)    (107,683)    29,819     (93,991)    (551,584)      94,951
                                                   ---------    ---------   --------   ---------   ----------     --------
Net increase (decrease) in net
 assets resulting from operations.............     $ (40,676)   $  22,453   $ 38,590   $ (95,267)  $ (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................  $4,168   $  7,273   $   2,971    $    848    $ 22,843    $  6,699
 Outside Trust.......................................      --         --          --          --          --          --
Interest income on policy loans......................      --         --          --                      --          --
                                                       ------   --------   ---------    --------    --------    --------
Total investment income..............................   4,168      7,273       2,971         848      22,843       6,699
Expenses:
 Mortality and expense risks.........................     383        561         270         811       1,051         335
                                                       ------   --------   ---------    --------    --------    --------
Net investment income (loss).........................   3,785      6,712       2,701          37      21,792       6,364
Net realized and unrealized gain (loss)
 on investments:
 Net realized gains (losses).........................   1,234       (607)     (1,613)        514       1,505       1,093
 Net unrealized appreciation (depreciation)
  during the period..................................   1,497      6,100      (1,753)    (54,662)    (13,928)      4,719
                                                       ------   --------   ---------    --------    --------    --------
Net realized and unrealized gain (loss)
 on investments......................................   2,731      5,493      (3,366)    (54,148)    (12,423)      5,812
                                                       ------   ---------  ---------    --------    --------    --------
Net increase (decrease) in net assets resulting
 from operations.....................................  $6,516   $ 12,205   $    (665)   $(54,111)   $  9,369    $ 12,176
                                                       ======   =========  =========    ========    =========   ========



See accompanying notes.

                                       134


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF OPERATIONS (Unaudited) (continued)

                       Years and periods ended March 31,



                                                                                            Clifton Enhanced US
                                                          High Yield Bond Subaccount         Equity Subaccount
                                                        ------------------------------   ---------------------------
                                                         2001       2000       1999      2001      2000       1999*
                                                      ---------  ----------  --------  --------  --------  ---------
                                                                                           
Investment income:
Distributions received from:
 John Hancock Variable
  Series Trust I...................................   $  11,021   $  84,101   $ 3,011   $    --   $     --    $    --
 Outside Trust.....................................          --          --        --        --      3,328      1,435
Interest income on policy loans ...................          --          --        --        --         --         --
                                                        -------   ---------   -------   -------   --------    -------
Total investment income ...........................      11,021      84,101     3,011        --      3,328      1,435
Expenses:
 Mortality and expense risks ......................         954       5,409       220        33        138         61
                                                        -------   ---------   -------   -------   --------    -------
Net investment income (loss) ......................      10,067      78,692     2,791       (33)     3,190      1,374
Net realized and unrealized gain
 (loss) on investments:
 Net realized gains (losses).......................     (89,515)    (12,114)     (396)     (143)       302         11
 Net unrealized appreciation (depreciation)
  during the period ...............................     181,617    (188,735)   (1,172)   (2,544)    (5,562)     1,285
                                                        -------   ---------   -------   -------   --------    -------
Net realized and unrealized gain
 (loss) on investments.............................      92,102    (200,849)   (1,568)   (2,687)    (5,260)     1,296
                                                        -------   ---------   -------   -------   --------    -------
Net increase (decrease) in net assets
resulting from operations .........................     102,169   $(122,157)  $ 1,223   $(2,720)  $ (2,070)   $ 2,670
                                                       ========   =========   =======   =======   ========    =======





                                                           Large Cap            Fundamental           AIM V.I.
                                                           Aggressive              Growth               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   $  --    $   241
 Outside Trust......................................       --         --           --         --      --         --
Interest income on policy loans.....................       --         --           --         --      --         --
                                                        -----     ------    ---------   --------   -----    -------
Total investment income.............................       --         36           --      1,361      --        241
Expenses:
 Mortality and expense risks........................        3          6           18         10       8         11
                                                        -----     ------    ---------   --------   -----    -------
Net investment income (loss)........................       (3)        30          (18)     1,351      (8)       230
Net realized and unrealized gain (loss)
 on investments:
 Net realized losses................................      (13)        (8)         (64)       (10)    (18)       (11)
 Net unrealized depreciation during
  the period........................................     (329)      (616)      (3,955)    (1,226)   (574)    (1,068)
                                                        -----     ------    ---------   --------   -----    -------
Net realized and unrealized loss on
 investments........................................     (342)      (624)      (4,019)    (1,236)   (592)    (1,079)
                                                        -----     ------    ---------   --------   -----    -------
Net increase (decrease) in net
 assets resulting from operations...................   $ (345)    $ (594)   $  (4,037)  $    115   $(600)   $  (849)
                                                        =====     ======    =========   ========   =====    =======


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

* From May 1, 1999 (commencement of operations).
**From April 24, 2000 (commencement of operations).

See accompanying notes.

                                       135


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                Statements Of Operations (Unaudited) (continued)

                       Years and periods ended March 31,



                                                                                Fidelity VIP II             Janus Aspen Global
                                                     Fidelity Vip                 Contrafund                    Technology
                                                   Growth Subaccount              Subaccount                    Subaccount
                                              --------------------------   -------------------------   ---------------------------
                                                  2001         2000**         2001          2000**        2001           2000***
                                              ----------    ------------   -----------   -----------   ------------   ------------
                                                                                                    
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I......   $       272  $          --   $       205   $        --   $         --    $        --
 Outside Trust.............................            --             --            --            --             --             24
Interest income on policy loans............            --             --            --            --             --             --
                                              -----------   ------------   -----------   -----------   ------------    -----------
Total investment income....................           272             --           205            --             --             24
Expenses:
 Mortality and expense risks...............             6             12             9             6              5              8
                                              -----------   ------------   -----------   -----------   ------------    -----------
Net investment income (loss)...............           266            (12)          196            (6)            (5)            16
Net realized and unrealized gain (loss) on
 investments:
 Net realized gains (losses)...............           (34)            (4)          (23)           (7)           (21)           (99)
 Net unrealized depreciation during the
 period....................................          (928)          (366)       (1,025)         (525)        (1,066)        (1,649)
                                              -----------   ------------   -----------   -----------   ------------    -----------
Net realized and unrealized loss on
 investments...............................          (962)          (370)       (1,048)         (532)        (1,087)        (1,748)
                                              -----------   ------------   -----------   -----------   ------------    -----------
Net decrease in net assets resulting from
 operations................................   $      (696) $        (382)  $      (852)  $      (538)  $     (1,092)   $    (1,732)
                                              ===========   ============   ===========   ===========   ============    ===========





                                                                         Janus Aspen                                  Active Bond
                                                                          Worldwide             Mfs New Discovery          II
                                                                       Growth Subaccount        Series Subaccount      Subaccount
                                                                      ---------------------   ----------------------   ----------
                                                                        2001       2000***       2001        2000**     2001 ****
                                                                      ---------  ----------   -----------   --------   ----------
                                                                                                        
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I...............................  $      --  $       --   $        --   $     --   $      20
 Outside Trust......................................................         --           1            --         --          --
Interest income on policy loans.....................................         --          --            --         --          --
                                                                      ---------  ----------   -----------   --------   ----------
Total investment income.............................................         --           1            --         --          20
Expenses:
 Mortality and expense risks........................................          7           8            27         19           2
                                                                      ---------  ----------   -----------   --------   ----------
Net investment income (loss)........................................         (7)         (7)          (27)       (19)         18
Net realized and unrealized gain (loss) on investments:
 Net realized losses................................................        (10)        (71)         (298)        (7)         --
 Net unrealized appreciation (depreciation) during the period.......       (771)       (717)       (2,020)       197          --
                                                                      ---------  ----------   -----------   --------   ----------
Net realized and unrealized gain (loss) on investments..............       (781)       (788)       (2,318)       190          --
                                                                      ---------  ----------   -----------   --------   ----------
Net increase (decrease) in net assets resulting from operations.....  $    (788) $     (795)  $    (2,345)  $    171   $      18
                                                                      =========  ==========   ===========   ========   ==========



 -------------------------
**   From April 24, 2000 (commencement of operations).
***  From June 29, 2000 (commencement of operations).
**** January 2, 2001 (commencement of operations).

See accompanying notes.

                                       136


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

                       Years and periods ended March 31,



                                                    Large Cap Growth Subaccount                   Active Bond Subaccount
                                              ----------------------------------------   -----------------------------------------
                                                 2001           2000          1999          2001           2000           1999
                                              ------------  -------------  ------------  ------------  -------------  ------------
                                                                                                    
Increase (decrease) in net assets from
 operations:
 Net investment income (loss)...............  $    (1,843)  $  6,287,826   $ 6,329,395   $ 1,473,578   $  5,332,953    $ 5,481,982
 Net realized gains (losses)................       45,046      1,809,410     1,146,308      (138,339)    (1,058,175)      (388,883)
 Net unrealized appreciation
  (depreciation) during the period..........   (8,553,529)   (17,039,660)      320,087     1,719,671      3,862,398     (5,439,148)
                                              -----------   ------------   -----------   -----------   ------------    -----------
Net increase (decrease) in net assets
 resulting from operations..................   (8,510,326)    (8,942,424)    7,795,790     3,054,910      8,137,176       (346,049)
From policyholder transactions:
 Net premiums from policyholders............    2,268,519     16,225,070    10,950,682     1,478,767     26,218,788     11,668,600
 Net benefits to policyholders..............   (2,109,912)    (8,421,666)   (5,776,293)   (2,542,688)   (17,903,281)    (7,543,864)
 Net increase in policy loans...............           --        407,961            --            --        620,295             --
                                              -----------   ------------   -----------   -----------   ------------    -----------
Net increase (decrease) in net assets
 resulting from policyholder
 transactions...............................      158,607      8,211,365     5,174,389    (1,063,921)     8,935,802      4,124,736
                                              -----------   ------------   -----------   -----------   ------------    -----------
Net increase (decrease) in net assets.......   (8,351,719)      (731,059)   12,970,179     1,990,989     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.................  $34,945,659   $ 43,297,378   $44,028,437   $99,953,549   $ 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)...............  $    20,985   $    322,155   $   200,569   $    (7,198)  $    581,967    $   527,624
 Net realized gains (losses)................      (19,774)        76,586        62,140       190,317        159,388         48,210
 Net unrealized appreciation
  (depreciation) during the period..........     (765,992)    (1,706,468)    1,295,768    (1,286,350)    (2,654,137)     1,125,829
                                               -----------  ------------   -----------   -----------   -----------     -----------
Net increase (decrease) in net assets
 resulting from operations..................     (764,781)    (1,307,727)    1,558,477    (1,103,231)    (1,912,782)     1,701,663
From policyholder transactions:
 Net premiums from policyholders............      400,417      2,208,529     1,634,643       495,371      4,738,730      1,398,160
 Net benefits to policyholders..............     (391,533)    (1,307,479)   (1,119,500)   (1,701,121)      (956,063)      (390,180)
 Net increase in policy loans...............           --        110,023           --             --             --             --
                                              -----------   ------------   -----------   -----------   ------------    -----------
Net increase (decrease) in net assets
 resulting from policyholder
 transactions...............................        8,884      1,011,073       515,143    (1,205,750)     3,782,667      1,007,980
                                              -----------   ------------   -----------   -----------   ------------    -----------
Net increase (decrease) in net assets.......     (755,897)      (296,654)    2,073,620    (2,308,981)     1,869,885      2,709,643
Net assets at beginning of period...........    6,884,340      7,180,994     5,107,374     6,381,819      4,511,934      1,802,291
                                              -----------   ------------   -----------   -----------   ------------    -----------
Net assets at end of period.................  $ 6,128,443   $  6,884,340   $ 7,180,994   $ 4,072,838   $  6,381,819    $ 4,511,934
                                              ===========   ============   ===========   ===========   ============    ===========



See accompanying notes

                                      137


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

          STATEMENTS OF CHANGES IN NET ASSETS (Unaudited) (continued)

                       Years and periods ended March 31,



                                                        Global Balanced Subaccount                 Mid Cap Growth Subaccount
                                                  --------------------------------------   -----------------------------------------
                                                     2001          2000          1999         2001           2000            1999
                                                  ------------  ------------  ----------   ------------  -------------  ------------
                                                                                                      
Increase (decrease) in net assets from
 operations:
 Net investment income (loss)...............    $       369   $     7,198   $   15,944   $   (20,318)  $  2,182,817    $  1,338,175
 Net realized gains (losses)................         (1,320)       (3,641)       1,061      (488,136)     1,892,763         420,826
 Net unrealized appreciation
  (depreciation) during the period..........        (11,447)      (21,945)      (8,559)   (4,750,794)   (11,690,290)      4,283,452
                                                -----------   -----------   ----------   -----------   ------------    ------------
Net increase (decrease) in net assets
 resulting from operations..................        (12,398)      (18,388)       8,446    (5,259,248)    (7,614,710)      6,042,453
From policyholder transactions:
 Net premiums from policyholders............         26,356        75,380      115,573     1,518,152     13,112,643       7,041,199
 Net benefits to policyholders..............         (6,995)      (83,639)    (133,983)     (585,449)    (4,430,561)       (947,660)
 Net increase in policy loans...............             --            --           --            --             --              --
                                                -----------   -----------   ----------   -----------   ------------    ------------
Net increase (decrease) in net assets
 resulting from policyholder transactions...         19,361        (8,259)     (18,410)      932,703      8,682,082       6,093,539
                                                -----------   -----------   ----------   -----------   ------------    ------------
Net increase (decrease) in net assets.......          6,963       (26,647)      (9,964)   (4,326,545)     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.................    $   180,684   $   173,721   $  200,368   $10,350,401   $ 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......................    $    41,023   $   693,327   $  474,149   $   354,195   $  1,290,563    $  1,143,104
 Net realized gains (losses)................          8,947       (47,306)     123,242            --             --              --
 Net unrealized appreciation
  (depreciation) during the period..........       (537,604)      854,807     (499,454)                          --              --
                                                -----------   -----------   ----------   -----------   ------------    ------------
Net increase (decrease) in net assets
 resulting from operations..................       (487,634)    1,500,828       97,937       354,195      1,290,563       1,143,104
From policyholder transactions:
 Net premiums from policyholders............        650,188     7,024,748    5,449,922     3,582,547     26,609,851      16,733,655
 Net benefits to policyholders..............       (316,358)   (1,798,175)   1,059,147)   (7,181,694)   (22,265,301)    (46,642,184)
 Net increase in policy loans...............             --            --           --            --         77,509              --
                                                -----------   -----------   ----------   -----------   ------------    ------------
Net increase (decrease) in net assets
 resulting from policyholder
 transactions...............................        333,830     5,226,573    4,390,775    (3,599,147)     4,422,059     (29,908,529)
                                                -----------   -----------   ----------   -----------   ------------    ------------
Net increase (decrease) in net assets.......       (153,804)    6,727,401    4,488,712    (3,244,952)     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.................    $14,836,384   $14,990,188   $8,262,787   $22,970,776   $ 26,215,728    $ 20,503,106
                                                ===========   ===========   ==========   ===========   ============    ============


See accompanying notes

                                      138


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

          STATEMENTS OF CHANGES IN NET ASSETS (Unaudited) (continued)

                       Years and periods ended March 31,



                                             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)...........   $     2,469   $   824,979   $     2,457  $     (8,478) $    570,559    $    810,295
 Net realized gains (losses)............       385,014       (47,013)     (547,518)       (6,081)     (136,669)         16,952
 Net unrealized appreciation
  (depreciation) during the period......      (768,042)      853,987       657,486      (639,663)       (2,663)       (590,295)
                                           -----------   -----------   -----------  ------------  ------------    ------------
Net increase (decrease) in net assets
 resulting from operations..............      (380,559)    1,631,953       112,425      (654,222)      431,227         236,952
From policyholder transactions:
 Net premiums from policyholders........       469,756     2,895,543     2,086,192       404,696     1,474,342       1,533,102
 Net benefits to policyholders..........    (4,401,292)     (830,119)   (3,546,814)     (233,915)   (1,536,191)     (1,200,248)
 Net increase in policy loans...........            --            --            --            --            --              --
                                           -----------   -----------   -----------  ------------  ------------    ------------
Net increase (decrease) in net assets
 resulting from policyholder
 transactions...........................    (3,931,536)     2,065,42    (1,460,622)      170,781       (61,849)        332,854
                                           -----------   -----------   -----------  ------------  ------------    ------------
Net increase (decrease) in net assets       (4,312,095)    3,697,377    (1,348,197)     (483,441)      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.............   $ 4,086,914   $ 8,399,009   $ 4,701,632  $  5,371,981     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..................   $    21,981   $   465,264   $   255,391  $    519,503  $ 44,427,885    $ 35,556,691
 Net realized gains (losses)............       (95,171)     (159,205)     (168,994)      284,830    18,300,286       5,502,422
 Net unrealized appreciation
  (depreciation) during the period......      (103,669)      919,904      (220,380)  (36,829,357)  (96,829,044)      2,405,417
                                           -----------   -----------   -----------  ------------  ------------    ------------
Net increase (decrease) in net assets
 resulting from operations..............      (176,859)    1,225,963       133,983)  (36,025,024)  (34,100,873)     43,464,530
From policyholder transactions:
 Net premiums from policyholders........       535,053     1,762,038       968,627     5,559,317    31,462,247      34,593,082
 Net benefits to policyholders..........      (838,060)   (1,130,179)   (2,335,552)   (6,962,278)  (71,685,409)    (34,650,911)
 Net increase in policy loans...........            --       114,851            --            --     1,310,472              --
Net increase (decrease) in net assets
 resulting from policyholder
 transactions...........................      (303,007)      746,710    (1,366,925)   (1,402,961)  (38,912,690)        (57,829)
                                           -----------   -----------   -----------  ------------  ------------    ------------
Net increase (decrease) in net assets...      (479,866)    1,972,673    (1,500,908)  (37,427,985)  (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.............   $ 5,522,907   $ 6,002,773   $ 4,030,100  $230,058,549  $267,486,534    $340,500,097
                                           ===========   ===========   ===========  ============  ============    ============



See accompanying notes.

                                      139


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

          STATEMENTS OF CHANGES IN NET ASSETS (Unaudited) (continued)

                       Years and periods ended March 31,



                                                    Managed Subaccount                     Short-Term Bond Subaccount
                                        ------------------------------------------   ---------------------------------------
                                             2001           2000          1999           2001         2000           1999
                                        -------------  -------------  ------------   ------------  ------------  -----------
                                                                                             
Increase (decrease) in net assets from
 operations:
 Net investment income................. $    673,003   $ 11,092,640   $ 10,302,317   $     5,322   $    15,494    $    14,042
 Net realized gains (losses)...........       71,497      1,551,519        996,546          (200)       (2,287)        (8,638)
 Net unrealized appreciation
  (depreciation) during the period.....   (6,435,848)   (12,278,637)    (2,108,530)        5,275         6,756         (2,442)
                                        ------------   ------------   ------------   -----------   -----------    -----------
Net increase (decrease) in net assets
 resulting from operations.............   (5,691,348)       365,522      9,190,333        10,397        19,963          2,962
From policyholder transactions:
 Net premiums from policyholders.......    2,733,753     12,192,565     13,430,282        50,620       167,135        109,732
 Net benefits to policyholders.........   (4,326,623)   (19,842,234)   (14,305,859)      (22,133)      (69,043)      (370,270)
 Net increase in policy loans..........           --        630,955             --            --            --             --
                                        ------------   ------------   ------------   -----------   -----------    -----------
Net increase (decrease) in net assets
 resulting from policyholder
 transactions..........................   (1,592,870)    (7,018,714)      (875,577)       28,487        98,092       (260,538)
                                        ------------   ------------   ------------   -----------   -----------    -----------
Net increase (decrease) in net assets..   (7,284,218)    (6,653,192)     8,314,756        38,884       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............ $105,192,009   $112,476,227   $119,129,419   $   395,852   $   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).......... $     (5,256)   $   297,508   $     61,905   $   (15,091)  $   564,716    $   223,214
 Net realized gains (losses)...........     (354,548)      (110,857)       (33,134)           --       348,813        155,412
 Net unrealized appreciation
  (depreciation) during the period.....      (17,236)      (668,463)      (148,401)   (1,630,046)   (2,497,504)       387,412
                                        ------------    -----------   ------------   -----------   -----------    -----------
Net increase (decrease) in net
 assets resulting from operations......     (377,040)      (481,812)      (119,630)   (1,645,137)   (1,583,975)       766,038
From policyholder transactions:
 Net premiums from policyholders.......      528,349      1,608,648      1,483,922       229,218     9,284,275      2,354,681
 Net benefits to policyholders.........   (1,483,012)      (452,404)      (447,402)     (224,396)     (469,272)    (3,673,500)
 Net increase in policy loans..........           --             --             --            --            --             --
                                        ------------    -----------   ------------   -----------   -----------    -----------
Net increase (decrease) in net
 assets
 resulting from policyholder
 transactions..........................     (954,663)     1,156,242      1,036,520         4,822     8,815,003     (1,318,819)
                                        ------------    -----------   ------------   -----------   -----------    -----------
Net increase (decrease) in net
 assets................................   (1,331,703)       674,430        916,890    (1,640,315)    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............ $  2,810,119    $ 4,141,822   $  3,467,392   $ 9,219,656   $10,859,971    $ 3,628,943
                                        ============    ===========   ============   ===========   ===========    ===========


See accompanying notes.

                                      140


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

          STATEMENTS OF CHANGES IN NET ASSETS (Unaudited) (continued)

                       Years and periods ended March 31,



                                                    Equity Index Subaccount                 Global Bond Subaccount
                                            ---------------------------------------   ------------------------------------
                                               2001           2000          1999         2001         2000         1999
                                            ------------  ------------  -----------   -----------  -----------  ----------
                                                                                              
Increase (decrease) in net assets from
 operations:
 Net investment income (loss).............. $    69,038   $ 2,141,880   $   529,375   $   (1,656)  $   57,408    $  33,778
 Net realized gains (losses)...............     (19,774)      485,643       271,978           --      (14,302)        (151)
 Net unrealized appreciation
  (depreciation) during the period.........  (6,143,969)   (8,035,375)    1,282,937      (35,606)      63,359      (52,953)
                                            -----------   -----------   -----------   ----------   ----------    ---------
Net increase (decrease) in net assets
 resulting from operations.................  (6,094,705)   (5,407,852)    2,084,290      (37,262)     106,465      (19,326)
From policyholder transactions:
 Net premiums from policyholders...........   1,580,613    43,728,519     6,697,385       62,483      396,099      696,619
 Net benefits to policyholders.............    (803,570)   (2,630,030)   (1,623,429)     (76,375)    (192,421)    (317,999)
 Net increase in policy loans..............          --            --            --           --           --           --
                                            -----------   -----------   -----------   ----------   ----------    ---------
Net increase (decrease) in net assets
 resulting from policyholder transactions..     777,043    41,098,489     5,073,956      (13,892)     203,678      378,620
                                            -----------   -----------   -----------   ----------   ----------    ---------
Net increase (decrease) in net assets......  (5,317,662)   35,690,637     7,158,246      (51,154)     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................ $44,779,054   $50,096,716   $14,406,079   $1,088,707   $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).............  $      (605)  $    50,617   $    18,189   $   (1,738)  $   87,962    $  14,188
 Net realized gains.......................          176        20,969        26,736       17,938       13,902       11,526
 Net unrealized appreciation
  (depreciation) during the period........      (89,574)     (120,040)       23,628     (128,838)     (35,201)     122,734
                                            -----------   -----------   -----------   ----------   ----------    ---------
Net increase (decrease) in net assets
 resulting from operations................      (90,003)      (48,454)       68,553     (112,638)      66,663      148,448
From policyholder transactions:
 Net premiums from policyholders..........       86,315       192,556       109,802      225,505      616,308      152,629
 Net benefits to policyholders............       (3,761)      (31,415)      (45,555)     (59,367)     (39,267)     (31,332)
 Net increase in policy loans.............           --            --            --           --           --           --
                                            -----------   -----------   -----------   ----------   ----------    ---------
Net increase in net assets
 resulting from policyholder transactions.       82,554       161,141        64,247      166,138      577,041      121,297
                                            -----------   -----------   -----------   ----------   ----------    ---------
Net increase (decrease) in net assets.....       (7,449)      112,687       132,800       53,500      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...............  $   363,045   $   370,494   $   257,807   $1,222,706   $1,169,206    $ 525,502
                                            ===========   ===========   ===========   ==========   ==========    =========


See accompanying notes.

                                      141


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

          STATEMENTS OF CHANGES IN NET ASSETS (Unaudited) (continued)

                       Years and periods ended March 31,



                                            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)..............  $   (915)    $ 130,136     $     8,771    $  (1,276)   $   58,591     $ 15,170
 Net realized gains (losses)...............       955        68,311         (59,550)    (238,994)       19,902        1,838
 Net unrealized appreciation
  (depreciation) during the period.........   (40,716)     (175,994)         89,369      145,003      (571,486)      92,713
                                             --------     ---------     -----------    ---------    ----------     --------
Net increase (decrease) in net assets
 resulting from operations.................   (40,676)       22,453          38,590      (95,267)     (492,993)     109,721
From policyholder transactions:
 Net premiums from policyholders...........   155,390       219,803         103,675      277,816     1,133,676      336,277
 Net benefits to policyholders.............    (5,352)     (179,523)     (2,221,410)    (264,318)     (337,143)      (8,915)
 Net increase in policy loans..............        --            --              --           --            --           --
                                             --------     ---------     -----------    ---------    ----------     --------
Net increase (decrease) in net assets
 resulting from policyholder transactions..   150,038        40,280      (2,117,735)      13,498       796,533      327,362
                                             --------     ---------     -----------    ---------    ----------     --------
Net increase (decrease) in net assets......   109,362        62,733      (2,079,145)     (81,769)      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................  $626,078     $ 516,716     $   453,983    $ 659,583    $  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.....................  $  3,785     $   6,712     $     2,701    $      37    $   21,792     $  6,364
 Net realized gains (losses)...............     1,234          (607)         (1,613)         514         1,505        1,093
 Net unrealized appreciation
  (depreciation) during the period.........     1,497         6,100          (1,753)     (54,662)      (13,928)       4,719
                                             --------     ---------     -----------    ---------    ----------     --------
Net increase (decrease) in net assets
 resulting from operations.................     6,516        12,205            (665)     (54,111)        9,369       12,176
From policyholder transactions:
 Net premiums from policyholders...........    35,603       196,240          80,921       20,422       479,768       44,493
 Net benefits to policyholders.............   (23,058)      (16,742)        (20,596)      (7,512)       (6,951)     (12,003)
 Net increase in policy loans..............        --            --              --           --            --           --
                                             --------     ---------     -----------    ---------    ----------     --------
Net increase in net assets
 resulting from policyholder transactions..    12,545       179,498          60,325       12,910       472,817       32,490
                                             --------     ---------     -----------    ---------    ----------     --------
Net increase (decrease) in net assets......    19,061       191,703          59,660      (41,201)      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................  $284,973     $ 265,912     $    74,209    $ 518,350    $  559,551     $ 77,365
                                             ========     =========     ===========    =========    ==========     ========


See accompanying notes.

                                      142


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

          STATEMENTS OF CHANGES IN NET ASSETS (Unaudited) (continued)

                       Years And Periods Ended March 31,



                                                                                                      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).........................    $    10,067   $   78,692   $ 2,791    $      (33)  $ 3,190    $ 1,374
 Net realized gains (losses)..........................        (89,515)     (12,114)     (396)         (143)      302         11
 Net unrealized appreciation
  (depreciation) during the period....................        181,617     (188,735)   (1,172)       (2,544)   (5,562)     1,285
                                                            ---------     --------     -----     ---------     -----      -----
Net increase (decrease) in net assets
 resulting from operations............................        102,169     (122,157)    1,223        (2,720)   (2,070)     2,670
From policyholder transactions:
 Net premiums from policyholders......................        288,522    1,514,684    69,375         5,604    16,541     15,505
 Net benefits to policyholders........................     (1,143,201)     (88,711)       --          (578)   (9,351)        --
 Net increase in policy loans.........................             --           --        --            --        --         --
                                                          -----------   ----------   -------   -----------   -------    -------
Net increase (decrease) in net assets
 resulting from policyholder transactions.............       (854,679)   1,425,973    69,375         5,026     7,190     15,505
                                                          -----------   ----------   -------   -----------   -------    -------
Net increase (decrease) in net assets.................       (752,510)   1,303,816    70,598         2,306     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...........................    $   627,357   $1,379,867   $76,051   $    25,601   $23,295    $18,175
                                                          ===========   ==========   =======   ===========   =======    =======




                                                           Large Cap Aggressive       Fundamental Growth        AIM  V.I.  Value
                                                            Growth Subaccount           Subaccount               Subaccount
                                                          ----------------------  ------------------------   --------------------
                                                             2001       2000**       2001         2000**       2001        2000**
                                                          ----------  ----------  ----------  -------------  --------  ----------
                                                                                                    
Increase (decrease) in net assets from operations:
 Net investment income (loss).........................    $        (3)  $       30   $   (18)  $     1,351   $    (8)   $   230
 Net realized gains (losses)..........................            (13)          (8)      (64)          (10)       18        (11)
 Net unrealized depreciation during the period........           (329)        (616)   (3,955)       (1,226)     (574)    (1,068)
                                                          -----------   ----------   -------   -----------   -------    -------
Net increase (decrease) in net assets
 resulting from operations............................           (345)        (594)   (4,037)          115      (600)      (849)
From policyholder transactions:
 Net premiums from policyholders......................             --        2,528     7,511     9,264,914        --     12,213
 Net benefits to policyholders........................            (27)          --    (7,488)   (9,251,776)       58     (6,072)
 Net increase in policy loans.........................             --           --        --            --        --         --
                                                          -----------   ----------   -------   -----------   -------    -------
Net increase (decrease) in net assets
 resulting from policyholder transactions.............            (27)       2,528        23        13,138       (58)     6,141
                                                          -----------   ----------   -------   -----------   -------    -------
Net increase (decrease) in net assets.................           (372)       1,934    (4,014)       13,253      (658)     5,292
Net assets at beginning of period.....................          1,934           --    13,253            --     5,292         --
                                                          -----------   ----------   -------   -----------   -------    -------
Net assets at end of period...........................    $     1,562   $    1,934   $ 9,239   $    13,253   $ 4,634    $ 5,292
                                                          ===========   ==========   =======   ===========   =======    =======


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

* From May 1, 1999 (commencement of operations).
**From April 24, 2000 (commencement of operations).

See accompanying notes.

                                      143


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

          STATEMENTS OF CHANGES IN NET ASSETS (Unaudited) (continued)

                       Years and periods ended March 31,



                                                                          Fidelity VIP      Fidelity VIP II    Janus Aspen Global
                                                                             Growth           Contrafund            Technical
                                                                           Subaccount         Subaccount           Subaccount
                                                                         ---------------   -----------------   -------------------
                                                                          2001    2000**    2001      2000**     2001      2000***
                                                                         ------   ------   -------   -------   -------     -------
                                                                                                         
Increase (decrease) in net assets from operations:
 Net investment income (loss)..................................          $  266   $   (6)  $   196   $   (12)  $    (5)    $    16
 Net realized gains (losses)...................................             (34)      (7)      (23)       (4)      (21)        (99)
 Net unrealized depreciation during the period.................            (928)    (525)   (1,025)     (366)   (1,066)     (1,649)
                                                                         ------   ------   -------   -------   -------     -------
Net decrease in net assets resulting from operations...........            (696)    (538)     (852)     (382)   (1,092)     (1,732)
From policyholder transactions:
 Net premiums from policyholders...............................             639    5,160        --    13,880       215       5,487
 Net benefits to policyholders.................................             746     (394)      108    (6,991)      245          --
 Net increase in policy loans..................................              --       --        --        --        --          --
                                                                         ------   ------   -------   -------   -------     -------
Net increase (decrease) in net assets
 resulting from policyholder transactions......................            (107)   4,766      (108)    6,889       (30)      5,487
                                                                         ------   ------   -------   -------   -------     -------
Net increase (decrease) in net assets..........................            (803)   4,228      (960)    6,507    (1,122)      3,755
Net assets at beginning of period..............................           4,228       --     6,507        --     3,755          --
                                                                         ------   ------   -------   -------   -------     -------
Net assets at end of period....................................          $3,425   $4,228   $ 5,547   $ 6,507   $ 2,633     $ 3,755
                                                                         ======   ======   =======   =======   =======     =======




                                                                        Janus Aspen Worldwide         MFS New          Active Bond
                                                                               Growth             Discovery Series          II
                                                                             Subaccount              Subaccount         Subaccount
                                                                       ---------------------    -------------------     ----------
                                                                         2001        2000***      2001      2000**       2001****
                                                                       --------     --------    --------   --------     ----------
                                                                                                        
Increase (decrease) in net assets from operations:
 Net investment income (loss).......................................   $     (7)    $     (7)   $    (27)  $    (19)     $     18
 Net realized (losses)..............................................        (10)         (71)       (298)        (7)           --
 Net unrealized appreciation (depreciation) during the period.......       (771)        (717)     (2,020)       197            --
                                                                       --------     --------    --------   --------      --------
Net increase (decrease) in net assets resulting from operations.....       (788)        (795)     (2,345)       171            18
From policyholder transactions:
 Net premiums from policyholders....................................        406        5,929       7,311     37,394         3,084
 Net benefits to policyholders......................................        444         (470)      9,359    (18,758)        1,536
 Net increase in policy loans.......................................         --           --          --         --            --
                                                                       --------     --------    --------   --------      --------
Net increase (decrease) in net assets
 resulting from policyholder transactions...........................        (38)       5,459      (2,048)    18,636         1,548
                                                                       --------     --------    --------   --------      --------
Net increase (decrease) in net assets...............................       (826)       4,664      (4,393)    18,807         1,566
Net assets at beginning of period...................................      4,664           --      18,807         --            --
                                                                       --------     --------    --------   --------      --------
Net assets at end of period.........................................   $  3,838     $  4,664    $ 14,414   $ 18,807      $  1,566
                                                                       ========     ========    ========   ========      ========


 _________________________

** From April 24, 2000 (commencement of operations).
***From June 29, 2000 (commencement of operations).
****From January 2, 2001 (commencement of operations).

See accompanying notes.

                                      144


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                   NOTES TO FINANCIAL STATEMENTS (Unaudited)

                                 March 31, 2001

1.  Organization

     John Hancock Variable Life Insurance Account UV (the Account) is a separate
investment account of John Hancock Life Insurance Company (JHVLICO or John
Hancock). John Hancock Variable Life Insurance Account UV was formed to fund
variable life insurance policies (Policies) issued by JHVLICO. 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 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, and MFS
New Discovery Series 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 JHVLICO'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 JHVLICO. The portion of the
Account's assets applicable to the policies may not be charged with liabilities
arising out of any other business JHVLICO may conduct.

2.  Significant Accounting Policies

    Estimates

     The preparation of financial statements in conformity with 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.

    Federal Income Taxes

     The operations of the Account are included in the federal income tax return
of JHVLICO, which is taxed as a life insurance company under the Internal
Revenue Code. JHVLICO has the right to charge the Account any federal income
taxes, or provision for federal income taxes, attributable to the operations of
the Account or to the Policies funded in the Account. Currently, JHVLICO 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.

                                      145


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

             NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

    Expenses

     JHVLICO 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.

     JHVLICO 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

     JHVLICO acts as the distributor, principal underwriter and investment
advisor for the Fund.

     Certain officers of the Account are officers and directors of JHVLICO or
the Fund.

                                      146


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

             NOTES TO FINANCIAL STATEMENTS (Unaudited) (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 Trust at March 31, 2001 were as follows:

                                    Shares
         Subaccount                 Owned         Cost          Value
         ----------               ----------  ------------   ------------
Large Cap Growth................   2,142,985  $ 49,926,070   $ 31,955,200
Active Bond.....................   9,214,254    88,530,485     88,185,696
International Equity Index......     419,644     7,024,529      5,683,167
Small Cap Growth................     381,648     6,595,955      4,072,904
Global Balanced.................      20,875       213,529        180,460
Mid Cap Growth..................     991,758    22,245,700     10,350,572
Large Cap Value.................   1,067,933    14,853,747     14,820,451
Money Market....................  20,668,625    20,668,625     20,668,625
Large/Mid Cap Value II..........     297,567     4,125,698      4,084,348
Small/Mid Cap Growth............     439,551     6,567,534      5,372,068
Real Estate Equity..............     387,993     5,218,939      5,115,412
Growth & Income.................  16,409,885   264,477,211    196,949,722
Managed.........................   7,071,207   100,199,458     91,271,868
Short-Term Bond.................      39,396       388,706        393,901
Small Cap Equity................     347,680     3,759,697      2,810,164
International Opportunities.....     915,284    10,692,614      9,219,807
Equity Index....................   2,886,394    56,897,041     44,739,299
Global Bond.....................     108,722     1,108,349      1,088,725
Turner Core Growth..............      25,840       519,080        363,051
Brandes International Equity....      89,446     1,257,979      1,222,726
Frontier Capital Appreciation...      38,767       720,483        626,088
Emerging Markets Equity.........     107,257       993,413        659,594
Bond Index......................      28,785       277,798        283,491
Small/Mid Cap CORE..............      58,388       579,919        517,936
High Yield Bond.................      80,176       631,199        622,890
Clifton Enhanced U.S. Equity....       1,802        32,422         25,601
Large Cap Aggressive Growth.....         200         2,507          1,562
Fundamental Growth..............       1,060        14,420          9,239
AIM V.I. Value..................         191         6,277          4,634
Fidelity VIP Growth.............         101         4,878          3,425
Fidelity VIP II Contrafund......         279         6,939          5,547
Janus Aspen Global Technology...         568         5,348          2,633
Janus Aspen Worldwide Growth....         126         5,325          3,838
MFS New Discovery Series........       1,002        16,237         14,414
Active Bond II..................         149         1,547          1,558

                                      147


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

             NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

   Purchases, including reinvestment of dividend distributions, and proceeds
from sales of shares in the Subaccounts of the Trust and of the Outside Trust
during 2001 were as follows.



                   Subaccount                 Purchases      Sales
                   ----------                 ----------  ------------
                                                    
     Large Cap Growth.......................  $1,174,312   $1,019,983
     Active Bond............................   1,134,286    1,598,409
     International Equity Index.............     233,523      208,045
     Small Cap Growth.......................     278,215    1,491,097
     Global Balanced........................      25,984        6,478
     Mid Cap Growth.........................   2,132,636    1,220,080
     Large Cap Value........................     546,581      187,661
     Money Market...........................   3,280,696    6,591,196
     Large/Mid Cap Value II.................     387,812    4,319,445
     Small/Mid Cap Growth...................     283,797      121,407
     Real Estate Equity.....................     297,657      637,604
     Growth & Income........................   3,388,212    3,382,097
     Managed................................   1,248,340    2,480,972
     Short-Term Bond........................      50,002       18,144
     Small Cap Equity.......................     505,791    1,465,665
     International Opportunities............     129,044      139,162
     Equity Index...........................   1,183,400      377,074
     Global Bond............................      53,434       68,964
     Turner Core Growth.....................      85,338        3,383
     Brandes International Equity...........     224,867       60,447
     Frontier Capital Appreciation..........     154,523        5,390
     Emerging Markets Equity................     265,362      253,129
     Bond Index.............................      35,313       20,465
     Small/Mid Cap CORE.....................      18,027        5,494
     High Yield Bond........................     284,685    1,133,764
     Clifton Enhanced U.S. Equity...........       5,604          611
     Large Cap Aggressive Growth............           0           30
     Fundamental Growth.....................         120          115
     AIM V.I. Value.........................           0           66
     Fidelity VIP Growth....................         272          113
     Fidelity VIP II Contrafund.............         205          117
     Janus Aspen Global Technology..........           0           35
     Janus Aspen Worldwide Growth...........           0           45
     MFS New Discovery Series...............           0        2,075
     Active Bond II.........................       1,587           40


                                      148


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

             NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

5. Net Assets

    Accumulation shares attributable to net assets of policyholders and
accumulation share values for each subaccount at March 31, 2001 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                  0           $ 56.33           0           $ 64.48         55,691      $      51.27
Active Bond                       0             64.38           0                 0         21,124             26.74
Active Bond II                    0                 0           0                 0              0                 0
International Equity Index        0             20.73           0                 0         24,938             19.94
Small Cap Growth                  0                 0           0                 0         91,547             13.40
Global Balanced                   0                 0           0                 0          7,296             11.22
Mid Cap Growth                    0                 0           0                 0        170,003             15.16
Large Cap Value                   0                 0           0                 0         76,747             17.57
Large Cap Value Core II           0                 0           0                 0              0                 0
Money Market                      0             33.79           0             33.79        292,751             19.36
Large/Mid Cap Value II            0                 0           0                 0         75,340             16.83
Small/Mid Cap Growth              0                 0           0                 0         30,812             19.15
Real Estate Equity                0             27.86           0                 0         11,520             27.93
Growth & Income                   0            137.13           0            137.37        146,949             49.77
Managed                           0             43.85           0                 0         56,928             36.98
Short-Term Bond                   0                 0           0                 0          6,876             14.33
Small Cap Equity                  0                 0           0                 0         40,978              9.85
Int'l Opportunities               0                 0           0                 0         39,193             11.67
Equity Index                      0                 0           0                 0        285,645             18.34
Global Bond                       0                 0           0                 0         24,496             13.09
Turner Core Growth                0                 0           0                 0          5,365             18.58
Brandes International
 Equity                           0                 0           0                 0         20,299             16.32
Frontier Capital
 Appreciation                     0                 0           0                 0          3,831             21.12
Emerging Markets Equity           0                 0           0                 0         18,728              6.98
Bond Index                        0                 0           0                 0          6,299             11.79
Small/Mid Cap CORE                0                 0           0                 0          4,140             10.12
High Yield Bond                   0                 0           0                 0         44,787              9.70
Clifton Enhanced US Equity        0                 0           0                 0          2,484             10.31
Large Cap Aggressive
 Growth                           0                 0           0                 0              0                 0
Fundamental Growth                0                 0           0                 0              0                 0
AIM V.I. Value                    0                 0           0                 0              0                 0
Fidelity VIP Growth               0                 0           0                 0              0                 0
Fidelity VIP II Contrafund        0                 0           0                 0              0                 0
Templeton International           0                 0           0                 0              0                 0
Janus Aspen Global
 Technology                       0                 0           0                 0              0                 0
Janus Aspen Worldwide
 Growth                           0                 0           0                 0              0                 0
MFS New Discovery Series          0                 0           0                 0              0                 0


                                      149


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

             NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)



                                  UV Flex Class #4            UV Flex II Class #5             UV Vep Class #7
                            ----------------------------  ----------------------------  ----------------------------
                            Accumulation   Accumulation   Accumulation   Accumulation   Accumulation    Accumulation
Subaccount                     Shares      Share Values      Shares      Share Values      Shares       Share Values
- ----------                  -------------  -------------  -------------  -------------  -------------  ---------------
                                                                                     
Large Cap Growth                345,618       $51.27         31,463         $51.27         21,452          $21.99
Active Bond                   1,676,751        26.74         13,449          26.74         17,659           15.57
Active Bond II                        0            0              0              0            143           10.96
International Equity Index      149,685        19.94         12,658          19.94         17,444           12.68
Small Cap Growth                155,823        13.40         39,454          13.40         14,027           13.39
Global Balanced                   3,856        11.22          4,610          11.22            345           11.20
Mid Cap Growth                  418,962        15.16         53,667          15.16         21,924           15.14
Large Cap Value                 685,534        17.57         50,169          17.57         17,670           17.55
Large Cap Value Core II               0            0              0              0              0           10.09
Money Market                    330,799        19.36          9,141          19.36         35,111           13.99
Large/Mid Cap Value II          103,521        16.83         32,715          16.83         30,611           16.81
Small/Mid Cap Growth            227,066        19.15          9,615          19.15          7,111           19.11
Real Estate Equity              107,983        27.93          9,272          27.93          1,132           18.17
Growth & Income               1,382,511        49.77         80,377          49.77         78,370           22.57
Managed                       1,099,286        36.98         35,963          36.98         20,443           19.46
Short-Term Bond                  16,202        14.33          2,513          14.33          1,923           14.30
Small Cap Equity                199,806         9.85         27,737           9.85         14,353            9.83
Int'l Opportunities             707,065        11.67         17,027          11.67         14,048           11.65
Equity Index                  1,996,318        18.34         82,122          18.34         46,415           18.31
Global Bond                      43,776        13.09          9,151          13.09          5,719           13.07
Turner Core Growth               14,156        18.58             16          18.58              0           19.96
Brandes International
 Equity                          39,495        16.32          1,063          16.32            876           16.09
Frontier Capital
 Appreciation                    18,694        21.12            543         $21.12            272           22.75
Emerging Markets Equity          61,026         6.98          8,871           6.98          5,036            6.97
Bond Index                       16,225        11.79          1,141          11.79            329           11.78
Small/Mid Cap CORE               30,105        10.12          1,367          10.12            234            6.68
High Yield Bond                  15,921         9.70          2,433           9.70          1,360            9.69
Clifton Enhanced US Equity            0        10.31              0          10.31              0           13.59
Large Cap Aggressive
 Growth                               0            0              0              0            234            6.68
Fundamental Growth                    0            0              0              0          1,292            7.15
AIM V.I. Value                        0            0              0              0            621            7.46
Fidelity VIP Growth                   0            0              0              0            457            7.49
Fidelity VIP II Contrafund            0            0              0              0            663            8.37
Templeton International               0            0              0              0              0            8.71
Janus Aspen Global
 Technology                           0            0              0              0            552            4.77
Janus Aspen Worldwide
 Growth                               0            0              0              0            555            6.91
MFS New Discovery Series              0            0              0              0          1,665            8.66


                                      150


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

             NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)



                                                       UV Vep Class #8               UV Vep Class #9
                                                 ----------------------------  ----------------------------
                                                 Accumulation   Accumulation   Accumulation    Accumulation
Subaccount                                          Shares      Share Values      Shares       Share Values
- ----------                                       -------------  -------------  -------------  ---------------
                                                                                  
Large Cap Growth                                    15,740          $22.07          2,286          $22.15
Active Bond                                          5,690           15.62              0           15.68
Active Bond II                                           0           10.96              0           10.97
International Equity Index                           6,674           12.72              0           12.77
Small Cap Growth                                     3,048           13.42              0           13.45
Global Balanced                                          0           11.23              0           11.26
Mid Cap Growth                                      18,270           15.17              0           15.21
Large Cap Value                                     14,389           17.59              0           17.63
Large Cap Value Core II                                  0           10.09              0           10.10
Money Market                                        40,727           14.04              0           14.09
Large/Mid Cap Value II                                 735           16.85              0           16.89
Small/Mid Cap Growth                                 5,919           19.18              0           19.25
Real Estate Equity                                       0           18.23              0           18.30
Growth & Income                                     31,741           22.65          3,014           22.73
Managed                                             12,080           19.54              0           19.60
Short-Term Bond                                          0           14.35              0           14.40
Small Cap Equity                                     2,512            9.86              0            9.88
Int'l Opportunities                                  8,335           11.68          4,485           11.71
Equity Index                                        31,417           18.36              0           18.40
Global Bond                                              0           13.11              0           13.14
Turner Core Growth                                       0           20.01              0           20.06
Brandes International Equity                        13,357           16.13              0           16.18
Frontier Capital Appreciation                        5,797           22.81              0           22.87
Emerging Markets Equity                                916            6.98              0            7.00
Bond Index                                             183           11.79              0           11.81
Small/Mid Cap CORE                                     596           10.13              0           10.14
High Yield Bond                                        212            9.70              0            9.72
Clifton Enhanced U.S. Equity                             0           13.62              0           13.65
Large Cap Aggressive Growth                              0            6.68              0            6.68
Fundamental Growth                                       0            7.16              0            7.16
AIM V.I. Value                                           0            7.46              0            7.47
Fidelity VIP Growth                                      0            7.50              0            7.50
Fidelity VIP II Contrafund                               0            8.37              0            8.38
Templeton International                                  0            8.71              0            8.72
Janus Aspen Global Technology                            0            4.78              0            4.78
Janus Aspen Worldwide Growth                             0            6.91              0            6.92
MFS New Discovery Series                                 0            8.66              0            8.67


                                      151


                         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 Mutual 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

February 13, 2001

                                      152


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                       STATEMENT OF ASSETS AND LIABILITIES

                                December 31, 2000



                                                                                                   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............................................   $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
                                                                        ===========   ===========   ==========     ==========


                                                                          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............................................     $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.


                                      153


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (continued)

                               December 31, 2000



                                                                         Mid Cap    Small/Mid Cap  Real Estate     Growth &
                                                                          Value        Growth        Equity         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.

                                      154


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (continued)

                                December 31, 2000



                                                                                                                        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.................................................   $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
                                                                             ===========   ==========    ========     ==========


                                                                               Frontier
                                                                               Capital        Emerging                  Small/Mid
                                                                             Appreciation  Markets 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.

                                      155


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (continued)

                               December 31, 2000



                                                                            High                          Large Cap
                                                                           Yield     Clifton 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.........................................      $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 VIP    Janus Aspen
                                                                                          Fidelity 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.

                                      156


                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.

                                      157


                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.

                                      158


                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.

                                      159


                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.

                                      160


                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.

                                      161


                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 Subaccount    Brandes International Equity 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.

                                      162


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (continued)

                      Years and periods ended December 31,



                                                   Frontier Capital Appreciation Subaccount    Emerginng Markets 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.

                                      163


                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.

                                      164


                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.

                                      165


                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)     2073,620       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
                                                    ===========   ===========   ===========   ===========   ==========  ==========


                                      166


                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      55,692,824
 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.

                                      167


                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.

                                      168


                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.

                                      169


                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.

                                      170


                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.

                                      171


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (continued)

                     Years and periods ended December 31,



                                                            High Yield Bond Subaccount      Clifton Enhanced US 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.

                                      172


                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 Technical   Worldwide Growth       Discovery
                                                                            Subaccount         Subaccount      Series 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.



                                      173


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2000

1.  Organization

John Hancock Mutual Variable Life Insurance Account UV (the Account) is a
separate investment account of John Hancock Mutual Life Insurance Company
(JHMVLICO or John Hancock). John Hancock Mutual Variable Life Insurance Account
UV was formed to fund variable life insurance policies (Policies) issued by
JHMVLICO. 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 JHVLICO'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 JHVLICO. The portion of the
Account's assets applicable to the policies may not be charged with liabilities
arising out of any other business JHVLICO may conduct.

2.  Significant Accounting Policies

Estimates

The preparation of financial statements in conformity with 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.

                                      174


                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
JHVLICO, which is taxed as a life insurance company under the Internal Revenue
Code. JHVLICO has the right to charge the Account any federal income taxes, or
provision for federal income taxes, attributable to the operations of the
Account or to the Policies funded in the Account. Currently, JHVLICO 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

JHVLICO 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.

JHVLICO 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

JHVLICO acts as the distributor, principal underwriter and investment advisor
for the Fund.

Certain officers of the Account are officers and directors of JHVLICO or the
Fund.

                                      175


                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

                                      176


                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 Inde                  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

                                      177


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


                                      178


                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


                                       179


                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


                                       180


                   ALPHABETICAL INDEX OF KEY WORDS AND PHRASES


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




Key Word Or Phrase                                                         Page
                                                                        
Account..................................................................   32
account value............................................................   7
attained age.............................................................   9
beneficiary..............................................................   42
business day.............................................................   32
changing Option A or B...................................................   16
changing the Sum Insured.................................................   16
charges..................................................................   8
Code.....................................................................   38
cost of insurance rates..................................................   8
date of issue............................................................   33
death benefit............................................................   5
deductions...............................................................   8
enhanced cash value rider................................................   15
expenses of the Series Funds.............................................   9
fixed investment option..................................................   32
full surrender...........................................................   13
fund.....................................................................   2
grace period.............................................................   7
insurance charge.........................................................   8
insured person...........................................................   5
investment options.......................................................   1
John Hancock.............................................................   32
lapse....................................................................   7
loan.....................................................................   13
loan interest............................................................   13
maximum premiums.........................................................   6
Minimum Initial Premium..................................................   33
minimum insurance amount.................................................   15
minimum premiums.........................................................   6
modified endowment contract..............................................   39
monthly deduction date...................................................   34
mortality and expense risk charge........................................   9
Option A; Option B; Option M.............................................   14
optional extra death benefit feature.....................................   15
owner....................................................................   5
partial withdrawal.......................................................   13
partial withdrawal charge................................................   9
payment options..........................................................   17
Planned Premium..........................................................   6
policy anniversary.......................................................   33
policy year..............................................................   33
premium; premium payment.................................................   5
prospectus...............................................................   3
receive; receipt.........................................................   19
reinstate; reinstatement.................................................   7
sales charge.............................................................   8
SEC......................................................................   2
Separate Account UV......................................................   32
Series Funds.............................................................   2
Servicing Office.........................................................   2
special loan account.....................................................   14
subaccount...............................................................   32
Sum Insured..............................................................   14
surrender................................................................   5
surrender value..........................................................   13
Target Premium...........................................................   8
tax considerations.......................................................   38
telephone transfers......................................................   19
transfers of account value...............................................   12
variable investment options..............................................   1
we; us...................................................................   32
withdrawal...............................................................   13
withdrawal charges.......................................................   9
you; your................................................................   5


                                      181


                                    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 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 181 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.

     (4)    Not Applicable

     (5)    Form of Flexible variable universal life insurance policy
            incorporated by reference to the initial filing of this Form S-6
            Registration Statement, (File No. 333-42378) filed July 27, 2000.

     (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 included in Pre-Effective Amendment
            No.1 on Form S-6 Registration Statement of John Hancock Variable
            Life Account S (File No. 333-60274), filed June 1, 2001 are
            incorporated by reference.

     (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 included in
    the initial filing of this Form S-6 Registration Statement (File No. 333-
    42378), filed July 6, 2000.

4.  Not Applicable

5.  Not Applicable

6.  Opinion and consent of actuary.

7.  Consent of independent auditors.

8.  Memorandum describing John Hancock's issuance, transfer and redemption
    procedures for the policy pursuant to Rule 6e-2(b)(l2)(ii)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. 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. 333-45862, Pre-Effective Amendment No.
    1, filed on December 27, 2000.




      Pursuant to the requirements of the Securities Act of 1933, the 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 8th day of June, 2001.

                            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         Chief Financial Officer
    ----------------------    (Principal Financial Officer
    Thomas E. Moloney         and Principal Accounting
                                Officer)                         June 8, 2001

                              Chairman, President and Chief
                               Executive Officer
/s/ DAVID F. D'ALESSANDRO     (Principal Executive Officer)
    ------------------------
    David F. D'Alessandro for himself and as Attorney-in-Fact    June 8, 2001

FOR:

Foster L. Aborn                          Director
Samuel W. Bodman                         Director
I. MacAllister Booth                     Director
Wayne A. Budd                            Director
John M. Connors, Jr.                     Director

Robert E. Fast                           Director
Kathleen Foley Feldstein                 Director
Nelson F. Gifford                        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