UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

               |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                            FOR THE FISCAL YEAR ENDED
                                DECEMBER 31, 2001
                          COMMISSION FILE NO. 333-45862

                       JOHN HANCOCK LIFE INSURANCE COMPANY
             (Exact name of registrant as specified in its charter)

         MASSACHUSETTS                                      04-1414660
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                        Identification No.)

                               John Hancock Place
                                   PO Box 0111
                           Boston, Massachusetts 02117
                                 (617) 572-6000
                        (Address, including zip code, and
                    telephone number, including area code, of
                    Registrant's principal executive offices)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class                    Name of each exchange on which registered

                                      NONE
 ------------------------------------------------------------------------------

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      NONE
 ------------------------------------------------------------------------------
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X] Not Applicable.

The registrant meets the conditions set forth in General Instructions I(1)(a)
and (b) of Form 10-K and is therefore filing this Form 10-K with reduced
disclosure format.

At March 1, 2001 there were outstanding 1,000 shares of common stock, $10,000
par value per share, of the registrant, all of which were owned by John Hancock
Financial Services, Inc.
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

CONTENTS

   FORWARD-LOOKING STATEMENTS...............................................   3

PART I......................................................................   4

   ITEM 1. BUSINESS OF JOHN HANCOCK LIFE INSURANCE COMPANY..................   4
   ITEM 2. PROPERTIES.......................................................  29
   ITEM 3. LEGAL PROCEEDINGS................................................  29
   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............  31

PART II.....................................................................  31

   ITEM 5. MARKET FOR JOHN HANCOCK LIFE INSURANCE COMPANY COMMON STOCK
           AND RELATED SHAREHOLDER MATTERS..................................  31
   ITEM 6. SELECTED FINANCIAL DATA..........................................  31
   ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS........................................  31
   ITEM 7A. QUANTITATIVE AND QUALITATIVE INFORMATION ABOUT MARKET RISK......  64
   ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA......................  68
   ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE.........................................  68

PART III....................................................................  68

   ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF JOHN HANCOCK LIFE
            INSURANCE COMPANY...............................................  68
   ITEM 11. EXECUTIVE COMPENSATION..........................................  68
   ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT......................................................  68
   ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................  68

PART IV.....................................................................  68

   ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS
            ON FORM 8-K.....................................................  68
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Forward-Looking Statements

      The statements, analyses, and other information contained herein relating
to trends in the John Hancock Life Insurance Company's (the Company's)
operations and financial results, the markets for the Company's products, the
future development of the Company's business, and the contingencies and
uncertainties to which the Company may be subject, as well as other statements
including words such as "anticipate," "believe," "plan," "estimate," "expect,"
"intend," "will," "should," "may," and other similar expressions, are
"forward-looking statements" under the Private Securities Litigation Reform Act
of 1995. Such statements are made based upon management's current expectations
and beliefs concerning future events and their effects on the Company. Future
events and their effects on the Company may not be those anticipated by
management. The Company's actual results may differ materially from the results
anticipated in these forward-looking statements.

      These forward-looking statements are subject to risks and uncertainties
including, but not limited to, the risks that (1) a significant downgrade in our
ratings for claims-paying ability and financial strength may lead to policy and
contract withdrawals and materially harm our ability to market our products; (2)
changes to or elimination of Federal tax benefits for our products and other
changes in laws and regulations (including those relating to the Federal Estate
Tax Laws) which the Company expects would adversely affect sales of our
insurance and investment advisory products; (3) Massachusetts insurance law may
restrict the ability of John Hancock Variable Life Insurance Company to pay
dividends to us; (4) we face increasing competition in our retail businesses
from mutual fund companies, banks and investment management firms as well as
from other insurance companies; (5) a decline or increased volatility in the
securities markets, and other economic factors, may adversely affect our
business, particularly our variable life insurance, mutual fund, variable
annuity and investment business; (6) due to acts of terrorism or other
hostilities, there could be business disruption, economic contraction, increased
mortality, morbidity and liability risks, generally, or investment losses that
could adversely affect our business; (7) our life insurance sales are highly
dependent on a third party distribution relationship; (8) customers may not be
responsive to new or existing products or distribution channels, (9) interest
rate volatility may adversely affect our profitability; (10) our net income and
revenues will suffer if customers surrender annuities and variable and universal
life insurance policies or redeem shares of our open-end mutual funds; (11) the
independent directors of our variable series trusts and of our mutual funds
could reduce the compensation paid to us or could terminate our contracts to
manage the funds; (12) under our Plan of Reorganization, we were required to
establish the closed block, a special arrangement for the benefit of a group of
our policyholders. We may have to fund deficiencies in our closed block, and any
over-funding of the closed block will benefit only the holders of policies
included in the closed block, not our sole shareholder; (13) we will face losses
if the claims on our insurance products, or reductions in rates of mortality on
our annuity products, are greater than we projected; (14) we face investment and
credit losses relating to our investment portfolio (15) we may experience
volatility in net income due to changes in standards for accounting for
derivatives and other changes; (16) we are subject to risk-based capital
requirements and possible guaranty fund assessments; (17) the National
Association of Insurance Commissioners' codification of statutory accounting
practices will adversely affect our statutory surplus; (18) we may be unable to
retain personnel who are key to our business; (19) we may incur losses from
assumed reinsurance business in respect of personal accident insurance and the
occupational accident component of workers compensation insurance; (20)
litigation and regulatory proceedings may result in financial losses, harm our
reputation and divert management resources, and (21) we face unforeseen
liabilities arising from our acquisitions and dispositions of businesses.

      Readers are also directed to other risks and uncertainties discussed, as
well as to further discussion of the risks described above, in other documents
that may be filed by the Company with the United States Securities and Exchange
Commission from time to time. The Company specifically disclaims any obligation
to update or revise any forward-looking information, whether as a result of new
information, future developments, or otherwise.


                                        3
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

PART I

ITEM 1. Business of John Hancock Life Insurance Company

      John Hancock Life Insurance Company (John Hancock, or the Company) is one
of the nation's leading financial services companies, providing a broad array of
insurance and investment products and services to retail and institutional
customers, primarily in North America. Our principal executive offices are
located at John Hancock Place, Boston, Massachusetts 02117.

      The Board of Directors of John Hancock Mutual Life Insurance Company,
founded in 1862, unanimously adopted a Plan of Reorganization effective February
1, 2000 and John Hancock Mutual Life Insurance Company converted from a mutual
life insurance company to a stock life insurance company, John Hancock Life
Insurance Company, and became a wholly-owned subsidiary of John Hancock
Financial Services, Inc., a holding company. Also on February 1, 2000, John
Hancock Financial Services, Inc. completed an initial public offering of
102,000,000 shares of its common stock, par value $0.01 per share.

      We operate our business in five segments. Two segments primarily serve
retail customers, and two segments serve primarily institutional customers. Our
fifth segment is the Corporate and Other Segment.

      Our retail segments are the Protection Segment and the Asset Gathering
Segment. The Protection Segment offers variable life, universal life, whole
life, term life, and individual and group long-term care insurance products. The
Asset Gathering Segment offers variable and fixed, deferred and immediate
annuities, and mutual funds. Our retail business also includes our retail
distribution and customer service operations.

      According to the latest publicly available data, with respect to the
United States, the Company is the eighth largest writer of individual life
insurance based on new and recurring individual life sales, the third largest
writer of individual variable universal life insurance and the tenth largest
writer of individual universal life insurance. We believe we are the second
largest writer of individual long-term care insurance and the top provider of
group long-term care insurance based on total premiums in force. As of September
30, 2001, we were the 23rd largest writer of individual annuity contracts, based
on LIMRA sales data. Our mutual fund subsidiary ranked 17th among
non-proprietary broker-sold U.S. asset managers in terms of total long-term,
open-end assets under management as of December 31, 2001.

      Our institutional segments are the Guaranteed and Structured Financial
Products Segment and the Investment Management Segment. The Guaranteed and
Structured Financial Products Segment offers a wide variety of spread-based and
fee-based investment products and services. The spread-based products provide
the customer with some form of guaranteed return. The Investment Management
Segment consists of investment management services and products marketed to
institutions. This business is primarily fee-based and investment management
products generally do not offer guarantees.

      Our Corporate and Other Segment consists primarily of our international
group insurance operations, corporate operations and non-core businesses that
are either in the process of winding down (i.e., are in "run-off") or have been
divested.

      As of December 31, 2001 and 2000, respectively, our total assets under
management were $114.8 billion and $117.2 billion, which includes $29.3 billion
and $31.7 billion of assets invested in the Company's retail mutual funds. Total
shareholder's equity, excluding net unrealized capital gains on securities, was
$5.4 billion and $5.0 billion as of December 31, 2001 and 2000, respectively. In
addition, John Hancock generated $7.1 billion and $7.4 billion in revenues and
$573.9 million and $792.2 million in net income in 2001 and 2000, respectively.


                                        4
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Protection Segment

Overview

      Through our Protection Segment, we offer a variety of non-traditional and
traditional life insurance products and individual and group long-term care
insurance products. Our non-traditional life insurance products include variable
life and universal life insurance. Our traditional life insurance products
include whole life insurance and term life insurance.

      The Protection Segment has traditionally been our largest business
segment, contributing 41.4%, 39.6% and 42.0% of consolidated operating revenues
and 37.6%, 33.7% and 32.1% of consolidated segment after-tax operating income in
the years ended December 31, 2001, 2000 and 1999, respectively. The Protection
Segment generated revenues of $3,054.7 million, $2,887.0 million and $2,756.9
million and after-tax operating income of $284.3 million, $238.8 million and
$188.7 million in 2001, 2000, and 1999, respectively. The Protection Segment has
achieved the following financial results for the periods indicated:

<TABLE>
<CAPTION>
                                                      As of or for the Years Ended December 31
                                                        2001             2000             1999
                                                    --------------------------------------------
                                                                   (in millions)
<S>                                                 <C>              <C>              <C>
Sales (new premiums and deposits):
Non-traditional life--excluding COLI and BOLI (1)
     Variable life ..............................   $   124.5        $   152.5        $   130.6
     Universal life .............................        30.4             18.4             16.4
Traditional life--excluding COLI (1)
     Whole life .................................         6.1              8.4             18.9
     Term life ..................................        33.0             36.3             24.0
COLI and BOLI
     Variable life--COLI ........................        90.5             38.6             23.6
     Universal life--COLI .......................        22.1             14.8              3.3
     Universal life--BOLI .......................        12.2              0.8               --
Individual long-term care (2) ...................       102.2            100.1             72.2
Group long-term care (3) ........................        16.8             11.5             13.7
                                                    -------------------------------------------
         Total ..................................   $   437.8        $   381.4        $   302.7
                                                    ===========================================
Assets:
Non-traditional life ............................   $11,163.2        $10,433.5        $10,195.5
Traditional life (4) ............................    14,190.4         13,903.3         13,716.7
Individual long-term care .......................     2,705.8          2,227.2          1,006.3
Group long-term care ............................       801.5            480.6            461.9
Other ...........................................        51.6             46.9             36.5
Intra-segment eliminations ......................          --               --            (44.8)
                                                    -------------------------------------------
         Total ..................................   $28,912.5        $27,091.5        $25,372.1
                                                    ===========================================
</TABLE>

(1)   Individual life insurance sales exclude (a) excess premiums, which are
      premiums that build cash value but do not purchase face amounts of
      insurance on variable life and universal life insurance products and (b)
      premiums on corporate owned life insurance (COLI) and bank owned life
      insurance (BOLI) policies covering more than 200 lives. Sales include 10%
      of single premium payments on universal and whole life insurance products.
(2)   Individual long-term care sales were revised for private label sales,
      including an additional $2.3 million and an additional $1.3 million in the
      years ended 2000 and 1999, respectively and Fortis Reinsurance premiums,
      including $23.9 million and $--, respectively, for the years ended 2000
      and 1999.
(3)   Group long-term care sales were revised to include new enrollments and
      coverage additions of $5.4 million and $7.4 million in 2000 and 1999,
      respectively.
(4)   The 2000 balance was adjusted to reflect the adoption of the provisions of
      Statement of Position (SOP) 00-3, "Accounting by Insurance Enterprises for
      Demutualization and Formations of Mutual Insurance Holding Companies and
      Certain Long-Duration Participating Contracts," as outlined in Note 1 to
      the consolidated financial statements. The result was $41.6 million
      additional assets for the traditional life product line as of December 31,
      2000.

Products and Markets

      The trend in the individual life industry remains focused on the variable
life insurance products and away from traditional whole life products. This is
reflected in our life insurance sales growth, which has come principally from
sales of variable, universal and term life insurance, while sales of traditional
whole life insurance have declined. By diversifying from traditional whole life
insurance products to term life insurance products and investment-oriented


                                        5
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

savings products demanded by today's consumer, we have generated strong business
and earnings growth. The Company's sales of individual life insurance in 2001
consisted of 68% variable life, 20% universal life and 12% traditional life. The
Company's sales of individual life insurance (excluding COLI and BOLI) in 2001
consisted of 64% variable life, 16% universal life and 20% traditional life.
Term life sales represented 84% of traditional life product sales for the year
ended December 31, 2001.

      Individual Life Insurance. The attractive demographics of an aging
population is a key growth driver for our industry. The boomer generation is
healthier, wealthier, and living longer. They need products to manage wealth,
provide a stream of income, provide protection and manage longevity risk. They
have a complex set of needs that plays right into our portfolio of products.

o     Variable Life Insurance. Our primary variable life insurance product is
      variable universal life insurance. This product provides life insurance
      coverage and an investment return linked to an underlying portfolio of
      investments chosen by the policyholder. Our variable life insurance
      product portfolio includes joint (second-to-die) and corporate owned life
      insurance products, as well as single life policies. Second-to-die
      products are typically used for estate planning purposes and insure two
      lives rather than one, with the policy proceeds paid after the death of
      both insured individuals. Corporate owned life insurance products are sold
      to corporations for a variety of reasons, including, to fund special
      deferred compensation plans and benefit programs for key employees. We
      were among the first insurance companies to offer variable life insurance
      products, beginning in 1980, and we believe the length of our experience
      in this market is a competitive strength. In 2001, we introduced an
      innovative product feature that combined a variable life insurance policy
      with a long-term care feature.

o     Universal Life Insurance. Our universal life insurance products provide
      life insurance coverage and cash value that increases based on a credited
      interest rate which is periodically reset. These policies generally permit
      policyholders to use any increase in cash value to vary the amount of
      insurance coverage and the timing and amount of premium payments. Our
      universal life insurance product portfolio also includes corporate owned
      life insurance and bank owned life insurance products which are sold to
      banks to fund post-retirement employee benefit plan liabilities. We
      participate in the bank owned life insurance market selectively, as
      special sales opportunities arise.

o     Traditional Life Insurance Products. Our traditional life insurance
      products include single life and joint life (second-to-die) whole life
      insurance, and term life insurance. Participating whole life insurance
      combines a death benefit with a cash value that generally increases
      gradually in amount over a period of years, and typically pays a policy
      dividend. Term life insurance provides only a death benefit, does not
      build up cash value, and does not pay a dividend.

      Long-Term Care Insurance. We entered the individual long-term care
insurance (LTC) market in 1987 and the group long-term care insurance market in
1988 and acquired the long-term care business of Fortis, Inc. in March 2000. Our
long-term care insurance products provide protection against the large and
escalating costs of home health care, assisted living, and nursing home care.
With the aging population, the expected inability of government entitlement
programs to meet retirement long-term care needs, and a growing public awareness
of long-term care insurance, we believe there is excellent growth potential for
the long-term care insurance market. Our long-term care insurance products are
reimbursement products, which provide benefits only for documented nursing home,
assisted living or home or health care expenses. These products are sold on a
guaranteed renewable basis, meaning that we are required to renew the policies
each year as long as the premium is paid. However, this also gives us the
ability to reset the price of the product prospectively, if needed. Our claims
history on these products has been favorable relative to our pricing
assumptions.

o     Individual Long-Term Care Insurance. Our individual long-term care
      insurance products are sold to pre-retired and retired customers. The
      insured typically pays the premium for this product. Throughout 2000 and
      2001, we introduced enhanced features in our product. In 2001, we
      continued to roll out a co-branded Fortis/John Hancock product, introduced
      a process to use immediate annuity income to pay long-term care premiums,
      re-joined the California Partnership program and introduced a new
      portfolio in that state.

o     Group Long-Term Care Insurance. Our group long-term care insurance
      products are sold through employer-sponsored plans to employees and
      retirees, and their eligible relatives. The insured, not the employer,
      generally pays the premium for this insurance although there is a growing
      trend among employers to purchase a "core" plan on behalf of their
      employees, with the option for those employees to "buy up" for additional
      amounts of coverage. Following selection of one of our plans by an
      employer, we market our products directly to the employee base. The
      principal market for our group long-term care insurance products is
      companies with over 4,000 employees and retirees. We also pursue smaller
      employers with 1,000 or more employees and retirees in selected
      industries. In 2001, the Company was selected in partnership with
      Metropolitan Life Insurance Company, (Met Life), as the providers to the
      Federal Long-Term Care Insurance Program, which is expected to be the
      largest LTC program in


                                        6
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

      the country. The government's decision to provide access to LTC insurance
      is expected to increase awareness of the product among consumers and
      employers. The Company and Met Life estimate that a total of about 300,000
      individuals will enroll in the program in its first full year of
      operation, planned to begin later in 2002. Because of the start-up period,
      the Company does not expect the program to have an impact on earnings in
      2002.

      The following table demonstrates total statutory premiums and deposits,
which is the premium we report on the annual statements we file with insurance
regulators, life insurance in force and GAAP reserves for our individual life
insurance and long-term care products. In addition to premium from sales of new
life and long-term care policies, which we refer to as "sales," statutory
premiums and deposits includes revenues from renewals of policies, 10% of single
premium payments, and premiums from reinsurance assumed by us. We deduct from
this measure the premiums that we cede to our reinsurers. Statutory premiums and
deposits differ from premiums based on accounting principles generally accepted
in the United States (or GAAP) because GAAP requires that premiums on variable
and universal life insurance products be accounted for using deposit accounting.
Deposit accounting excludes from revenue, the premiums received on these
products, and generally shows the fees earned from the products as revenues.

                             Selected Financial Data
                  Individual Life and Long-Term Care Insurance

<TABLE>
<CAPTION>
                                                       As of or for the Years Ended December 31
                                                            2001             2000            1999
                                                     ----------------------------------------------
                                                                       (in millions)
<S>                                                    <C>              <C>              <C>
Total statutory premiums and deposits:
Variable life ......................................   $    948.5       $    922.0       $    829.8
Universal life (1) .................................        456.1            173.5            117.9
Traditional life ...................................        997.3            965.5          1,043.6
Individual long-term care ..........................        331.0            277.3            177.2
Group long-term care ...............................          6.3             14.7             19.0
                                                     ----------------------------------------------
  Total ............................................   $  2,739.2       $  2,353.0       $  2,187.5
                                                     ==============================================

Life insurance in force:
Variable life ......................................   $ 58,104.4       $ 57,716.2       $ 56,691.1
Universal life .....................................     10,604.5          9,085.6          8,967.2
Traditional life ...................................     71,166.0         66,989.3         57,284.8
                                                     ----------------------------------------------
  Total ............................................   $139,874.9       $133,791.1       $122,943.1
                                                     ==============================================

GAAP Reserves:
Variable life ......................................   $  6,479.9       $  6,517.1       $  6,560.0
Universal life .....................................      2,758.1          2,268.7          2,065.7
Traditional life (2) ...............................     10,632.2         10,104.8          9,786.3
Individual long-term care ..........................      1,138.8            909.1            547.9
Group long-term care ...............................        237.4            238.8            231.1
                                                     ----------------------------------------------
  Total ............................................   $ 21,246.4       $ 20,038.5       $ 19,191.0
                                                     ==============================================
</TABLE>

(1)   Includes bank owned life insurance premiums of $200.0 million and $52.5
      million for the years ended December 31, 2001 and 2000. There were no bank
      owned life insurance premiums for the year ended December 31, 1999.

(2)   The 2000 balance was adjusted to reflect the adoption of the provisions of
      SOP 00-3, "Accounting by Insurance Enterprises for Demutualization and
      Formations of Mutual Insurance Holding Companies and Certain Long-Duration
      Participating Contracts" as outlined in Note 1 to the consolidated
      financial statements. The result was $74.2 million additional reserves for
      the traditional life product line as of December 31, 2000.

Distribution

Protection products are distributed through multiple distribution channels
including Signator, M Financial Group, Banks, the Internet, and through Group
and private label relationships. Our strategy is to provide competitive products
and outstanding service.

      Signator. Signator, created in 1999, is a separate distribution
subsidiary. Signator is comprised of our Signator General Agency (GA) which
includes our Career Agents and Signator GA Brokerage, Direct Brokerage and
Broker/Dealers.

      The Signator General Agency system includes approximately 1,700 sales
personnel. We have transitioned our Career Agents to financial advisors by
providing them with highly tailored financial planning tools and market support,
as well as an open architecture system which enables them to sell other
companies' products. This structure has enabled us to recruit, develop and
retain top producers.


                                        7
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

      The biggest opportunity exists in the brokerage arena. More agencies are
developing dedicated brokerage structures as part of their overall business
model. We have made significant strides to expand into the direct brokerage
channel, as well as into the regional Broker/Dealer channel, traditionally an
asset-oriented channel that is moving into the protection arena.

      M Financial Group. M Financial Group is a national producer group founded
in 1978 comprised of approximately 105 life insurance producing firms with
approximately 425 individual producers operating exclusively in the upper end of
the wealth transfer and executive benefit markets. We believe the Company has
been either the first or second largest provider of life insurance products to
the M Financial Group in each of the past three years, although the member firms
also sell the products of other prominent U.S. life insurance companies. For the
year 2001, we believe we were the largest provider.

      We have jointly developed a proprietary life insurance product line with M
Financial Group to meet the distinct requirements of its producers. We also
offer four proprietary investment options of M Fund, Inc. on all variable life
insurance products sold by M Financial Group members, in addition to the
investment options supported by the variable series trust (VST). In 2000, we
became the first provider to roll out Magnastar, M Group's proprietary private
placement life insurance product, co-manufactured by M Life, John Hancock Life
Insurance Company and John Hancock Variable Life Insurance Company.

      In addition to these proprietary products, we provide a number of
exclusive services to M Financial Group members, including a deferred
compensation plan, dedicated sales, underwriting and services teams and
participation in special marketing events, as well as M Financial Group
sponsored systems and technology initiatives. In addition, M Life Insurance
Company shares the insurance risk, through reinsurance, on 50% of most of our
policies that its members sell. These products and services and this reinsurance
arrangement serve to align M Financial Group producers' incentives with ours.

      During 2000, the Company was the only provider to extend debt financing
for M Financial Holdings, Inc.'s purchase of one of its own COLI firms, to
assist it in the first step of its long-term aggregation process.

      The business generated by M Financial Group producers has experienced
lower termination or non-renewal (referred to in the industry as "lapse") and
mortality rates than the industry average.

      e-Business & Retail Partnerships. This unit, launched in 1996, complements
our traditional sales efforts. Through this unit, we sell our products over the
Internet and on the telephone directly to consumers. Consumers can call a
toll-free number or go directly to our web site to get information, obtain a
quote or start an application.

      This channel offers customers term life insurance, variable life
insurance, long-term care insurance and variable annuities. Additionally, we
distribute these products through several online partners and key aggregators.
To support our efforts we have built a call center and case management unit and
developed a streamlined application, payment and issue process.

      Banks. We offer a full line of life and individual long-term care
insurance products through banks that have established an insurance sales force.
Sales of insurance products in this channel build on our well developed sales of
fixed and variable annuity and mutual fund product sales in the bank channel.

      Group sales force. Group long-term care insurance products are marketed by
a dedicated sales force located in major cities around the country. The sales
force works closely with consultants, brokers, and other intermediaries to
generate sales and grow existing accounts.

      Private label arrangements. In 1999, we launched an individual long-term
care product which is being sold through another insurer under a private label
arrangement. We continue to explore private label arrangements with respect to
various other products.


                                        8
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

      The table below shows Protection Segment sales by distribution channel for
the periods indicated. Individual life insurance sales exclude excess premiums,
which are premiums that build cash value but do not purchase any additional face
amount of insurance, on variable life and universal life insurance products and
premiums on corporate owned life insurance and bank owned life insurance
policies covering more than 200 lives. Sales include 10% of single premium
payments on universal life and whole life insurance policies. Group long-term
care sales include (i) sales made to new employer groups initially effective in
the year, (ii) re-enrollments on existing accounts, (iii) sales constituting
increased coverage to existing insureds, (iv) and sales to non-employer groups
and new employees added to a group. COLI is sold only by Signator, M Financial
Group and through banks. BOLI is sold only by Signator and M Financial Group.

                Protection Segment Sales by Distribution Channel

<TABLE>
<CAPTION>
                                                           For the Years Ended December 31
                                                           2001        2000         1999
                                                          --------------------------------
                                                                   (in millions)
<S>                                                       <C>          <C>         <C>
Signator: (1)
     Individual life--excluding COLI and BOLI (2)......   $137.7       $136.0      $125.1
     Individual life--COLI.............................     74.2         23.7         8.5
     Individual life--BOLI.............................     12.2          0.8          --
     Individual long-term care (3).....................     98.6         97.3        70.6
M Financial Group:
     Individual life--excluding COLI...................     45.9         59.9        55.8
     Individual life--COLI.............................     38.4         29.7        18.4
     Individual long-term care.........................      0.2          0.2         0.1
e-Business & Retail Partnerships:
     Individual life...................................     10.4         19.5         8.6
     Individual long term care.........................      0.9           --          --
Dedicated Sales Force:
     Group long-term care (4)..........................     16.8         11.5        13.7
Other:
     Individual life...................................       --          0.2         0.4
     Individual long-term care (5).....................      2.5          2.6         1.5
Total:
     Individual life--excluding COLI and BOLI..........    194.0        215.6       189.9
     Individual life--COLI and BOLI....................    124.8         54.2        26.9
     Individual long-term care (6).....................    102.2        100.1        72.2
     Group long-term care..............................     16.8         11.5        13.7
</TABLE>

(1)   Signator includes sales by the Signator Financial Network as well as all
      insurance brokerage sales, including sales related to Fortis.
(2)   Revised to include broker/dealer and financial institution sales of $7.0
      million and $2.2 million for the years ended December 31, 2000 and 1999,
      respectively.
(3)   Revised to include broker/dealer sales of $7.3 million and $6.6 million,
      financial institution sales of $1.0 million and $0.7 million, e-business
      sales of $0.2 million and $--, and Fortis Reinsurance premiums of $23.9
      million and $--, respectively for the years ended December 31, 2000 and
      1999.
(4)   Revised to include new enrollments and coverage additions of $5.4 million
      and $7.4 million for the years ended December 31, 2000 and 1999,
      respectively.
(5)   Revised to include private label sales of $2.3 million and exclude
      e-business sales of $0.2 million in 2000.
(6)   Individual long-term care sales were revised for private label sales,
      including an additional $2.3 million and an additional $1.3 million in the
      years ended 2000 and 1999, respectively and Fortis Reinsurance premiums,
      including $23.9 million and $--, respectively, for the years ended 2000
      and 1999.


                                        9
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Underwriting

      Insurance underwriting involves a determination of the type and amount of
risk that an insurer is willing to accept and the premium to be charged.
Underwriting also determines the amount and type of reinsurance levels
appropriate for a particular type of risk. By utilizing reinsurance, we can
limit our risk and improve product pricing.

      Our underwriting standards for life insurance are intended to result in
the issuance of policies that produce mortality experience consistent with the
assumptions used in product pricing. Our underwriting is based on our historical
mortality experience, as well as the experience of the insurance industry and of
the general population. We continually compare our underwriting standards
against the industry to mitigate our exposure to higher risk business and to
stay abreast of industry trends. For individual long-term care products, we use
separate but similar underwriting criteria appropriate to the morbidity risks
insured. Our overall profitability depends to a large extent on the degree to
which our mortality and/or morbidity experience matches our pricing assumptions.
Our life and long-term care insurance underwriters evaluate policy applications
on the basis of the information provided by the applicant and others. We
implemented new programs to improve our underwriting process. These include the
Telephone Interview Program, implemented in 1999, which permits eligible
long-term care clients to be interviewed over the telephone by trained nurses,
replacing the collection of a physician's statement in 50% of the cases, leading
to lower costs and faster cycle times, without any loss of required underwriting
information. We also implemented the STAR (System to Assess Risk) underwriting
system in 2000 to improve the risk assessment process through automation which
has resulted in a reduction of cycle times, improved productivity and a
reduction of total costs. We are hard at work on the next phase of our
underwriting automation projects including on-line conditional approval and
reflexive questioning through our tele-application unit to better set client
expectations regarding underwriting classification. These initiatives are
expected to further reduce our unit costs by streamlining our underwriting tools
and increasing policy taken rates.

      Group long-term care underwriting is conducted on both the employer group
level and the individual level. Our group long-term care corporate customers
generally offer their employees the opportunity to purchase coverage on a
"guaranteed-issue" basis, meaning that all employees are eligible for insurance
coverage, and offer individually underwritten coverage to family members. We
rely on our experience in underwriting large groups in order to set prices that
take into account the underwriting arrangements, the general health conditions
of the corporate customers' employees, the specifics of the negotiated plan
design, and other demographic and morbidity trends. Group products are written
on a guaranteed renewable basis, which permits repricing if necessary.

      Our corporate owned and bank owned life insurance policies covering
multiple lives are issued on a guaranteed issue basis, where the amount of
insurance issued per life on a guaranteed basis is related to the total number
of lives being covered and the particular need for which the product is being
purchased. Guaranteed issue underwriting applies to employees actively at work,
and product pricing reflects the additional guaranteed issue underwriting risk.

Reserves

      We establish and report liabilities for future policy benefits on our
balance sheet to meet the obligations under our insurance policies and
contracts. Our liability for variable life insurance and universal life
insurance policies and contracts is equal to the cumulative account balances.
Cumulative account balances include deposits plus credited interest less expense
and mortality fees and withdrawals. Future policy benefits for our traditional
life, individual long-term care and group long-term care insurance policies are
calculated based on a set of actuarial assumptions that we establish and
maintain throughout the lives of the policies. Our assumptions include
investment yields, mortality, morbidity and expenses.

Competition

      We face significant competition in all our retail protection businesses.
Our competitors include other large and highly rated insurance carriers as well
as certain banks, securities brokerage firms, investment advisors and other
financial intermediaries marketing annuities and mutual funds. Some of these
competitors have greater financial strength and resources and have penetrated
more markets. In particular, national banks may become more significant
competitors in the future for insurers who sell annuities as a result of
recently enacted legislation, the Gramm-Leach-Bliley Act, which permits
affiliations among banks, securities firms and insurance companies. For
additional information, see the Regulation section, included elsewhere in this
Form 10-K. In the e-commerce arena, we also face competition from internet
start-up companies and traditional competitors that have established internet
platforms.

      We believe that we distinguish ourselves from our competitors through the
combination of:

o     our strong and reputable brand name;

o     our strong financial ratings;


                                       10
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

o     our broad range of competitive and innovative products and our ability to
      create unique product combinations for various distribution channels;

o     the depth of our experience as one of the first companies to offer
      variable life insurance, individual long-term care insurance and group
      long-term care insurance;

o     our brand penetration within each channel of distribution;

o     our dedication to customer service.

      Competition also exists for agents and other distributors of insurance
products. Much of this competition is based on the pricing of products and the
agent or distributor compensation structure. We believe that our competitive
strengths coupled with the advantages of our Signator network will enable us to
compete successfully to attract and retain top quality agents and distributors.

Reinsurance

      We reinsure portions of the risks we assume for our protection products.
The maximum amount of individual ordinary life insurance retained by us on any
life is $10 million under an individual policy and $20 million under a
second-to-die policy. As of January 1, 2001, we established additional
reinsurance programs, which limit our exposure to fluctuations in life claims
for individuals for whom the net amount at risk is $3 million or more. As of
January 1, 2001, the Company entered into an agreement with two reinsurers
covering 50% of its closed block business. The treaties are structured so they
will not affect policyholder dividends or any other financial items reported
within the closed block, which was established at the time of the Company's
demutualization to protect the reasonable dividend expectations of certain
participating life insurance policyholders.

      Our long-term care business units reinsure with John Hancock Reassurance
Company, LTD (JHReCo), a wholly owned subsidiary of JHFS. Group Long Term Care
ceded 50% of their inforce business prior to 1997 to JHReCo in 2001 (up from 40%
in 2000 and 30% in 1999) and 50% of all new business effective in 1997 and
later. Retail Long-Term Care also cedes business to JHReCo; 50% of all new
business 1997 and later is ceded to JHReCo and 50% of business assumed from
Fortis is retro-ceded to JHReCo.

      By entering into reinsurance agreements with a diverse group of highly
rated reinsurers, we seek to control our exposure to losses. Our reinsurance,
however, does not discharge our legal obligations to pay policy claims on the
policies reinsured. As a result, we enter into reinsurance agreements only with
highly rated reinsurers. Nevertheless, there can be no assurance that all our
reinsurers will pay the claims we make against them. Failure of a reinsurer to
pay a claim could adversely affect our business, financial condition or results
of operations.

      For a further description of operating results, see Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Protection Segment, included elsewhere in this Form 10-K.


                                       11
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Asset Gathering Segment

Overview

      Through our Asset Gathering Segment, we offer individual annuities, mutual
fund products and investment management services. Individual annuities include
variable and fixed annuities, both immediate and deferred. Mutual fund products
primarily consist of open-end mutual funds and closed-end funds. Our investment
management services include retirement services, and the management of
institutional accounts. In this segment, we also include the results of
Signator, John Hancock Signature Services, our servicing subsidiary, First
Signature Bank & Trust Company, our limited-service banking subsidiary, and
Essex Corporation, one of the nation's largest intermediaries between banks and
product manufacturers for annuities.

      The Asset Gathering Segment contributed 15.7%, 16.4% and 16.1% of
consolidated operating revenues and 19.6%, 18.2% and 19.6% of consolidated
after-tax operating income in the years ended December 31, 2001, 2000 and 1999,
respectively. The Asset Gathering Segment generated operating revenues of
$1,155.0 million, $1,195.9 million and $1,057.3 million and after-tax operating
income of $148.3 million, $128.8 million and $115.1 million in 2001, 2000 and
1999, respectively. The Asset Gathering Segment has achieved the following
financial results for the periods indicated:

                                        As of or for the Years Ended December 31
                                           2001            2000           1999
                                       -----------------------------------------
                                                       (in millions)
Sales:
Variable annuities (1)..............    $   639.6       $ 1,120.8     $   847.7
Fixed annuities (1).................      1,478.0           880.4         648.6
John Hancock Funds (2)..............      5,001.4         5,307.0       3,899.6
                                       -----------------------------------------
     Total..........................    $ 7,119.0       $ 7,308.2     $ 5,395.9
                                       =========================================

Assets:
Variable annuities..................    $ 6,750.0       $ 7,425.3     $ 7,877.6
Fixed annuities.....................      7,428.2         5,988.4       5,693.0
John Hancock Funds..................        338.4           410.5         442.9
Other...............................        223.9           243.0         283.7
                                       -----------------------------------------
     Total..........................    $14,740.5       $14,067.2     $14,297.2
                                       =========================================

Assets Under Management:
Variable annuities..................    $ 6,357.1       $ 7,116.0     $ 7,598.1
Fixed annuities.....................      6,876.6         5,640.8       5,255.0
John Hancock Funds (3)..............     29,285.8        31,725.8      32,696.6

(1)   Represents statutory annual statement values. Statutory revenues include
      premiums and deposits on variable and fixed annuities. Statutory premiums
      and deposits differ from GAAP premiums because GAAP requires that variable
      and certain fixed annuity products be accounted for using deposit
      accounting. Deposit accounting excludes from revenue the premiums and
      deposits received on these products. Fixed annuity sales include
      considerations from supplemental contracts. Variable annuity sales in 2001
      and 2000 exclude $1,910.5 million and $25.0 million, respectively, in safe
      harbor internal exchanges.
(2)   Mutual fund and institutional asset sales are defined as new inflows of
      funds from investors into our investment products. Sales of mutual fund
      products are recorded on the trade date. Sales of institutional investment
      products are recorded on the date a firm commitment is established. Sales
      of retail money market products are included in the 1999 balances above.
      If sales of retail money market products had been excluded from mutual
      fund and institutional asset sales in 1999, sales would have been $3,728.5
      million for the year ended December 31, 1999.
(3)   Includes $3.6 billion, $2.9 billion and $2.3 billion of our general
      account assets and assets managed for certain John Hancock subsidiaries
      and assets managed for variable annuities as of December 31, 2001, 2000
      and 1999, respectively.


                                       12
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Products and Markets

Annuities

      We offer variable and fixed annuities, immediate and deferred, to a broad
range of consumers through multiple distribution channels. Annuities may be
deferred, where assets accumulate until the contract is surrendered, the
contractholder dies, or the contractholder begins receiving benefits under an
annuity payout option; or immediate, where payments begin within one year of
issue and continue for a fixed period of time or for life with or without a
period certain.

      Variable annuities are separate account products, where the contractholder
bears the investment risk and has the right to allocate their funds among
various separate investment subaccounts. Our major source of revenues from
variable annuities is mortality and expense fees charged to the contractholder,
generally determined as a percentage of the market value of the underlying
assets under management. We introduced a new variable annuity product line, the
Revolution series, in 1999, and became the first in the industry to offer
assistance with the cost of long-term care, with no underwriting. Revolution is
targeted to the needs of aging consumers who want to accumulate funds for
retirement and provide a hedge against the cost of long-term care. Revolution
sales comprised 88% of total variable annuity sales for 2001.

      Fixed annuities are general account products, where we bear the investment
risk as funds are invested in our general account and a stated interest rate is
credited to the contractholders' accounts. Our major source of income from fixed
annuities is the spread between the investment income earned on the underlying
general account assets and the interest credited to contractholders' accounts.

      Investment management skills are critical to the growth and profitability
of our annuity business. In addition to variable annuity products that offer the
same fund choices as our variable life insurance products, we also offer
variable annuities that offer funds managed by our subsidiaries. Our variable
annuity assets are managed by John Hancock Funds, Inc., our mutual fund
subsidiary, and by Independence Investment LLC, our internal institutional
equity manager. All our fixed annuity assets are managed internally.

      The relative proportion of our total annuity sales represented by fixed
and variable annuities is generally driven by the relative performance of the
equity and fixed income markets. The Company's total annuity deposits were
comprised of 69.7% fixed annuity and 30.3% variable annuity for the year ended
December 31, 2001 and 43.6% fixed annuity and 56.4% variable annuity for the
year ended December 31, 2000.

      The following table presents certain information regarding our annuity
reserve activity for the periods indicated:

                            Annuity Reserve Activity

<TABLE>
<CAPTION>
                                                                    As of or for the Years Ended December 31
                                                                    2001               2000              1999
                                                                ------------------------------------------------
                                                                                 (in millions)
<S>                                                              <C>                <C>               <C>
Variable Annuities:
Reserves, beginning of year................................      $ 7,182.8          $ 7,683.2         $ 6,660.4
     Deposits and other policy credits (1).................          641.3            1,162.3             847.7
     Interest credited and investment performance..........         (570.9)            (538.3)            942.1
     Surrenders and benefits...............................         (814.8)            (997.6)           (655.1)
     Product charges.......................................         (115.3)            (126.8)           (111.9)
                                                                ------------------------------------------------
Reserves, end of year......................................      $ 6,323.1          $ 7,182.8         $ 7,683.2
                                                                ================================================
Fixed Annuities:
Reserves, beginning of year................................      $ 5,365.8          $ 4,946.4         $ 4,591.3
     Premiums, deposits and other policy credits (1).......        1,478.0              899.1             648.6
     Interest credited.....................................          344.7              291.0             262.3
     Surrenders and benefits...............................         (680.7)            (759.2)           (547.2)
     Product charges.......................................          (10.4)             (11.5)             (8.6)
                                                                ------------------------------------------------
Reserves, end of year......................................      $ 6,497.4          $ 5,365.8         $ 4,946.4
                                                                ================================================
</TABLE>


                                       13
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

<TABLE>
<S>                                                             <C>                <C>              <C>
Total Annuities:
Reserves, beginning of year................................     $ 12,548.6         $ 12,629.6       $ 11,251.7
     Premiums, deposits and other policy credits (1) (2)...        2,119.3            2,061.4          1,496.3
     Interest credited and investment performance..........         (226.2)            (247.3)         1,204.4
     Surrenders and benefits...............................       (1,495.5)          (1,756.8)        (1,202.3)
     Product charges.......................................         (125.7)            (138.3)          (120.5)
                                                              -------------------------------------------------
Reserves, end of year......................................      $12,820.5          $12,548.6        $12,629.6
                                                              =================================================
</TABLE>

(1)   Included in this line for the year ended December 31, 2000 are policy
      credits of $18.7 million for fixed annuity and $16.5 million for variable
      annuity which were added to annuity reserves as part of the
      demutualization.
(2)   Variable annuity deposits exclude internal exchanges as part of the safe
      harbor internal exchange program of $1,910.5 million for the year ending
      December 31, 2001. Variable annuity deposits include $25.0 million in safe
      harbor internal exchanges for the year ended December 31, 2000.

John Hancock Funds

      We offer a variety of mutual fund products and related investment
management services through John Hancock Funds. We employ a team style in the
management of our funds. These teams manage portfolios in accordance with a
variety of specified strategies, which we believe gives us a competitive
advantage over competitors, many of whom deploy only one style across a family
of funds. As of December 31, 2001, our fixed income and equity research staffs
included over 59 portfolio managers and analysts with an average of 16 years of
experience. We are recruiting additional investment professionals to enhance our
capabilities across both fundamental and quantitative analysis and investment
styles. This ongoing commitment to investment research further enables us to
develop new products intended to strengthen our fund offerings, across a broad
array of investment styles. While this business includes primarily assets
managed for third-party retail clients, the investment professionals providing
these services also manage assets underlying our general account and separate
account products, as well as variable life and annuity products.

o     Mutual Funds. John Hancock Funds offers a broad array of open-end mutual
      funds and closed-end funds to a broad base of consumers across varying
      income levels. Open-end mutual funds are subject to redemption at any time
      by investors. After their initial public offering, the shares of
      closed-end funds are not subject to redemption and, accordingly, represent
      a more stable base of assets than open-end funds. As of December 31, 2001,
      68.0% of our mutual fund assets under management were invested in open-end
      mutual funds. We also offer our mutual funds as investment options in
      variable annuities and variable life insurance products. Our product
      offerings cover both domestic and international equity and fixed-income
      markets. In 2001, the Company added a Biotechnology fund to its investment
      offerings.

o     Retirement Services. In 2000 and prior years, we offered mutual funds and
      record-keeping services to 401(k) plan sponsors, primarily small-and
      mid-size companies, on either a full-service or on an unbundled basis. In
      March 2001, we sold our full service retirement business operated out of
      John Hancock Funds. We will continue to manage the assets of the business
      and the purchaser has assumed the record-keeping and support
      responsibilities. The business includes approximately 1,000 plans and
      63,000 participants.

      We also offer traditional IRA programs and a complete line of retirement
      products, including: SIMPLE IRA and SIMPLE 401(k) plans for companies with
      no more than 100 eligible employees and no other qualified plan;
      Simplified Employee Pensions for companies of any size, including
      self-employed persons, partnerships and corporations; and Roth IRA plans
      for individuals.

o     Institutional Services. Through funds and private accounts, John Hancock
      Funds manages assets for public pension plans, high net-worth individuals,
      corporate pension plans, pooled separate accounts, union pension plans,
      foundations and endowments.


                                       14
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

      The following table presents certain information regarding the assets
under management by John Hancock Funds for the periods indicated:

                               Asset Flow Summary

<TABLE>
<CAPTION>
                                                     For the Years Ended December 31
                                                     2001          2000          1999
                                                 ----------------------------------------
                                                               (in millions)
<S>                                               <C>           <C>           <C>
Retail Mutual Funds:
Assets under management, beginning of year.....   $ 26,541.4    $ 27,842.4    $ 29,248.7
     Deposits and reinvestments................      3,958.7       5,333.6       3,565.5
     Redemptions and withdrawals...............     (4,300.8)     (5,394.1)     (5,393.3)
     Net money market funds....................       (205.5)        (90.9)       (201.0)
     Market appreciation (depreciation)........     (2,770.2)       (713.7)      1,051.4
     Fees......................................       (347.5)       (435.9)       (428.9)
                                                 ----------------------------------------
Assets under management, end of year (1).......   $ 22,876.1    $ 26,541.4    $ 27,842.4
                                                 ========================================
Institutional Investment Management:
Assets under management, beginning of year.....    $ 5,184.4    $  4,854.2    $  5,696.5
     Deposits and reinvestments................      1,924.4         677.1         494.3
     Redemptions and withdrawals...............       (822.3)       (571.2)     (1,561.1)
     Market appreciation (depreciation)........        137.2         237.3         240.3
     Fees......................................        (14.0)       (13.0)         (15.8)
                                                 ----------------------------------------
Assets under management, end of year...........   $  6,409.7    $  5,184.4    $  4,854.2
                                                 ========================================
Total:
Assets under management, beginning of year.....   $ 31,725.8    $ 32,696.6    $ 34,945.2
     Deposits and reinvestments................      5,883.1       6,010.7       4,059.8
     Redemptions and withdrawals...............     (5,123.1)     (5,965.3)     (6,954.4)
     Net money market funds....................       (205.5)        (90.9)       (201.0)
     Market appreciation (depreciation)........     (2,633.0)       (476.4)      1,291.7
     Fees......................................       (361.5)       (448.9)       (444.7)
                                                 ----------------------------------------
Assets under management, end of year (1).......   $ 29,285.8    $ 31,725.8    $ 32,696.6
                                                 ========================================
</TABLE>

(1)   Retail mutual fund assets under management includes $3.7 billion, $5.3
      billion and $5.4 billion in retirement plan assets at December 31, 2001,
      2000 and 1999, respectively.

Distribution

      Asset Gathering products are distributed through Signator, independent
broker/dealers, banks, directly to state lottery commissions and, both directly
and through consultants to institutions and retirement plan sponsors.

      Signator. Signator, through its broker/dealer and insurance agency
subsidiaries, is the primary distribution channel for our variable annuities. We
also sell fixed annuities, mutual funds, 401(k) programs and other retirement
programs through these entities.

      Broker/Dealers. Broker/dealers, which include regional and national
brokerage firms and financial planners, are the primary distribution channel for
our mutual funds. Broker/dealers also sell our fixed and variable annuities. We
support this distribution channel with an internal network of wholesalers. These
wholesalers meet directly with broker/dealers and financial planners and are
supported by an extensive home office sales staff.

      Pension Consultants. We market investment management services to pension
consultants nationwide who provide advisory services to plan sponsors. Marketing
efforts are supported by dedicated client relationship officers who keep clients
updated on portfolio performance information.

      Banks. Starting with sales of fixed annuities, we have expanded our
offerings through banks to include mutual funds and variable annuities. Starting
in 1998, we added additional products to our bank offerings. We believe we are
well positioned to take advantage of the growth opportunity we see for multiple
product offerings, coupled with added value marketing programs and customized
service support for banks.


                                       15
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

      Essex Corporation. In January 1999, we purchased Essex Corporation, one of
the nation's largest intermediaries between banks and product manufacturers for
annuities. Essex Corporation also serves as an intermediary in the distribution
of mutual funds. Essex Corporation's primary source of income is commissions on
sales of these products.

      E-Business and Retail Partnerships. We are currently offering a variable
annuity product through the e-Business and Retail Partnerships channel where
customers may call a toll-free number and obtain an application to purchase the
product. In the fourth quarter of 2000, we also launched our e-variable annuity
product, which models our term product aggregator strategy, but in the annuity
market.

      The table below shows Asset Gathering Segment sales by distribution
channel for the periods indicated:

              Asset Gathering Segment Sales by Distribution Channel

                                             For the Years Ended December 31
                                             2001          2000          1999
                                          -------------------------------------
                                                      (in millions)
Broker/Dealers:
     Variable annuities (2).............. $   145.2     $   334.7     $   126.5
     Fixed annuities ....................      40.5           1.3          37.3
     Mutual funds........................   2,816.6       3,930.3       2,639.2
Signator:
     Variable annuities (2)..............     414.0         653.0         685.1
     Fixed annuities.....................     131.9          80.6          71.2
     Mutual funds........................     367.5         616.6         794.9
Pension Consultants:
     Mutual funds........................   1,700.6         596.6         317.8
Banks:
     Variable annuities..................      45.7         130.0          25.7
     Fixed annuities ....................     539.4         189.7          54.4
     Mutual funds........................     104.4         152.8         127.0
Essex:
     Variable annuities..................      14.3          24.7           6.9
     Fixed annuities.....................     729.5         552.3         422.0
     Mutual funds........................      12.3          10.7          20.7
e-Business and Retail Partnerships ......      19.2           0.7           3.5
Other (1)................................      37.9          34.2          63.7
                                          -------------------------------------
     Total............................... $ 7,119.0     $ 7,308.2     $ 5,395.9
                                          =====================================

(1)   Other includes single premium immediate annuities, including
      lottery-related payout contracts, and supplemental contracts involving
      life contingencies.
(2)   Variable annuity deposits exclude internal exchanges as part of the safe
      harbor internal exchange program of $1,910.5 million and $25.0 million,
      respectively, for the years ending December 31, 2001 and 2000.

Reserves

      We establish and report liabilities for future policy benefits on our
balance sheet to meet the obligations under our annuity contracts. Our liability
for variable annuity contracts and deferred fixed annuity contracts is equal to
the cumulative account balances. Cumulative account balances include deposits
plus credited interest or change in investment value less expense and mortality
fees, as applicable, and withdrawals. Future policy benefits on our immediate
fixed annuity contracts are calculated based on a set of actuarial assumptions
that we establish and maintain throughout the lives of the contracts.

Competition

      We face substantial competition in all aspects of our asset gathering
business. The annuity business is highly competitive. We compete with a large
number of insurance companies, investment management firms, mutual fund
companies, banks and others in the sale of annuities. We compete for mutual fund
business with hundreds of fund companies. Many of our competitors in the mutual
fund industry are larger, have been established for a longer period of


                                       16
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

time, offer less expensive products, have deeper penetration in key distribution
channels and have more resources than us.

      Competition in the asset gathering business is based on several factors.
These include investment performance and the ability to successfully penetrate
distribution channels, to offer effective service to intermediaries and
consumers, to develop products to meet the changing needs of various consumer
segments, to charge competitive fees and to control expenses.

      We believe the Asset Gathering Segment is well positioned to increase
assets under management in the face of this competition. Our competitive
strengths include our ability to:

o     deliver strong investment performance, and enhance this performance by
      expanding the depth and breadth of fundamental research, portfolio
      management teams, and investment professionals;

o     develop new products and expand into new markets; and

o     provide excellent service to investors and distributors.

Distribution and Service Organizations

      Within the Asset Gathering Segment, we also include our distribution
company, Signator, our servicing subsidiary, John Hancock Signature Services and
Hancock Partners.

      Signator is the holding company for Signator Investors, Inc. and several
insurance agencies. Signator Investors, Inc. representatives are able to offer
securities and financial advisory products and services including general
securities trading, wrap account products and other financial instruments to
their clients, including not only John Hancock mutual funds and variable
products, but also the products and services of other companies.

      John Hancock Signature Services combines and coordinates customer service
functions for life insurance, annuity and mutual fund customers. The services
provided by John Hancock Signature Services, Inc. include new business
processing underwriting, contract change services, claims processing, premium
collection and processing, billing, and preparation of annual or quarterly
statements. Through this subsidiary, we seek to provide an integrated and
comprehensive customer service function on a cost-effective basis. This system
permits a customer to have a single point of contact for most servicing needs.

Banking Products and Services

      First Signature Bank & Trust Company is a limited-service bank, which
accepts demand deposits but does not make commercial loans. It provides consumer
banking products and services to our customers. First Signature Bank & Trust
Company had $156.5 million and $181.8 million in assets as of December 31, 2001
and 2000, respectively.

      For a further description of operating results, see Management's
Discussion and Analysis of Financial Condition and Results of Operations - Asset
Gathering Segment, included elsewhere in this Form 10-K.


                                       17
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Guaranteed and Structured Financial Products Segment

Overview

      Through our Guaranteed and Structured Financial Products Segment (G&SFP),
we offer a variety of specialized products and services to qualified defined
benefit and defined contribution retirement plans, and other domestic and
international investors. Our products include non-guaranteed, partially
guaranteed and fully guaranteed general account and separate account investment
options. We distribute these products through home office and regional sales
representatives either directly to institutional buyers or indirectly through
financial intermediaries, consultants and brokers.

      The G&SFP Segment contributed 32.1%, 33.3% and 30.9% of consolidated
operating revenues and 31.5%, 29.9% and 34.3% of consolidated after-tax
operating income in the years ended December 31, 2001, 2000 and 1999,
respectively. The G&SFP Segment generated revenues of $2,369.5 million, $2,427.2
million and $2,028.2 million and after-tax operating income of $238.0 million,
$211.6 million and $201.7 million in 2001, 2000 and 1999, respectively. G&SFP
Segment financial information is summarized below:

<TABLE>
<CAPTION>
                                                                                  As of December 31
                                                                           2001          2000          1999
                                                                    ------------------------------------------
                                                                                    (in millions)
<S>                                                                     <C>           <C>           <C>
Assets Under Management:
Spread-based products..........................................         $ 22,444.5    $ 19,492.1    $ 17,482.1
Fee-based products.............................................            8,448.4      10,827.7      11,862.8
                                                                    ------------------------------------------
Total..........................................................         $ 30,892.9    $ 30,319.8    $ 29,344.9
                                                                    ==========================================

Spread-based Statutory Premiums and Deposits:
Fund-type products
     General account GICs......................................         $  1,462.6    $  1,863.4    $  2,442.2
     Funding agreements........................................            3,256.2       2,578.6       2,775.2
Single premium annuities.......................................              465.5         594.8         282.4
                                                                    ------------------------------------------
     Total Spread-based Statutory Premiums and Deposits........         $  5,184.3    $  5,036.8    $  5,499.8
                                                                    ==========================================

Fee-based Statutory Premiums and Deposits:
General account participating pension fund-type products and
   annuity contracts...........................................         $    468.9    $    467.0    $    527.9
Structured separate accounts...................................               77.4          50.3         615.7
Other separate account contracts...............................              130.6         223.9         272.7
                                                                    ------------------------------------------
     Total Fee-based Statutory Premiums and Deposits...........         $    676.9    $    741.2    $  1,416.3
                                                                    ==========================================
</TABLE>

      Statutory premiums and deposits differ from GAAP premiums because GAAP
requires that premiums on general account GICs, funding agreements, general
account participating pension products, separate account GICs, separate account
annuities and separate investment accounts be accounted for using deposit
accounting. Deposit accounting excludes the contributions and deposits received
from revenue and generally shows only the fees and investment income earned from
these products as revenues.

Products and Markets

      The G&SFP Segment offers spread-based products and fee-based products in a
variety of markets. Spread-based products serve the larger and faster growing
segment of the market. Fee-based products are typically niche products that have
less overall growth potential. The general account Guaranteed Investment
Contract (GIC) has been the predominant product issued in the qualified defined
contribution plan market. Single premium and separate account annuities are
primarily limited to qualified and non-qualified defined benefit plans. Funding
agreements are issued to non-qualified domestic and international institutional
investors. By working closely with our customers to develop customized
investment programs, we have built a leading market share in several important
markets, including general account GICs, funding agreements and single premium
annuities.

      Spread-Based Products. Our spread-based products provide a guaranteed rate
of return to the customer. We derive earnings on these products primarily from
the difference between the investment returns on the supporting assets and the
guaranteed returns provided to customers. Our spread-based products include both
fund-type products and single premium annuities.


                                       18
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

o     Fund-type products. Our fund-type products consist of the following:

            General account GICs. GICs are annuity contracts that pay a
            guaranteed rate of return. GICs are primarily marketed to sponsors
            of tax-qualified retirement plans such as 401(k) plans. The
            guaranteed rate of return on GICs can be a fixed rate or a floating
            rate based on an external market index.

            Funding agreements. Funding agreements are investment contracts that
            pay a guaranteed rate of return. However, funding agreements
            generally are issued to corporations, mutual funds and other
            institutional investors and, unlike GICs, are not typically used to
            fund retirement plans. The guaranteed rate of return on funding
            agreements can be a fixed rate or a floating rate based on an
            external market index.

o     Single premium annuities. Single premium annuities are immediate or
      deferred annuity contracts, which provide for payments of a guaranteed
      amount commencing at a specified time, typically at retirement. These
      annuities are sold primarily to defined benefit plan closeouts; they are
      also offered in the structured settlement market. The two most common
      types of annuities are the straight life annuity, which makes payments for
      the life of a retired annuitant, and the joint and survivor annuity, which
      continues to make payments to a spouse after the death of the annuitant.

      Fee-Based Products. Our fee-based products generally pass the investment
results of invested assets through to the contractholder with no, or minimal,
guarantees. We derive earnings on these products primarily from expense, risk,
and profit charges that are generally assessed on the basis of assets under
management. Fee-based businesses provide relatively stable revenues and have
lower capital requirements than our spread-based businesses. Our fee-based
products include:

o     Participating general account fund-type products and annuity contracts.
      These products are funding vehicles for pension plans that pass investment
      results through to the contractholder, after risk and profit charges.
      Annuity guarantees for these products are supported by asset adequacy
      requirements under which assets must be maintained at levels at least 5%
      above the annuity reserve. If the level of assets held under the contract
      falls below this threshold, we may liquidate assets equal to the annuity
      reserve and apply the assets to purchase a fully guaranteed annuity.

o     Structured Separate Accounts. These products pass the investment results
      of a separate account through to the contractholder and contain only
      minimal guarantees. Contractholders may select from among flexible
      investment options provided by our various investment managers. The
      structured separate account business leverages the strong marketing
      relationships developed in our general account GIC business.

o     Participating separate account annuities. These products are funding
      vehicles for pension plans which offer customers an insured
      pension-funding program in conjunction with a broad range of investment
      options, including both equity and fixed-income investment classes. The
      risk associated with providing these annuities is mitigated by excess
      collateral maintenance requirements, which vary depending on the
      investment option selected. If the collateral falls below the maintenance
      requirements, we may liquidate assets equal to the annuity reserve and
      apply the assets to purchase a fully guaranteed annuity.

o     Separate investment accounts. These are non-guaranteed group annuity
      contracts under which assets are held in a separate account. We typically
      use affiliated investment advisors to manage these assets. We may also use
      non-affiliated investment managers if the customer so requires. Because
      these products do not provide guarantees, most new sales of separate
      investment accounts are reported in the Investment Management Segment.
      Existing agreements, however, continue to be reported in and serviced by
      the Guaranteed and Structured Financial Products Segment because of
      customer relationships.

Distribution

      We distribute our guaranteed and structured financial products through a
variety of channels. General and separate account GICs are sold through our
regional representatives to plan sponsors, or to GIC managers who represent plan
sponsors. Funding agreements are sold either directly, through brokers, or
through investment banks in the form of medium-term notes. Annuities are sold
through pension consultants who represent defined benefit plan sponsors or
through brokers who receive a commission for sales of our products.

      We have an experienced sales staff that develop and maintain relationships
with target customers, consultants, and other financial intermediaries. We
believe that our consistent market presence over the past two decades has
created strong and valuable relationships with a large segment of the customer
base.


                                       19
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Spread-Based Products Risk Management

      Because of the significant guarantees provided as part of our spread-based
product offerings, risk management is particularly important in this line of
business. To facilitate risk management, we segregate and manage the assets
supporting our spread-based products separately from the rest of our general
account. Our risk management strategy incorporates a sophisticated
asset/liability matching system that is based on:

o     Managing interest rate exposure by closely matching the relative
      sensitivity of asset and liability values to interest rate changes, i.e.
      controlling the "duration mismatch" of assets and liabilities.

o     Using sophisticated systems and processes to project cash flows for each
      asset and each liability and to measure with precision the sensitivity of
      assets and liabilities to interest rate changes.

o     Writing contracts that typically have a predictable maturity structure and
      do not have premature surrender or redemption provisions.

o     Monitoring all contribution and withdrawal activity in each contract to
      anticipate deviations from expected cash flows.

o     Establishing working groups with representatives from our various business
      units, to facilitate interaction among investment management, sales
      management, risk management, financial management and the pricing staff.

      For additional information, see Quantitative and Qualitative Information
about Market Risk, included elsewhere in this Form 10-K.

Underwriting

      Underwriting is most significant for the following products in this
segment:

o     General Account GICs. In developing pricing proposals for new contracts,
      our underwriters estimate both base-line cash flows and also likely
      variance from the base line due to plan participants reallocating assets
      from the "stable value" option of their defined contribution plan. Our
      underwriters utilize customized pricing models that generate plan-specific
      risk charges for each customer's book value payment provision. If these
      pricing models project the risk of losses exceeding customary thresholds,
      instead of rejecting the business, our underwriters can modify the
      proposal by suggesting the use of risk reduction techniques designed to
      shift some of the risk of redemptions back to the plan or to a third
      party.

o     Single Premium Annuities. We underwrite immediate annuities using recent
      mortality experience and an assumption of continued improvement in
      annuitant longevity. We underwrite deferred annuities by analyzing not
      only mortality risk but also the expected time to retirement.

Reserves

      We establish and report liabilities for contractholders' funds and future
policy benefits to meet the obligations on our policies and contracts. Our
liability for general account GICs, funding agreements, and fee-based products
is equal to the cumulative account balances for these products. Cumulative
account balances include deposits plus credited interest or investment earnings
less expense charges and withdrawals. Future policy benefits for our single
premium annuity contracts are calculated based on a set of actuarial assumptions
that we establish and maintain throughout the lives of the contracts. Our
assumptions include investment yields, mortality and the expected time to
retirement.

Competition

      Our Guaranteed and Structured Financial Products Segment operates in a
variety of highly competitive institutional markets. Although a large number of
companies offer these products, the market is concentrated. Through the first
three quarters of 2001, five insurers, including the Company, issued
approximately 60% of total GICs and funding agreements issued by U.S. insurance
companies reporting to LIMRA; and five insurers, including the Company, issued
more than 70% of total single premium annuities. Our competitors include a
variety of well-recognized insurance companies, domestic and foreign banks and
other institutional investment advisors.

      We believe that we are able to compete successfully in our markets as a
result of our strong financial ratings, investment management expertise,
national distribution, flexible product design and competitive pricing.
Competition in this market is restricted almost exclusively to insurance
companies with superior or excellent financial ratings. The requirement for
strong financial ratings reduces pressure on margins by limiting the number of
potential competitors and by lowering our cost of funds.


                                       20
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

      For a further description of operating results, see Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Guaranteed and Structured Financial Products Segment included elsewhere in this
Form 10-K.

Investment Management Segment

Overview

      Through our Investment Management Segment, we provide investment
management services to domestic and international institutions. While this
segment includes primarily assets managed for third-party institutional clients,
the investment professionals providing these services also manage assets
underlying our general account and separate account products, as well as
variable life and annuity and mutual fund products. The Investment Management
Segment attracts funds from corporate and public pension plan sponsors, banks,
insurance companies, mutual funds, and other domestic and international
institutions.

      The Investment Management Segment represented 25.1%, 27.8% and 33.4% of
our total assets under management as of December 31, 2001, 2000 and 1999, which
were $114.8 billion, $117.2 billion and $119.9 billion, respectively. Investment
Management Segment assets were $2,049.8 million, $3,124.5 million and $3,531.4
million as of December 31, 2001, 2000 and 1999, respectively. The Investment
Management Segment contributed $143.2 million, $212.0 million and $189.9 million
of consolidated operating revenues and $29.8 million, $46.8 million and $37.3
million of consolidated after-tax operating income in the years ended December
31, 2001, 2000 and 1999, respectively.

Products and Markets

      The Investment Management Segment is primarily a fee-based investment
advisory business in which we do not offer guarantees to our customers. We
provide a variety of investment structures, such as investment advisory client
portfolios, individually managed and pooled separate accounts, registered
investment company funds, bond and mortgage securitizations, and mutual fund
management capabilities.

      Our investment management expertise covers a wide range of private and
publicly-traded asset classes and is based on fundamental research and
disciplined, quantitatively-based analysis and asset-liability management. Our
private fixed income, equity, commercial mortgage and alternative asset
operations have strong credit analysis capabilities and deal origination
expertise. These operations enjoy broad networks of relationships with
intermediaries giving them early access to new investment opportunities.

      The capabilities of the Investment Management Segment include:

      Public Fixed Income and Equity Investments. Through Independence
Investment LLC, we provide active stock and bond management to pension funds,
endowments, and other institutions. We provide core, value, growth, medium-cap,
balanced and market neutral investment strategies. We also offer international
stock and bond management.

      In addition, we offer active, quantitative investment management services
in the high quality fixed income markets, with a special emphasis on structuring
and managing portfolios of mortgage-backed securities and Treasury securities
combined, when appropriate, with various derivative strategies. These portfolios
are either managed directly for investors or structured as collateralized debt
obligations (CDOs).

      Private Fixed Income, Equity and Alternative Asset Class Investments. We
manage funds for external institutional clients investing in private
fixed-income and equity securities and alternative asset classes. Our strength
is in private placement corporate securities, structured and innovative
transactions and niche investment opportunities. Our completed offerings include
a mezzanine fund investing primarily in subordinated debt with equity
participation features and collateralized bond obligation funds, which have been
marketed domestically and internationally to banks, insurance companies, brokers
and other clients outside of the pension market.

      We are a leading domestic and international manager of equity timberland
for large tax-exempt institutional investors, and are among the largest managers
of equity farmland investments. This segment also originates, services and
securitizes commercial mortgages. In addition, we sponsor affordable housing
investments that qualify for Federal tax credits.


                                       21
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

      The following tables present certain information regarding the assets
under management by the Investment Management Segment for the periods indicated:

                  Total Assets Under Management By Asset Class

<TABLE>
<CAPTION>
                                                                          As of December 31
                                                                  2001           2000           1999
                                                          ---------------------------------------------
                                                                           (in millions)
<S>                                                           <C>            <C>            <C>
Assets Under Management: (1) (2)
Domestic equity and balanced............................      $ 14,952.7     $ 19,099.3     $ 26,940.8
International equity and balanced.......................         1,512.6        1,840.1        2,242.9
Domestic and international fixed income.................         9,385.7        8,469.3        6,879.6
Timber, farmland and independent power..................         2,919.6        3,136.0        3,983.9
                                                          ---------------------------------------------
     Total..............................................      $ 28,770.6     $ 32,544.7     $ 40,047.2
                                                          =============================================
</TABLE>

                               Asset Flow Summary

<TABLE>
<CAPTION>
                                                                          As of December 31
                                                                 2001            2000           1999
                                                          ---------------------------------------------
                                                                           (in millions)
<S>                                                           <C>            <C>            <C>
Assets Under Management:
Assets under management, beginning of year (1) (3)......      $ 32,544.7     $ 40,047.2     $ 39,549.6
Sales and reinvestments.................................         3,506.7        3,648.3        5,435.9
Redemptions and withdrawals.............................        (5,304.8)      (9,708.7)      (7,984.8)
Market (depreciation) appreciation......................        (1,976.0)      (1,442.1)       3,046.5
                                                          ---------------------------------------------
Assets under management, end of year (1) (2)............      $ 28,770.6     $ 32,544.7     $ 40,047.2
                                                          =============================================
</TABLE>

(1)   Includes $1,234.6 million, $1,120.1 million and $1,060.8 million of assets
      managed by subsidiaries for our general account for the year ended
      December 31, 2001, 2000 and 1999, respectively.
(2)   Does not include $151.3 million, $106.9 million and $164.5 million of
      general account cash and invested assets as of December 31, 2001, 2000 and
      1999, respectively.
(3)   Does not include $106.9 million, $164.5 million and $88.1 million of
      general account cash and invested assets as of January 1, 2001, 2000 and
      1999, respectively.

Distribution

      We sell our investment management products and services through multiple
distribution channels. Marketing to pension funds, endowments, foundations and
other institutional clients is conducted primarily by our experienced sales
professionals and dedicated marketing and client relationship staff. Products
are also offered through independent marketing specialists, consulting firms,
and investment banking firms.

Competition

      The institutional asset management industry is highly competitive. We
compete with other investment management firms, insurance companies, banks and
mutual fund companies, many of who are larger and have greater resources than
us. Consolidation activity in recent years has increased the concentration of
competitors within the industry.

      We believe the key bases for competition are investment performance and
customer service. Our competitive strategy focuses on attracting assets through
superior performance. Consistent with this strategy, we continually evaluate
opportunities to develop internally, acquire, or divest investment management
units and strive to improve our investment management products and services. In
addition, we believe our leading role in non-traditional asset classes helps to
create a distinct and competitively advantageous profile in the institutional
asset management marketplace.


                                       22
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Corporate and Other Segment

Overview

      Our Corporate and Other Segment consists primarily of our international
group insurance operations, corporate operations and non-core businesses that
are either in the process of winding down (i.e., are in "run-off") or have been
divested. This segment contributed approximately 8.8%, 7.9% and 8.1% of
consolidated operating revenues and 7.3%, 11.6% and 7.7% of consolidated
after-tax operating income in the years ended December 31, 2001, 2000 and 1999,
respectively. The Corporate and Other Segment generated operating revenues of
$650.6 million, $577.0 million and $532.4 million and after-tax operating income
of $55.4 million, $82.4 million and $45.6 million in 2001, 2000 and 1999,
respectively.

      The Corporate and Other Segment assets are summarized below:

                                              For the Years Ended December 31
                                              2001          2000         1999
                                          --------------------------------------
                                                       (in millions)
Assets:
International insurance operations......   $    71.9     $    65.1    $    66.9
Corporate operations....................     6,634.7       5,604.6      4,052.1
Non-core businesses.....................     1,004.0       1,106.1      1,212.2
Intra-segment eliminations..............    (4,542.6)     (3,808.1)    (2,842.5)
                                          --------------------------------------
     Total..............................   $ 3,168.0     $ 2,967.7    $ 2,488.7
                                          ======================================

International Group Insurance Operations

      Our international group insurance operations consist primarily of the
international group insurance program. The international group insurance program
consists of an international network of 46 insurers that coordinate and/or
reinsure group life, health, disability and pension coverage for foreign and
globally mobile employees of multinational companies in 50 countries and
territories.

Corporate Operations

      Corporate operations consist principally of (1) investment and treasury
activities, and assets, investment income, interest expense and other expenses
not specifically allocated to segments and (2) group life insurance operations.
Our group life insurance business generated $225.8 million, $240.6 million and
$226.2 million in premium in the years ended December 31, 2001, 2000, and 1999,
respectively.

Non-Core Businesses

      We have certain non-core businesses that have been divested or put in
run-off, reflecting a strategic decision to focus on our retail and
institutional businesses. Non-core businesses consist primarily of run-off
property and casualty insurance companies that were sold in 1999, a portion of
our group life and accident and health business and related subsidiaries that
were sold in 1997, and other small subsidiaries in various stages of running-off
their operations.

      For a further description of operating results, see Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Corporate and Other Segment, included elsewhere in this Form 10-K.


                                       23
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

General Account Investments

General Account and Separate Accounts

      Our investments include assets held in our general account and assets held
in numerous separate accounts. We manage our general account assets in
investment segments that support specific classes of product liabilities. These
investment segments permit us to implement investment policies that both support
the financial characteristics of the underlying liabilities, and also provide
returns on our invested capital. The investment segments also enable us to gauge
the performance and profitability of our various business segments and product
lines.

      Separate account assets are managed in accordance with specific investment
contracts. We generally do not bear any investment risk on assets held in
separate accounts, but rather receive investment management fees based on levels
of assets under management, measured at fair value, as well as mortality fees,
policy administration fees and surrender charges. Generally, assets held in
separate accounts are not available to satisfy general account obligations.

      For a further description of our investments, see Management's Discussion
and Analysis of Financial Condition and Results of Operations - General Account
Investments, included elsewhere in this Form 10-K.

Ratings

      Insurance companies are rated by rating agencies based upon factors
relevant to policyholders. Ratings provide both industry participants and
insurance consumers meaningful information on specific insurance companies.
Ratings with respect to claims-paying ability and financial strength have become
an increasingly important factor in establishing the competitive position of
insurance companies. Higher ratings generally indicate financial stability and a
strong ability to pay claims. As of December 31, 2001, John Hancock Life
Insurance Company is rated A++ (Superior) by A.M. Best, AAA (Highest) by Fitch
IBCA, AA+ (second highest rating) by S&P, and Aa2 (third highest rating) by
Moody's.

      We believe that our strong ratings are an important factor in marketing
our products to our distributors and customers, since ratings information is
broadly disseminated and generally used throughout the industry. Our ratings
reflect each rating agency's current opinion of our financial strength,
operating performance and ability to meet our obligations to policyholders, and
are not evaluations directed toward the protection of investors. Such ratings
are neither a rating of securities nor a recommendation to buy, hold or sell any
security.

REGULATION

General

      Our business is subject to extensive regulation at both the state and
Federal level, including regulation under state insurance and Federal and state
securities laws.

State Insurance Regulation

      The Company and its insurance subsidiaries are subject to supervision and
regulation by the insurance authorities in each jurisdiction in which they
transact business. Currently, we are licensed to transact business in all fifty
states, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, Guam,
the Northern Mariana Islands, and several Asian countries, including one city in
the People's Republic of China and therefore are subject to regulation in all
these jurisdictions. Most states have laws and regulations governing such issues
as: what lines of business a company may engage in; underwriting practices,
including a company's ability to request results of applicants' genetic tests;
what premium rates may be charged in various lines of business; what products a
company may sell; mandating certain insurance benefits and policy forms; minimum
rates for accumulation of cash values and maximum rates for policy loans;
licensing of insurance companies and agents; advertising and marketing
practices; statutory accounting and reporting requirements; reserve requirements
and solvency standards; admitted statutory assets; the appropriate mix of
investments; dividend payments; transactions with affiliates; and level of
ownership regarding acquisitions of control. State insurance departments
periodically review the business and operations of an insurance company by
examining its financial condition and how its agents sell its products. Our
insurance subsidiaries are also required to file various reports, relating to
their financial condition, including quarterly filings and detailed annual
financial statements. This is required in each jurisdiction where an insurance
business is licensed.

      State insurance regulatory authorities and other state law enforcement
agencies and attorneys general from time to time make inquiries concerning
whether our insurance businesses are in compliance with the regulations covering
their businesses. We reasonably and promptly respond to such inquiries and take
corrective action if warranted.

      The Illinois, California and Vermont insurance departments have ongoing
market conduct examinations involving John Hancock Life Insurance Company. The
Company believes that it conducts its business in accordance with all

                                       24
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

applicable state regulations and does not expect that the outcome of these
examinations will have a material impact on our business, financial condition or
results of operations.

      State insurance regulators and the National Association of Insurance
Commissioners are continually re-examining existing laws and regulations. Among
other things, these laws and regulations may focus on insurance company
investments, financial reporting and solvency issues, risk-adjusted capital
guidelines, interpretations of existing laws, the development of new laws, the
implementation of non-statutory guidelines and the circumstances under which
dividends may be paid.

Regulation Governing Potential Acquisitions of Control

      We are subject to regulation under the insurance holding company statutes
of the states in which our insurance subsidiaries are organized, principally
Massachusetts, which is our state of domicile. The Massachusetts insurance law
contains provisions which, in general, provide that the acquisition or change of
"control" of a domestic insurer or of any person that controls a domestic
insurer cannot be consummated without the prior approval of the Massachusetts
Commissioner of Insurance. In general, a presumption of "control" arises from
the ownership, control, possession with the power to vote or possession of
proxies with respect to, 10% or more of the voting securities of an insurer or
of a person that controls an insurer. A person seeking to acquire control,
directly or indirectly, of a Massachusetts insurance company or of any person
controlling a Massachusetts insurance company must file an application for
approval of the acquisition of control with the Massachusetts Commissioner of
Insurance and obtain the approval of the Massachusetts Commissioner of Insurance
before consummating the acquisition.

      In addition, we may in the future become subject to New York insurance law
governing the activities of insurance holding companies. Delaware insurance
holding company laws apply to us as well because we have an insurance subsidiary
organized in Delaware. Accordingly, any direct or indirect acquisition of
control of John Hancock Life Insurance Company will be subject to the prior
approval of the Delaware Commissioner of Insurance and may also be subject to
the prior approval of the New York Superintendent of Insurance in the event John
Hancock Life Insurance Company is deemed a New York domestic insurer under the
provisions of the New York insurance holding company law.

      In addition to the restrictions under applicable insurance holding company
statutes, the Plan of Reorganization governing our reorganization also
prohibits:

      o     any person, or persons acting in concert, from directly or
            indirectly acquiring or offering to acquire beneficial ownership of
            10% or more of the outstanding shares of our common stock until
            February 1, 2002; and

      o     without prior approval of the Board of Directors of JHFS and the
            Massachusetts Commissioner of Insurance, any person, or persons
            acting in concert, from directly or indirectly acquiring or offering
            to acquire beneficial ownership of 10% or more of the outstanding
            shares of our common stock until February 1, 2003.

      By virtue of these provisions of the Plan of Reorganization, the Company
was not subject to acquisition by another company during the two years following
the effective date of the reorganization and, until February 1, 2003, may not be
subject to acquisition without the prior approval of the Board of Directors of
JHFS and the Massachusetts Commissioner of Insurance.

      There is an exception to the foregoing prohibition for an acquisition by a
person that becomes a beneficial owner of 10% or more of our common stock as a
result of the issuance of such common stock to such person as consideration in
an acquisition of another entity that was initiated, by the authority of the
JHFS Board of Directors.

      All restrictions described above may deter, delay or prevent a future
acquisition of control, including transactions that could be perceived as
advantageous to our sole shareholder, JHFS.

Regulation of Dividends and Other Payments from Insurance Subsidiaries

      As a result of the demutualization of John Hancock Mutual Life Insurance
Company, a parent holding company, called John Hancock Financial Services, Inc.,
has been created. John Hancock Financial Services, Inc. (JHFS) is a holding
company and its primary asset is the outstanding capital stock of John Hancock
Life Insurance Company. As an insurance holding company, JHFS depends primarily
on dividends from John Hancock Life Insurance Company to pay dividends to its
shareholders, pay operating expenses and implement its capital management
strategies. Any inability of John Hancock Life Insurance Company to pay
dividends to JHFS in the future in an amount sufficient for JHFS to pay
dividends to its shareholders, meet its cash obligations and implement its
capital management strategies, may materially adversely affect the market price
of JHFS common stock and its business, financial condition or results of
operations.

      The Massachusetts insurance law limits how and when John Hancock Life
Insurance Company can pay dividends to JHFS. Under the Massachusetts insurance
law, no insurer may pay any shareholder dividend from any source other than


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                       JOHN HANCOCK LIFE INSURANCE COMPANY

statutory unassigned funds without the prior approval of the Massachusetts
Commission of Insurance. The Massachusetts insurance holding company act
requires that a report be given to the Massachusetts Commissioner of Insurance
no later than five days following declaration, and at least ten days' prior to
payment, of any dividend or distribution by a Massachusetts insurance company.
Further, this act provides that no extraordinary dividend may be paid without
thirty days' prior written notice to the Massachusetts Commissioner of
Insurance, and only if the Massachusetts Commissioner of Insurance has not
disapproved, or has approved, the payment within the thirty day notice period.
An extraordinary dividend is any dividend or distribution of cash or other
property whose fair market value, together with other dividends or distributions
made within the preceding twelve months, exceeds the greater of (1) 10% of an
insurance company's surplus as regards policyholders as of the preceding
December 31, and (2) a life insurance company's statutory net gain from
operations for the twelve months ending on the preceding December 31. Although
not currently viewed as such, the Company, in the future, could also be viewed
as being commercially domiciled in New York and, if so, dividend payments may
also be subject to New York's insurance holding company act as well as
Massachusetts law.

Surplus and Capital Requirements

      Insurance regulators have the discretionary authority, in connection with
the ongoing licensing of our insurance businesses, to limit or prohibit the
ability to issue new policies if, in the regulators' judgment, the insurer is
not maintaining a minimum amount of surplus or is in hazardous financial
condition. Limits may also be established on the ability to issue new life
insurance policies and annuity contracts above an amount based upon the face
amount and premiums of policies of a similar type issued in the prior year.

Risk-Based Capital

      The National Association of Insurance Commissioners (NAIC) has established
risk-based capital (RBC) standards for life insurance companies as well as a
model act to apply such standards at the state level. The model act provides
that life insurance companies must submit an annual risk-based capital report to
state regulators reporting their risk-based capital based on five categories of
risk: asset risk-affiliates, asset risk-other, insurance risk, interest rate
risk and business risk. The formula is intended to be used by insurance
regulators as an early warning tool to identify possible weakly capitalized
companies for purposes of initiating further regulatory action.

      In 2001, the NAIC changed the risked-based capital formula which resulted
in RBC charges or a higher risk-based capital ratio. The most significant change
made by NAIC is to tax effect the RBC, which is similar to reducing the risk
factors being applied to the different risk categories. One other change was the
creation of a common stock asset risk category and its treatment in the
covariance calculation. This change also lowered RBC. John Hancock took certain
actions to improve the risk-based capital ratio. The two most significant
actions were the partial reinsurance of the closed block and the upstreaming of
some of the Company's foreign insurance affiliates to JHFS. John Hancock Life
Insurance Company exceeded the level of risk-based capital that would require it
to propose actions to correct a deficiency by 151.2 percentage points as of
December 31, 2001.

Statutory Investment Valuation Reserves

      Life insurance companies are required to establish an asset valuation
reserve (AVR) consisting of two components: (i) a "default component," which
provides for future credit-related losses on fixed maturity investments, and
(ii) an "equity component," which provides for losses on all types of equity
investments, including equity securities and real estate. Insurers also are
required to establish an interest maintenance reserve (IMR) for net realized
capital gains and losses on fixed maturity securities, net of tax, related to
changes in interest rates. The IMR is required to be amortized into statutory
earnings on a basis reflecting the remaining period to maturity of the fixed
maturity securities sold. These reserves are required by state insurance
regulatory authorities to be established as a liability on a life insurer's
statutory financial statements, but do not affect our financial statements
prepared in accordance with GAAP. Although future additions to AVR will reduce
the future statutory capital and surplus of John Hancock Life Insurance Company,
we do not believe that the impact under current regulations of such reserve
requirements will materially affect the ability of John Hancock Life Insurance
Company to increase its statutory capital and surplus and pay future dividends
to John Hancock Financial Services, Inc.

IRIS Ratios

      The National Association of Insurance Commissioners has developed a set of
financial tests known as the Insurance Regulatory Information System (IRIS) for
early identification of companies which may require special attention by
insurance regulators. Insurance companies submit data on an annual basis to the
National Association of Insurance Commissioners. This data is used to calculate
ratios covering various categories of financial data, with defined "usual
ranges" for each category. IRIS consists of 13 key financial ratios for life
insurance companies. An insurance company may fall out of the usual range with
respect to one or more ratios because of specific transactions that are in
themselves

                                       26
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

immaterial or eliminated at the consolidated level. Departure from the usual
range on four or more of the ratios may lead to inquiries from individual
states' insurance departments. During the five-year period ended December 31,
2001, John Hancock Life Insurance Company was outside the usual range for Net
Change in Capital Surplus ratio for the year 2000, and the Change in Product Mix
and Change in Reserving ratios in 2001. The Change in Capital Surplus ratio fell
outside the usual range in 2000 because of the demutualization transaction.
Specifically, under the applicable statutory accounting rules, the Company was
required to exclude the proceeds from the stock offering from surplus while the
demutualization consideration paid in cash was deducted from surplus, thereby
distorting the ratio. This adjustment did not recur in the year 2001 and it is
not expected to occur in 2002. The unusual ratios in 2001 were the result of the
implementation of new statutory accounting rules and are not expected to recur.
During the same period, John Hancock Variable Life Insurance Company and
Investors Partner Life Insurance Company, which are wholly owned direct and
indirect subsidiaries of John Hancock Life Insurance Company, respectively, had
several ratios outside of the usual range. John Hancock Variable Life Insurance
Company had eight unusual ratios, all of which resulted from growth in the
business and the effect of reinsurance contracts with John Hancock Life
Insurance Company. Investors Partner Life Insurance Company had ten unusual
ratios due to the fact it writes no new business.

Regulation of Investments

      Our insurance businesses are subject to state laws and regulations that
require diversification of their investment portfolios. Some of these laws and
regulations also limit the amount of investments in specified investment
categories, such as below investment grade fixed maturity securities, equity
real estate, other equity investments and derivatives. Failure to comply with
these laws and regulations would cause investments exceeding regulatory
limitations to be treated as nonadmitted assets for purposes of measuring
statutory surplus, in some instances, requiring divestiture. State regulatory
authorities from the domiciliary states of our insurance subsidiaries have not
indicated any non-compliance with any such regulations.

Valuation of Life Insurance Policies Model Regulation

      The National Association of Insurance Commissioners has adopted a revision
to the Valuation of Life Insurance Policies Model Regulation (known as Revised
XXX). This model regulation established new minimum statutory reserve
requirements for certain individual life insurance policies written in the
future. Before the new reserve standards can become effective, individual states
must adopt the model regulation. Massachusetts adopted the Regulation effective
January 1, 2001 and the Company established increased reserves to be consistent
with the new minimum standards with respect to policies issued after the
effective date of the regulation. In addition, the Company revised its term life
insurance products with guaranteed premium periods and is in the process of
revising and expanding its universal life insurance products with no-lapse
guarantees.

Federal Insurance Initiatives and Legislation

      Although the Federal government generally does not directly regulate the
insurance business, federal initiatives often have an impact on our business.
Current and proposed measures that may significantly affect the insurance
business generally include limitations on anti-trust immunity, minimum solvency
requirements and health care reform.

      On November 12, 1999, the Gramm-Leach-Bliley Act of 1999 became law,
implementing fundamental changes in the regulation of the financial services
industry in the United States. The act permits the transformation of the already
converging banking, insurance and securities industries by permitting mergers
that combine commercial banks, insurers and securities firms under one holding
company. Under the act, national banks retain their existing ability to sell
insurance products in some circumstances. In addition, bank holding companies
that qualify and elect to be treated as "financial holding companies" may engage
in activities, and acquire companies engaged in activities, that are "financial"
in nature or "incidental" or "complementary" to such financial activities,
including acting as principal, agent or broker in selling life, property and
casualty and other forms of insurance, including annuities. A financial holding
company can own any kind of insurance company or insurance broker or agent, but
its bank subsidiary cannot own the insurance company. Under state law, the
financial holding company would need to apply to the insurance commissioner in
the insurer's state of domicile for prior approval of the acquisition of the
insurer, and the act provides that the commissioner, in considering the
application, may not discriminate against the financial holding company because
it is affiliated with a bank. Under the act, no state may prevent or interfere
with affiliations between banks and insurers, insurance agents or brokers, or
the licensing of a bank or affiliate as an insurer or agent or broker.

      On October 26, 2001, the International Money Laundering Abatement and
Anti-Terrorist Financing Act of 2001 was enacted into law as part of the USA
PATRIOT Act. Among its many provisions the law requires that financial
institutions adopt anti-money laundering programs that include policies,
procedures and controls to detect and prevent money laundering, designate a
compliance officer to oversee the program and provide for employee training, and
periodic audits in accordance with regulations to be issued by the U.S. Treasury
Department. The Company is actively


                                       27
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

developing a program in order to fully comply with the applicable provisions of
the Act and the related Treasury Regulations.

Tax Legislation

      Currently, under the Internal Revenue Code, holders of many life insurance
and annuity products, including both traditional and variable products, are
entitled to tax-favored treatment on these products. For example, income tax
payable by policyholders on investment earnings under traditional and variable
life insurance and annuity products which are owned by natural persons is
deferred during the product's accumulation period and is payable, if at all,
only when the insurance or annuity benefits are actually paid or to be paid.
Also, for example, interest on loans up to $50,000 secured by the cash value of
life insurance policies owned by businesses on key employees is eligible for
deduction even though investment earnings during the accumulation period are
tax-deferred.

      In the past, legislation has been proposed that would have curtailed the
tax-favored treatment of some of our insurance and annuity products. If any such
proposals were enacted, market demand for such products would be adversely
affected. In addition, the Economic Growth and Tax Relief Reconciliation Act of
2001 (EGTRRA), enacted by Congress in 2001, provides for the gradual reduction
and eventual elimination of Federal estate taxes by the year 2010. But EGTRRA
also contains a sunset provision which would reinstate Federal estate taxes in
the year 2011, based on the Internal Revenue Code in effect prior to the
enactment of EGTRRA. Many insurance products are designed and sold to help
policyholders reduce the effect of Federal estate taxation on their estates. The
enactment of EGTRRA has adversely affected sales of certain of our insurance and
investment advisory products, but this effect is mitigated somewhat by the
sunset provision. If the sunset provision of EGTRRA is eliminated in the future,
the adverse affect on the sales of these products could increase. In addition,
sales of split dollar life insurance products have been adversely affected by
proposed changes being considered by the Internal Revenue Service.

Securities Laws

      Certain of our investment advisory activities are subject to federal and
state securities laws and regulations. Our mutual funds are registered under the
Securities Act of 1933, as amended (the "Securities Act"), and the Investment
Company Act. All of our separate investment accounts that fund retail variable
annuity contracts and retail variable life insurance products issued by us,
other than those which fund private placement investment options that are exempt
from registration or support fixed rate investment options that are also exempt
from registration, are registered both under the Securities Act and the
Investment Company Act. Institutional products such as group annuity contracts,
guaranteed investment contracts and funding agreements are sold to tax qualified
pension plans or are sold to other sophisticated investors as "private
placements," and are exempt from registration under both acts. Some of our
subsidiaries are registered as broker/dealers under the Securities Exchange Act
of 1934, as amended (the "Securities Exchange Act"), and with the National
Association of Securities Dealers, Inc., and a number are registered as
investment advisers under the Investment Advisers Act of 1940. One subsidiary is
registered as a commodity pool operator and also as a commodity trading advisor
under the Commodity Exchange Act. Our insurance companies or other subsidiaries
also own or manage other investment vehicles that are exempt from registration
under the Securities Act and the Investment Company Act but may be subject to
other requirements of those laws, such as antifraud provisions and the terms of
applicable exemptions. We are also subject to similar laws and regulations in
the states and foreign countries in which we provide investment advisory
services, offer the products described above or non-variable life and annuity
products or conduct other securities and investment related activities.

Environmental Considerations

      As owners and operators of real property, we are subject to extensive
federal, state and local environmental laws and regulations. Inherent in such
ownership and operation is the risk that there may be potential environmental
liabilities and costs in connection with any required remediation of such
properties. When deemed appropriate, we routinely conduct environmental
assessments for real estate being acquired for investment and before taking
title to property acquired through foreclosure or deed in lieu of foreclosure.
Based on these environmental assessments and compliance with our internal
environmental procedures, we believe that any costs associated with compliance
with environmental laws and regulations or any remediation of such properties
would not be material to our consolidated financial position or results of
operations. Furthermore, although we hold equity positions in subsidiaries and
investments that could potentially be subject to environmental liabilities, we
believe, based on our assessment of the business and properties of these
companies and our level of involvement in the operation and management of such
companies, that we would not be subject to any environmental liabilities with
respect to these investments which would have a material adverse effect on our
business, financial position or results of operations.


                                       28
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

ERISA Considerations

      Certain of our lines of business, including our management of employee
benefit plan assets in our advisory capacity in separate accounts, are subject
to the requirements of ERISA. In addition, the Small Business Job Protection
Act, which we refer to as the SBJPA, offers insurers protection from potential
litigation exposure prompted by the 1993 U.S. Supreme Court decision in John
Hancock Mutual Life Insurance Company v. Harris Trust & Savings Bank, which we
refer to as the Harris Trust Decision, in which the Court held that, with
respect to a portion of the funds held under certain general account group
annuity contracts, an insurer is subject to the fiduciary requirements of ERISA.
The pertinent SBJPA provisions provide that insurers are protected from
liability for breaches of fiduciary duties under ERISA for past actions with
respect to their general account contracts. However, insurers remain subject to
federal criminal law and liable for actions brought by the U.S. Secretary of
Labor alleging breaches of fiduciary duties that also constitute a violation of
federal or state criminal law. The SBJPA also provides that contracts issued
from an insurer's general account on or before December 31, 1998, that are not
guaranteed benefit policies, will not be subject to ERISA's fiduciary
requirements if they meet the requirements of regulations issued by the United
States Department of Labor. The SBJPA further provides that contracts issued
from an insurer's general account after December 31, 1998, that are not
guaranteed benefit policies will be subject to ERISA. In January 2000, the
Department of Labor published a regulation pursuant to the SBJPA which provides,
among other things, that if an employee benefit plan acquired an insurance
policy (other than a guaranteed benefit policy) issued on or before December 31,
1998 that is supported by the assets of the insurer's general account, the
plan's assets for purposes of ERISA will not be deemed to include any of the
assets of the insurer's general account, provided that the requirements of the
regulation are met. Accordingly, if those requirements are met, the insurer is
not subject to the fiduciary obligations of ERISA in connection with such an
insurance policy. These requirements include detailed disclosures to be made to
the employee benefit plan and the requirement that the insurer must permit the
policyholder to terminate the policy on 90 days' notice and receive without
penalty, at the policyholder's option, either (1) the accumulated fund balance
(which may be subject to market value adjustment) or (2) a book value payment of
such amount in annual installments with interest. John Hancock Life Insurance
Company has implemented procedures to comply with the requirements set forth
therein to secure the exemption provided by the regulations from the fiduciary
obligations of ERISA. However, John Hancock Life Insurance Company's exposure to
disintermediation risk could increase due to the termination options that it
would be required to provide to policyholders. Any such increase, however, would
not be material. Since there has been no final ruling in the Harris Trust case
(described under "Item 3. Legal Proceedings" in this Form 10-K), we are unable
at this time to determine the effects of the decision, and therefore cannot
compare the litigation risk to the disintermediation risk created by compliance
with the regulations. With respect to employee welfare benefit plans subject to
ERISA, Congress periodically has considered amendments to the law's Federal
preemption provision, which would expose John Hancock Life Insurance Company,
and the insurance industry generally, to state law causes of action, and
accompanying extra-contractual (e.g., punitive) damages in lawsuits involving,
for example, group life and group disability claims. To date, all such
amendments to ERISA have been defeated.

Employees

      As of January 31, 2002, we employed approximately 5,386 people. We believe
our relations with our employees are satisfactory.

ITEM 2. Properties

      Our home office consists of our 60-story landmark office tower and five
other buildings located in Boston, Massachusetts. We own this facility and the
Company and its subsidiaries occupy approximately 44.0% of the 3.8 million gross
square feet of space in these buildings. The balance of the space in these
buildings is rented to commercial tenants. In addition, we lease office space
throughout the United States as needed for our operations, including for our
sales force. We believe that our current facilities are adequate for our current
and expected needs.

ITEM 3. Legal Proceedings

Sales Practice Class Action Settlement

      Over the past several years, companies engaged in the life insurance
business have faced extensive claims, including class-action lawsuits, alleging
improper marketing and sales of individual life insurance policies or annuities.
On December 31, 1997, the United States District Court for the District of
Massachusetts approved a settlement of a nationwide class action lawsuit
regarding sales practices against John Hancock Mutual Life Insurance Company,
John Hancock Variable Life Insurance Company and John Hancock Distributors,
Inc., captioned Duhaime, et al. v. John Hancock Mutual Life Insurance Company,
John Hancock Variable Life Insurance Company and John Hancock Distributors, Inc.
With certain limited exceptions, the class that is bound by the terms of the
settlement includes persons and entities who at any time during the class period
(January 1, 1979 through December 31, 1996) had an ownership interest in one or
more of our whole life, universal life or variable life insurance policies (and
certain annuities and mutual funds) issued during the class period.


                                       29
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

      In conjunction with this settlement, we had a total reserve that stood at
$52.7 million and $224.0 million at December 31, 2001 and 2000, respectively. We
incurred settlement related costs of $30.0 million and $140.2 million in 2001
and 1999, respectively. No such costs were incurred in 2000. In 1999, the
Company updated its estimate of the cost of claims subject to alternative
dispute resolution (ADR) relief and revised its reserve estimate accordingly.
The reserve estimate was further evaluated quarterly, and was adjusted as noted
above in 2001. The adjustment to the reserve in 2001 was the result of the
Company being able to better estimate the cost of settling the remaining claims,
which on average tend to be the larger more complicated claims. The better
estimate is from experience with actual settlement of similar claims.

      Administration of the ADR component of the settlement continues to date.
Although some uncertainty remains as to the cost of claims in the final phase
(i.e. arbitration) of the ADR process, it is expected that the final cost of the
settlement will not differ materially from the amounts presently provided for by
the Company.

Harris Trust Litigation

      Since 1983, we have been involved in complex litigation known as Harris
Trust and Savings Bank, as Trustee of Sperry Master Retirement Trust No. 2 v.
John Hancock Mutual Life Insurance Company (S.D.N.Y. Civ. 83-5491). This lawsuit
originally raised only state law causes of action, but in 1984, the plaintiff
amended the Complaint to allege that John Hancock was a fiduciary and party in
interest under ERISA in rendering investment advice and exercising control over
plan assets. Plaintiff alleged that John Hancock breached its fiduciary duty in
failing to act for the exclusive benefit of plan participants by retaining
excess funds of the plan, by imposing arbitrary charges for a return of plan
funds, by failing to pay an appropriate rate of interest on plan funds, and by
charging the plan excessive compensation. In 1989, the District Court dismissed
all of plaintiff's ERISA claims and, in 1991, also dismissed all of plaintiff's
state law claims. The plaintiff appealed to the Second Circuit Court of Appeals,
seeking reversal of several of the District Court's rulings, including two of
the rulings regarding the applicability of ERISA to the dispute. The District
Court's state law rulings were upheld, and the ERISA rulings were affirmed in
part and reversed in part. Specifically, the Second Circuit upheld the District
Court's conclusion that John Hancock was not a fiduciary under ERISA with
respect to the insurance policy as a contract. The Second Circuit, however,
reversed the District Court's determination that none of the assets, held by
John Hancock in its general account in connection with this contract were plan
assets, and held that "free funds" associated with this contract constitute plan
assets for ERISA purposes. This decision was appealed to the Supreme Court,
which affirmed the Second Circuit's ruling in 1993. The Department of Labor
filed an amicus brief in support of John Hancock's position on the merits before
the Supreme Court. The case was remanded to the District Court. The case was
tried to a Federal District Court judge in 1997, and the judge issued an opinion
in November 2000.

      In that opinion the judge determined that John Hancock should have allowed
the Trust to withdraw the free funds by means of an extracontractual payout. The
Court awarded the Trust approximately $13.8 million in relation to this claim
together with unspecified additional pre-judgment interest on this amount from
October 1988.

      The Court also determined that Hancock violated its fiduciary duty when it
failed to revalue the liabilities for guaranteed benefits, which had been
established at rates set out in the contract, on a basis which was more
favorable to the Trust. In addition, the Court concluded that certain of
Hancock's internal allocations of expenses and investment income violated ERISA.
Damages in the amount of approximately $5.7 million, together with unspecified
pre-judgment interest from December 1996, were awarded on these issues. As part
of the relief, the judge ordered the removal of Hancock as a fiduciary to the
plan. On April 11, 2001, the Court entered a judgment against John Hancock for
approximately $84.9 million which includes damages to plaintiff, pre-judgment
interest, attorney's fees and other costs.

We believe that the underlying case was incorrectly decided and there are
promising grounds for challenging the District Court's decision. Therefore, we
have filed an appeal and believe that it is probable that the Appeals Court will
reverse the lower court's decision. Notwithstanding what we believe to be the
merits of the Company's position in this case, if unsuccessful, our ultimate
liability, including fees, costs and interest could have a material adverse
impact on net income. However, we do not believe that any such liability would
be material in relation to our financial position or liquidity.

Other Legal and Regulatory Proceedings

      We are regularly involved in other litigation, both as a defendant and as
a plaintiff. The litigation naming us as a defendant ordinarily involves our
activities as a provider of insurance protection products, as well as an
investment adviser, employer and taxpayer. In addition, state regulatory bodies,
the United States Securities and Exchange Commission, the National Association
of Securities Dealers, Inc. and other regulatory bodies regularly make inquiries
and, from time to time conduct examinations concerning our compliance with,
among other things, insurance laws,

                                       30
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

securities laws, and laws governing the activities of broker/dealers. We do not
believe at this time that the ultimate resolution of any of these legal or
regulatory matters that are currently pending, either individually or in the
aggregate, will have a material adverse effect on our financial condition or
results of operations.

ITEM 4. Submission of Matters to a Vote of Security Holders

      Omitted.

PART II

ITEM 5. Market for John Hancock Life Insurance Company Common Stock and Related
Stockholder Matters

      No trading market exists for John Hancock Life Insurance Company common
stock because John Hancock Financial Services, Inc. (JHFS) owns all of John
Hancock Life Insurance Company's common stock. John Hancock Life Insurance
Company paid $550.1 million and $466.0 million in dividends to JHFS in 2001 and
2000, respectively, while no such dividends were paid on its common stock in
1999. The 2001 dividends included payment of $250.0 million in cash, in March
2001, plus a transfer, in December 2001, of both the Company's remaining portion
of John Hancock Canadian Holdings Limited and certain international subsidiaries
held by the Company, with a total carrying value of $300.1 million at December
31, 2001. The transfer has been accounted for as a de-pooling of interests. As a
result of the de-pooling of interests, all current and prior period consolidated
financial data has been restated to exclude the results of operations, financial
position, and cash flows of these transferred foreign subsidiaries from the
Company's financial statements. No gain or loss was recognized on the transfer
transaction. See Regulation of Dividends and Other Payments from Insurance
Subsidiaries in the Business section for a discussion of the limitations of John
Hancock Life Insurance Company and its subsidiaries to pay dividends.

      As of March 1, 2002, the Company had issued and outstanding 1,000 shares
of common stock at a par value of $10,000 per share.

ITEM 6. Selected Financial Data

      Omitted.

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

      Management's discussion and analysis reviews our consolidated and segment
financial condition as of December 31, 2001 and 2000, the consolidated results
of operations for the years ended December 31, 2001, 2000, and 1999 and, where
appropriate, factors that may affect future financial performance. This
discussion should be read in conjunction with the audited consolidated financial
statements and related notes, included elsewhere in this Form 10-K.

Forward-Looking Statements

      The statements, analyses, and other information contained herein relating
to trends in the John Hancock Life Insurance Company's (the Company's)
operations and financial results, the markets for the Company's products, the
future development of the Company's business, and the contingencies and
uncertainties to which the Company may be subject, as well as other statements
including words such as "anticipate," "believe," "plan," "estimate," "expect,"
"intend," "will," "should," "may," and other similar expressions, are
"forward-looking statements" under the Private Securities Litigation Reform Act
of 1995. Such statements are made based upon management's current expectations
and beliefs concerning future events and their effects on the Company. Future
events and their effects on the Company may not be those anticipated by
management. The Company's actual results may differ materially from the results
anticipated in these forward-looking statements.

      These forward-looking statements are subject to risks and uncertainties
including, but not limited to, the risks that (1) a significant downgrade in our
ratings for claims-paying ability and financial strength may lead to policy and
contract withdrawals and materially harm our ability to market our products; (2)
changes to or elimination of Federal tax benefits for our products and other
changes in laws and regulations (including those relating to the Federal Estate
Tax Laws) which the Company expects would adversely affect sales of our
insurance and investment advisory products; (3) Massachusetts insurance law may
restrict the ability of John Hancock Variable Life Insurance Company to pay
dividends to us; (4) we face increasing competition in our retail businesses
from mutual fund companies, banks and investment management firms as well as
from other insurance companies; (5) a decline or increased volatility in the
securities markets, and other economic factors, may adversely affect our
business, particularly our variable life insurance, mutual fund, variable
annuity and investment business; (6) due to acts of terrorism or other
hostilities, there could be business disruption, economic contraction, increased
mortality, morbidity and liability risks, generally, or


                                       31
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                       JOHN HANCOCK LIFE INSURANCE COMPANY

investment losses that could adversely affect our business; (7) our life
insurance sales are highly dependent on a third party distribution relationship;
(8) customers may not be responsive to new or existing products or distribution
channels, (9) interest rate volatility may adversely affect our profitability;
(10) our net income and revenues will suffer if customers surrender annuities
and variable and universal life insurance policies or redeem shares of our
open-end mutual funds; (11) the independent directors of our variable series
trusts and of our mutual funds could reduce the compensation paid to us or could
terminate our contracts to manage the funds; (12) under our Plan of
Reorganization, we were required to establish the closed block, a special
arrangement for the benefit of a group of our policyholders. We may have to fund
deficiencies in our closed block, and any overfunding of the closed block will
benefit only the holders of policies included in the closed block, not our sole
shareholder; (13) we will face losses if the claims on our insurance products,
or reductions in rates of mortality on our annuity products, are greater than we
projected; (14) we face investment and credit losses relating to our investment
portfolio (15) we may experience volatility in net income due to changes in
standards for accounting for derivatives and other changes; (16) we are subject
to risk-based capital requirements and possible guaranty fund assessments; (17)
the National Association of Insurance Commissioners' codification of statutory
accounting practices will adversely affect our statutory surplus; (18) we may be
unable to retain personnel who are key to our business; (19) we may incur losses
from assumed reinsurance business in respect of personal accident insurance and
the occupational accident component of workers compensation insurance; (20)
litigation and regulatory proceedings may result in financial losses, harm our
reputation and divert management resources, and (21) we face unforeseen
liabilities arising from our acquisitions and dispositions of businesses.

      Readers are also directed to other risks and uncertainties discussed, as
well as to further discussion of the risks described above, in other documents
that may be filed by the Company with the United States Securities and Exchange
Commission from time to time. The Company specifically disclaims any obligation
to update or revise any forward-looking information, whether as a result of new
information, future developments, or otherwise.

Overview

      John Hancock Life Insurance Company (John Hancock, or the Company) is a
leading financial services company providing a broad range of products and
services in two major businesses: (1) the retail business, which offers
insurance protection and asset gathering products and services primarily to
retail consumers; and (2) the institutional business, which offers guaranteed
and structured financial products and investment management products and
services primarily to institutional customers. Our retail business is comprised
of the Protection Segment and Asset Gathering Segment while our institutional
business is comprised of the Guaranteed and Structured Financial Products
Segment and the Investment Management Segment. In addition, we have a Corporate
and Other Segment.

      Our revenues are derived principally from:

      o     premiums on individual life insurance, individual and group
            long-term care insurance, annuities with life contingencies, single
            premium annuity contracts and group life insurance;

      o     product charges from variable and universal life insurance products
            and annuities;

      o     asset management fees from mutual fund and investment management
            products ;

      o     sales charges and commissions derived from sales of investment and
            insurance products and distribution fees; and

      o     net investment income and net realized investment and other gains on
            general account assets.

      Our expenses consist principally of insurance benefits provided to
policyholders, interest credited on policyholders' general account balances,
dividends to policyholders, other operating costs and expenses, which include
commissions and general business expenses, net of expenses deferred,
amortization of deferred policy acquisition costs, and premium and income taxes.

      Our profitability depends in large part upon: (1) the adequacy of our
product pricing, which is primarily a function of competitive conditions, our
ability to assess and manage trends in mortality and morbidity experience, our
ability to generate investment earnings and our ability to maintain expenses in
accordance with pricing assumptions; (2) the amount of assets under management;
and (3) the maintenance of our target spreads between the rate of earnings on
our investments and credited rates on policyholders' general account balances.
Overall financial market conditions have a significant impact on all of these
profit drivers. The Company estimates that a full year (decrease) in interest
rates of 1.0 % would increase (decrease) segment after tax operating income by
approximately $7.0 million, and that a full year increase (decrease) in equity
markets of 5% would increase (decrease) segment after tax operating income by
approximately $16.3 million.


                                       32
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Critical Accounting Policies

      General

      We have identified the policies below as critical to our business
operations and understanding of our results of operations. For a detailed
discussion of the application of these and other accounting policies, see Note 1
in the Notes to Consolidated Financial Statements. Note that the application of
these accounting policies in the preparation of this report requires management
to use judgments involving assumptions and estimates concerning future results
or other developments including the likelihood, timing or amount of one or more
future transactions or events. There can be no assurance that actual results
will not differ from those estimates. These judgments are reviewed frequently by
senior management, and an understanding of them may enhance the reader's
understanding of the Company's financial statements and Management's Discussion
and Analysis.

      Amortization of Deferred Acquisition Costs

      We amortize our deferred acquisition costs on term life and long-term
insurance ratably with premiums. We amortize our deferred policy acquisition
costs on our annuity products and retail life insurance, other than term, based
on a percentage of the estimated gross profits over the life of the policies,
which are generally twenty years for annuities and thirty years for life
policies. Our estimated gross profits are computed based on assumptions related
to the underlying policies including mortality, lapse, expenses, and asset
growth rates. We amortize deferred acquisition costs such that the percentage of
gross profits to the amount of deferred acquisition costs amortized is constant
over the life of the policies.

      Estimated gross profits are adjusted periodically to take into
consideration the actual experience to date and changes in the remaining gross
profits. When estimated gross profits are adjusted, we also adjust the
amortization of deferred acquisition costs to maintain a constant amortization
percentage over the life of the policies. Our current estimated gross profits
include certain judgments concerning mortality, lapse and asset growth that are
based on a combination of actual company experience and historical market
experience of equity and fixed income returns. Short-term variances of actual
results from the judgments made by management can impact quarter to quarter
earnings.

      Benefits to Policyholders

      Reserves for future policy benefits are calculated using management's
judgments of mortality, morbidity, lapse, investment experience and expense
levels that are based primarily on the Company's past experience and are
therefore reflective of the Company's proven underwriting and investing
experience. Once these assumptions are made for a given policy or group of
policies, they will not be changed over the life of the policy unless the
Company recognizes a loss on the entire line of business. The Company
periodically reviews its policies for loss recognition and based on management's
judgment the Company from time to time may recognize a loss on certain lines of
business. Short-term variances of actual results from the judgments made by
management are reflected in current period earnings and can impact quarter to
quarter earnings.

      Investment in Debt and Equity Securities

      Impairments on our investment portfolio are recorded as a charge to income
in the period when the impairment is judged by management to occur. See the
discussion of Credit Risk in the Quantitative and Qualitative Information About
Market Risk section of this document for a more detailed discussion of the
judgments involved in determining impairments.

      Certain of our fixed income securities classified as held-to-maturity and
available-for-sale are not publicly traded, and quoted market prices are not
available from brokers or investment bankers on these securities. The change in
the fair value of the available-for-sale securities is recorded in other
comprehensive income as an unrealized gain or loss. We calculate the fair value
of these securities ourselves through the use of pricing models and discounted
cash flows calling for a substantial level of management's judgment. See the
discussion in the General Account Investments section of this document for a
more detailed discussion of this process and the judgments used therein.

      Benefit Plans

      The Company annually reviews its pension and other employee benefit plan
assumptions concerning the discount rate, the long-term growth rate on plan
assets and the expected rate of compensation increase. The discount rate is
generally set as an average of the prior year's discount rate and current year
December daily average of long-term corporate bond yields, as published by
Moody's Investor Services less a 5% allowance for expenses and default. The
long-term rate on plan assets reflects the long-term rate expected to be earned
based on the investment policy and the various classes of the invested funds.
The compensation rate increase is the average of the expected rates of
compensation increase, which are based on current and expected long-term salary
and compensation policy. Any


                                       33
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

variation of actual results from management's judgments may result in future
earnings being materially different than anticipated.

      Income Taxes

      We establish reserves for possible penalty and interest payments to
various taxing authorities with respect to the admissibility and timing of tax
deductions. Management makes judgments concerning the eventual outcome of these
items and reviews those judgments on an ongoing basis.

Economic Trends

      The sales and other financial results of our retail business over the last
several years have been affected by general economic and industry trends.
Variable products, including variable life insurance and variable annuities,
have accounted for the majority of recent increases in total premiums and
deposits for the insurance industry as a result of the strong equity market
growth in recent years and the "baby boom" generation reaching its high-earnings
years and seeking tax-advantaged investments to prepare for retirement. This
trend has been challenged recently by fluctuations in stock market performance
and we have seen investors return to stable investment products. Our diverse
distribution network and product offerings will assist in the maintenance of
assets and provide for sales growth. Although sales of traditional life
insurance products have experienced continued declines, sales of fixed annuity
products and corporate owned life insurance have increased. With respect to our
long-term care insurance products, premiums have increased due to the aging of
the population and the expected inability of government entitlement programs to
meet retirement needs.

      Premiums and deposits of our individual annuity products increased 4.1% to
$2,119.3 million in 2001 as compared to 2000. Our variable life insurance
product deposits in 2001 increased 2.9% to $948.5 million compared to 2000,
while premiums on our long-term care insurance increased 21.4%, to $661.5
million in 2001 due to the acquisition of the long-term care insurance business
of Fortis, Inc. (Fortis) in the prior year. Primarily due to marketing of both
retail and institutional investment management services, new fund offerings, and
refocusing the sales organization on regional broker/dealers and financial
planners, mutual fund deposits and reinvestments remained stable, decreasing
$183.1 million, or 3.0%, to $5,883.1 million in 2001. In addition, redemptions
decreased $842.1 million, or 14.1%, to $5,123.1 million in 2001 due to
conservation initiatives. We have reduced operating expenses to protect profit
margins as we work to stabilize and grow assets under management in the mutual
funds business. However, our mutual fund operations are impacted by general
market trends, and a continued downturn in the mutual fund market may negatively
affect our future operating results.

      Recent economic and industry trends also have affected the sales and
financial results of our institutional business. Sales of fund-type products
increased $804.7 million, or 21.1%, to $4,635.1 million. The increase was driven
by increasing demand for funding agreements in the non-qualified institutional
market, primarily Global Medium Term notes. Premiums from single premium annuity
contracts decreased to $465.5 million in 2001 from $594.8 million in 2000, as a
result of reinsuring a larger portion of single premium annuity sales, partially
offset by increased investment income. Moreover, our investment management
services provided to domestic and international institutions include services
and products such as investment advisory client portfolios, individually managed
and pooled separate accounts, registered investment company funds, bond and
mortgage securitizations, collateralized bond obligation funds and mutual fund
management capabilities. Assets under management of our Investment Management
Segment decreased to $28,770.6 million as of December 31, 2001 from $32,544.7
million as of December 31, 2000.

The Reorganization

      The Board of Directors of John Hancock Mutual Life Insurance Company
unanimously adopted the Plan of Reorganization on August 31, 1999. Under the
Ierms of the Plan of Reorganization, effective February 1, 2000, John Hancock
Mutual Life Insurance Company converted from a mutual life insurance company to
a stock life insurance company and became a wholly owned subsidiary of John
Hancock Financial Services, Inc., which is a holding company. In connection with
the reorganization, John Hancock Mutual Life Insurance Company changed its name
to John Hancock Life Insurance Company.

      Under the Plan of Reorganization, as of February 1, 2000, John Hancock
Life Insurance Company created a closed block for the benefit of policies
included therein. The purpose of the closed block is to protect the policy
dividend expectations of the policies included in the closed block after
demutualization. Unless the Massachusetts Commissioner of Insurance and, in
certain circumstances, the New York Superintendent of Insurance, consent to an
earlier termination, the closed block will continue in effect until the date
none of such policies is in force. As of February 1, 2000, John Hancock Life
Insurance Company segregated closed block assets of $9,343.0 million, an amount
that is expected to produce cash flows which, together with anticipated revenues
from policies included in the closed block, is


                                       34
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

expected to be reasonably sufficient to provide for payment of policy benefits,
taxes and direct asset acquisition and disposal costs, and for continuation of
policy dividend scales payable in 1999, so long as the experience underlying
such dividend scales continues. The assets allocated to the closed block and any
cash flows provided by these assets will solely benefit the holders of policies
included in the closed block. Total closed block liabilities were $12,118.3
million as of February 1, 2000.

      For additional information on the creation of the closed block see Note 6
to the consolidated financial statements.

      Costs relating to the demutualization, excluding costs relating to the
offering, were $119.6 million, net of income taxes, of which $7.5 million was
recognized in the year ended December 31, 2000. Demutualization expenses include
printing and mailing costs and our aggregate cost of engaging independent
accounting, actuarial, financial, investment banking, legal and other
consultants to advise us. In addition, our costs include the costs of the staff
and advisors of the Massachusetts Division of Insurance, the New York Insurance
Department as to the demutualization process and related matters.

Transactions Affecting Comparability of Results of Operations

      The following 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, if any, recorded as
goodwill. These entities or books of business were generally acquired by the
Company in execution of its plan to acquire businesses that have strategic
value, meet its earnings requirements and advance the growth of its current
businesses. The unaudited pro forma revenues, assuming the transactions had
taken place at the beginning of the year of acquisition and the preceding year,
for 2001, 2000 and 1999, were approximately $7,177.3 million, $7,622.9 million
and $6,894.9 million, an increase of $53.3 million, $248.7 million and $132.9
million, respectively, from reported balances. The unaudited pro forma net
income for the years ended December 31, 2001, 2000 and 1999, was approximately
$572.7 million, $783.9 million and $118.6 million, a change of $(1.2) million,
$(8.3) million and $(7.3) million, respectively, from reported balances.

      On April 2, 2001, a subsidiary of the Company, Signature Fruit Company,
LLC (Signature Fruit), purchased certain assets and assumed certain liabilities
out of bankruptcy proceedings of Tri Valley Growers, Inc., a cooperative
association, for approximately $53.0 million. The net losses related to the
acquired operations included in the Company's results from the date of
acquisition through December 31, 2001 were $3.4 million.

      On March 1, 2000, the Company acquired the individual long-term care
insurance business of Fortis through a coinsurance agreement for approximately
$165.0 million. The net income relating to the acquired operations is included
in the Company's results from the date of acquisition through December 31, 2000.

Transactions Occurring Subsequent to Year End

      On January 9, and February 5, 2002, the Compensation Committee of the
Board of Directors of JHFS approved stock and stock option grants to members of
the Policy Committee and certain key employees of the Company. See Note 15 to
the consolidated financial statements.

      On January 7, 2002, as part of its ongoing expense reduction program, the
Company eliminated certain jobs and incurred severance benefits. See Note 1 to
the consolidated financial statements.


                                       35
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Results of Operations

      The table below presents our consolidated results of operations and
consolidated financial information for the years ended 2001, 2000 and 1999.

<TABLE>
<CAPTION>
                                                                      For the Years Ended December 31
                                                                  -------------------------------------
                                                                     2001         2000          1999
                                                                  -------------------------------------
                                                                              (in millions)
<S>                                                               <C>            <C>           <C>
Revenues
   Premiums .................................................     $2,351.9       $2,390.7      $2,021.4
   Universal life and investment - type
     product charges ........................................        600.8          591.4         560.9
   Net investment income ....................................      3,646.2        3,563.9       3,338.9
   Net realized investment and other gains (losses),
     net of related amortization of deferred policy
     acquisition costs, amounts credited to
     participating pension contractholders and
     the policyholder dividend obligation (1) ...............       (245.8)          78.3         169.6
   Investment management revenues,
     commissions, and other fees ............................        585.1          746.5         672.5
   Other revenue (expense) ..................................        185.8            3.4          (1.3)
                                                                  --------       --------      --------
       Total revenues .......................................      7,124.0        7,374.2       6,762.0

Benefits and expenses
   Benefits to policyholders, excluding amounts related
     to net realized investment and other gains (losses)
     credited to participating pension
     contractholders and the policyholder dividend
     obligation (2) .........................................      4,328.1        4,247.4       4,585.4
   Other operating costs and expenses .......................      1,227.8        1,288.8       1,251.0
   Amortization of deferred policy acquisition costs,
     excluding amounts related to net realized ..............        249.0          187.1         125.0
     investment and other gains (losses) (3)
   Dividends to policyholders ...............................        551.7          539.2         487.3
   Demutualization expenses .................................           --           10.6          96.2
                                                                  --------       --------      --------
     Total benefits and expenses ............................      6,356.6        6,273.1       6,544.9
                                                                  --------       --------      --------

Income before income taxes and cumulative
     effect of accounting changes ...........................        767.4        1,101.1         217.1

Income taxes ................................................        200.7          308.9          81.5
                                                                  --------       --------      --------

Income before cumulative effect of accounting
     changes ................................................        566.7          792.2         135.6
Cumulative effect of accounting changes,
     net of taxes (4) .......................................          7.2             --          (9.7)
                                                                  --------       --------      --------
Net income ..................................................     $  573.9       $  792.2      $  125.9
                                                                  ========       ========      ========
</TABLE>

(1)   Net of related amortization of deferred policy acquisition costs, amounts
      credited to participating pension contractholders and the policyholder
      dividend obligation of $(4.1) million, $11.6 million, and $85.0 million
      for the years ended December 31, 2001, 2000, and 1999, respectively.
(2)   Excluding amounts related to net realized investment and other gains
      (losses) credited to participating pension contractholders and the
      policyholder dividend obligation of $25.3 million, $21.0 million, and
      $35.3 million for the years ended December 31, 2001, 2000, and 1999,
      respectively.
(3)   Excluding amounts related to net realized investment and other gains
      (losses) of $(29.4) million, $(9.4) million, and $49.7 million for the
      years ended December 31, 2001, 2000, and 1999, respectively.
(4)   Cumulative effect of accounting changes is shown net of taxes of $(4.2)
      million and $5.9 million for the years ended December 31, 2001 and 1999,
      respectively.


                                       36
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

      The following discussion reflects the adoption of Statement of Position
(SOP) 00-3, "Accounting by Insurance Enterprises for Demutualizations and
Formation of Mutual Insurance Holding Companies and Certain Long-Duration
Participating Contracts" for all periods subsequent to the adoption of the
closed block on February 1, 2000. In addition, the following discussion reflects
the December, 2001 transfer of both the Company's remaining portion of John
Hancock Canadian Holdings Limited and certain international subsidiaries held by
the Company, with a total carrying value of $300.1 million at December 31, 2001,
to its parent, JHFS, in the form of a dividend. The transfer has been accounted
for as a de-pooling of interests. As a result of the de-pooling of interests,
all current and prior period consolidated financial data has been restated to
exclude the results of operations, financial position, and cash flows of these
transferred foreign subsidiaries from the Company's financial statements. No
gain or loss was recognized on the transfer transaction. Consolidated income
before income taxes and cumulative effect of accounting changes of $767.4
million for the year ended December 31, 2001 decreased by $333.7 million, or
30.3%, as compared to consolidated income before income taxes and cumulative
effect of accounting changes of $1,101.1 million for the year ended December 31,
2000. The decrease in consolidated income before income taxes was driven by
$245.8 million in net realized investment and other losses for the year ended
December 31, 2001, compared to $78.3 million in net realized investment and
other gains for the year ended December 31, 2000. The $245.8 million in net
realized investment and other losses in 2001 are net of $42.3 million in net
realized investment and other gains allocated to the participating pension
contractholders and $17.0 million in net realized investment and other losses
allocated to the policyholder dividend obligation in 2001. The change in net
realized investment and other gains (losses) is the result of debt write-downs
of approximately $380.7 million driven by write-downs on securities of issuers
affiliated with Enron Corporation, the Argentina government and other
investments in that country, K-Mart Corporation and equity interests in certain
collateralized debt obligations (CDO). The Company's Enron Corporation related
debt write-downs were mitigated by approximately $77.3 million in net realized
investment and other gains in credit swap protection. In addition, partially
offsetting the debt write-down were $224.8 million in net realized investment
and other gains on common stock sold during the year.

      The decrease in income before income taxes and cumulative effect of
accounting changes was primarily attributable to decreases of $220.2 million in
the Corporate and Other Segment, $72.5 million in the Asset Gathering Segment,
$41.5 million in the Investment Management Segment, and $24.2 million in the
Guaranteed and Structured Financial Products Segment (G&SFP). These decreases in
income before income taxes and cumulative effect of accounting changes were
partially offset by a $24.7 million increase in the Protection Segment. The
decrease in the Corporate and Other Segment was primarily due to lower net
realized investment and other gains (losses), which decreased $116.5 million,
and lower net investment income, which decreased $131.2 million. The decrease in
the Asset Gathering Segment was primarily due to a $70.2 million increase in net
realized investment and other losses primarily related to the annuity business
and an increase in expenses in the mutual funds business which are one-time in
nature related primarily to the sale of the full service retirement business.
The decrease in the Investment Management Segment is driven by a $74.8 million
decrease in management advisory fees due to lower assets under management,
partially offset by a decrease in operating expenses primarily due to
non-recurring prior year amounts related to timber management contracts and
performance fees paid for the management of the mezzanine fund and lower
compensation expense in the current period. The decrease in the G&SFP Segment is
primarily due to decreases in the fee businesses on lower average reserves
driven by customer withdrawals and an increase in net realized investment and
other losses of $56.4 million. The Protection Segment experienced an increase in
income before income taxes and cumulative effect of accounting changes primarily
due to fee revenues on growth in non-traditional life insurance business,
partially offset by an increase in net realized investment and other losses of
$73.7 million.

      Premium revenue was $2,351.9 million for 2001, a decrease of $38.8
million, or 1.6%, from $2,390.7 million in 2000. The decrease was primarily due
to a $137.1 million decrease in premiums in the G&SFP Segment, driven by
reinsuring a larger portion of single premium annuity sales. The decrease in
G&SFP was partially offset by a $68.3 million increase in premiums in the
Protection Segment, driven by an increase of $45.6 in the long-term care
business. Renewal premiums are growing due to the acquisition of the Fortis
long-term care business in the prior year. Premiums in the Corporate and Other
segment increased by $18.5 million primarily due to the international group
insurance program, in addition, premiums increased in the Asset Gathering
Segment by $11.5 primarily due to continued growth in the single premium annuity
business.

      Universal life and investment-type product charges were $600.8 million for
2001, an increase of $9.4 million, or 1.6%, from $591.4 million in 2000. These
product charges consist primarily of cost of insurance fees on our variable life
insurance and universal life insurance products and mortality and expense fees
on our variable annuity products. The increase was primarily due to growth in
the average account values in universal life insurance products, partially
offset by lower average account balances in variable annuities and surrender
fees.


                                       37
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

      Net investment income was $3,646.2 million for 2001, an increase of $82.3
million, or 2.3%, from $3,563.9 million in 2000. The increase was primarily the
result of higher average invested assets, which increased $4,580.3 million, or
10.0%, to $50,355.7 million in 2001, as compared to $45,775.4 million in 2000,
partially offset by a lower net yield on average invested assets which decreased
to 7.24% in 2001. The decrease in yield from the prior year is consistent with
the average market rates in 2001 compared to 2000. The average 10-year U.S.
Treasury rate in 2001 was 101 basis points lower than in 2000.

      Net realized investment and other losses were $245.8 million for 2001, a
decrease of $324.1 million from net realized investment and other gains of $78.3
million in 2000. The decrease was driven by debt write-downs on securities of
issuers affiliated with Enron Corporation, the Argentina government and other
investments in that country, K-Mart Corporation and CDO. Partially offsetting
debt losses were net realized investment and other gains on common stock of
$224.8 million and approximately $77.3 million in net realized investment and
other gains on credit swap protection investment strategy.

      Investment management revenues, commissions, and other fees were $585.1
million, a decrease of $161.4 million, or 21.6%, from $746.5 million in 2000.
The decrease in fee revenue was the result of lower assets under management.
Assets under management decreased $2,411.2 million compared to the prior year
period. Underwriting and distribution fees decreased $72.1 million, or 23.7%, to
$232.5 million in 2001 primarily due to the decrease in front-end load mutual
fund sales, and accordingly, commission revenue. Mutual fund advisory fees
declined $16.3 million in 2001, primarily due to lower average assets under
management.

      Other revenue was $185.8 million in 2001, an increase of $182.4 million
from $3.4 million reported in 2000. The increase in other revenue is due to the
Signature Fruit transaction in 2001. Signature Fruit, a subsidiary of the
Company as of April 2, 2001, acquired certain assets and assumed certain
liabilities out of bankruptcy proceedings of Tri Valley Growers, Inc., a
cooperative association. The revenues and expenses of Signature Fruit are
included in the Company's income statement in other revenue and other operating
costs and expenses, respectively. Signature Fruit generated $177.8 million in
revenue in the year ended December 31, 2001.

      Benefits to policyholders were $4,328.1 million for 2001, an increase of
$80.7 million, or 1.9%, from $4,247.4 million in 2000. The increase in benefits
to policyholders was primarily driven by an increase in interest credited on
fixed annuity account balances and growth in the long-term care insurance
business on additions to reserves for premium growth and higher claim volume
from the expansion of the long-term care insurance business. In addition,
benefits to policyholders increased in the Corporate and Other Segment primarily
due to a $30.0 million pre-tax charge in connection with the class action
settlement involving individual life insurance policies sold from 1979 through
1996. These increases in benefit to policyholders were partially offset by a
decrease in the G&SFP Segment, primarily due to reinsuring a larger proportion
of single premium annuity contracts.

      Other operating costs and expenses were $1,227.8 million for 2001, a
decrease of $61.0 million, or 4.7%, from $1,288.8 million for 2000. The decrease
was primarily due to cost containment measures and lower commission expense in
the mutual fund business on lower front-end load charge mutual fund sales and
lowered deferred sales charges due to lower redemptions. In addition, lower
compensation costs in our Investment Management Segment resulted from lower
assets under management. Partially offsetting the decreases in other operating
costs and expenses, was the inclusion of $183.0 million in operating costs of
Signature Fruit in this balance in 2001.

      Amortization of deferred policy acquisition costs was $249.0 million for
2001, an increase of $61.9 million, or 33.1%, from $187.1 million for 2000. The
increase was primarily due to higher amortization expense on non-traditional
life insurance business resulting from improved gross profits in this business
during 2001.

      Dividends to policyholders were $551.7 million in 2001, an increase of
$12.5 million, or 2.3%, from $539.2 million in 2000. The increase primarily
resulted from an increase in the dividend scale and aging of the in-force
business on traditional insurance business.

      No demutualization costs were incurred during the year ended December 31,
2001. Demutualization expenses were $10.6 million for 2000. These expenses
include printing and mailing fees, fees of the regulators' advisors and our
financial, legal, actuarial and accounting advisors. While demutualization
expenses were previously classified as an extraordinary item in our financial
results, recent accounting literature now requires demutualization expenses to
be classified as a single line item within income from continuing operations.

      Income taxes were $200.7 million in 2001, compared to $308.9 million for
2000. Our effective tax rate was 26.2% in 2001, as compared to 28.1% in 2000.
The lower effective tax rate was primarily due to a decrease in the deferred tax
liability associated with the lease residual management strategy, lower state
taxes associated with conversions of Independence Investment Associates and our
non life subsidiary holding company to limited liability corporations, and


                                       38
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

increased affordable housing tax credits. Increased tax benefits associated with
dividends received deductions and employee stock ownership plan interest
exclusions also contributed to the overall effective tax rate decrease.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

      The following discussion reflects the adoption of SOP 00-3, "Accounting by
Insurance Enterprises for Demutualizations and Formation of Mutual Insurance
Holding Companies and Certain Long-Duration Participating Contracts" for all
periods subsequent to the adoption of the closed block on February 1, 2000. In
addition, the following discussion reflects the December, 2001 transfer of both
the Company's remaining portion of John Hancock Canadian Holdings Limited and
certain international subsidiaries held by the Company, with a total carrying
value of $300.1 million at December 31, 2001, to its parent, JHFS, in the form
of a dividend. The transfer has been accounted for as a de-pooling of interests.
As a result of the de-pooling of interests, all current and prior period
consolidated financial data has been restated to exclude the results of
operations, financial position, and cash flows of these transferred foreign
subsidiaries from the Company's financial statements. No gain or loss was
recognized on the transfer transaction. Consolidated income before income taxes
and cumulative effect of accounting change of $1,101.1 million for the year
ended December 31, 2000 increased by $884.0 million, or 407.2%, as compared to
consolidated income before income taxes and cumulative effect of accounting
change of $217.1 million for the year ended December 31, 1999. The increase was
primarily attributable to increases in income before income taxes and cumulative
effect of accounting change of $235.2 million in the Guaranteed and Structured
Financial Products Segment, $600.1 million in the Corporate and Other Segment,
$65.9 million in the Asset Gathering Segment, and $20.7 million in the
Investment Management Segment. These increases were offset by a decrease in the
Protection Segment of $37.9 million. The increase in the Guaranteed and
Structured Financial Products Segment was primarily due to the recognition of a
$345.5 million pre-tax charge in the prior year for compensation of group
participating contractholders for assets transferred in conjunction with the
formation of the corporate account. The increase in the Corporate and Other
Segment was primarily due to a $208.6 million pre-tax charge in the prior year
for our exposure to losses under our Workers' Compensation reinsurance programs,
including Unicover Managers, Inc., that was associated with the group business
we sold in 1998 and a $140.2 million pre-tax charge in the prior year in
connection with the class action settlement. The increase in the Asset Gathering
Segment was primarily due to an improvement in realized gains from the prior
year: $15.4 million in realized gains were recognized in 2000 compared to $11.0
million in realized losses in 1999. In addition, demutualization and
restructuring expenses decreased compared to the prior year. The increase in the
Investment Management Segment was due primarily to higher investment advisory
fees resulting from an incentive fee on contract restructuring and performance
fees earned by the mezzanine fund manager. The decrease in the Protection
Segment was primarily due to decreased net realized investment and other gains.

      Premium revenue was $2,390.7 million for 2000, an increase of $369.3
million, or 18.3%, from $2,021.4 million in 1999. The increase was primarily due
to an increase in premiums in the Guaranteed and Structured Financial Products
Segment, including the sale of two significant single premium annuity contracts,
and an increase in the Protection Segment primarily due to premiums on
individual long-term care insurance products from the acquisition of a block of
business.

      Universal life and investment-type product charges were $591.4 million for
2000, an increase of $30.5 million, or 5.4%, from $560.9 million in 1999. These
product charges consist primarily of cost of insurance fees on our variable life
insurance and universal life insurance products and mortality and expense fees
on our variable annuity products. The increase was primarily due to higher cost
of insurance fees resulting from growth in the average account values in
universal life insurance products and higher average variable annuity
liabilities and surrender fees.

      Net investment income was $3,563.9 million for 2000, an increase of $225.0
million, or 6.7%, from $3,338.9 million in 1999. Net investment income in the
prior year includes $9.0 million in net investment income earned in operations
of disposed businesses in 1999. The increase was primarily the result of higher
average invested assets, which increased $2,093.6 million, or 4.8%, to $45,775.4
million in 2000, as compared to $43,681.8 million in 1999. The net yield on
average invested assets increased to 7.79% in 2000. The increase in yield from
the prior year is consistent with the average market rates in 2000 compared to
1999, the average 10-year U.S. Treasury rate in 2000 was 34 basis points higher
than in 1999.

      Net realized investment and other gains on investments were $78.3 million
for 2000, a decrease of $91.3 million from $169.6 million in 1999. Net realized
investment and other gains in the prior year include $23.0 million in net
realized investment and other losses in the operations of disposed businesses in
1999. The decrease was primarily the result of 1999 gains on sales of real
estate relating to the planned program to divest the Company of much of its real
estate portfolio. The Company recognized an estimated $115.1 million in net
realized investment and other gains from the sales of real estate in the prior
year compared to net realized losses of approximately $21.1 million in 2000.


                                       39
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

      Investment management revenues, commissions, and other fees were $746.5
million, an increase of $74.0 million, or 11.0%, from $672.5 million in 1999.
The increase was the result of an increase in the Investment Management segment
which increased $45.9 million primarily due to the $45.3 million incentive fee
received on the restructuring of a timber management contract and the favorable
settlement of a lawsuit. Underwriting and distribution fees increased $25.7
million primarily resulting from the increase in front-end load mutual fund
sales, partially offset by a decrease in deferred sales charges due to improved
retention of existing accounts. Mutual fund advisory fees declined $6.4 million
in 2000, primarily due to lower average assets under management along with a
slight decline in the average investment advisory fee rate, as fixed income
assets, which bear a lower advisory fee than equity assets, increased as a
percentage of total assets.

      Other revenue was $3.4 million in 2000, a increase of $4.7 million from
$(1.3) million reported in 1999. Other revenue in the prior year includes $2.9
million in other losses in the operations of disposed businesses in 1999.

      Benefits to policyholders were $4,247.4 million for 2000, a decrease of
$338.0 million, or 7.4%, from $4,585.4 million in 1999. Benefits to
policyholders in the prior year includes $243.6 million in the operations of
disposed businesses in 1999. The decrease was primarily due to recognizing a
$345.5 million pre-tax charge in the prior year for compensation of group
participating contractholders for assets transferred in conjunction with the
formation of the corporate account, a $208.6 million pre-tax charge in the prior
year for our exposure to losses under our Workers' Compensation reinsurance
programs, including Unicover Managers, Inc., that was associated with the group
business we sold in a prior year, a $140.2 million pre-tax charge in the prior
year in connection with the class action settlement involving individual life
insurance policies sold from 1979 through 1996, and $61.7 million in reserves
established in the prior year for incurred but unreported deaths identified as a
result of the policyholder demutualization mailing. Partially offsetting these
decreases in benefits to policyholders from the prior year were a $358.0 million
increase in the Guaranteed and Structured Financial Products Segment primarily
due to increased single premium annuity business, and a $72.0 million increase
due to our fixed annuities business on the sales of single premium immediate
annuities. In addition, we experienced an increase of $88.1 million increase in
benefits on individual long-term care insurance products, primarily due to the
acquisition of the long-term care business of Fortis, Inc. as of March 1, 2000.

      Other operating costs and expenses were $1,288.8 million for 2000, an
increase of $37.8 million, or 3.0%, from $1,251.0 million for 1999. The increase
was primarily due to the acquisition of the long-term care business of Fortis,
Inc. as of March 1, 2000. In addition, other operating costs increased in the
Investment Management Segment primarily resulting from the $15.7 million in
incentive compensation payments related to incentive fees on a timber management
contract and $9.1 million in performance fees paid for the management of the
mezzanine fund.

      Amortization of deferred policy acquisition costs was $187.1 million for
2000, an increase of $62.1 million, or 49.7%, from $125.0 million for 1999. The
increase was primarily due to higher amortization expense on non-traditional
life insurance products resulting from higher current net investment income
increasing margins in the business during 2000, which increased amortization of
deferred acquisition costs. In addition, amortization expense increased in the
variable annuity business, primarily resulting from poor separate account
performance during 2000, which resulted in revised projections of estimated
gross profits based upon decreases in estimated future margins thus increasing
current amortization.

      Dividends to policyholders were $539.2 million in 2000, an increase of
$51.9 million, or 10.7%, from $487.3 million in 1999. The increase primarily
resulted from normal growth in dividends on traditional life insurance products.

      Demutualization expenses were $10.6 million for 2000, a decrease of $85.6
million, or 89.0%, from $96.2 million for 1999. The decrease was related to the
extensive preparations for the demutualization occurring in 1999. These expenses
include printing and mailing fees, fees of the regulators' advisors and our
financial, legal, actuarial and accounting advisors. While demutualization
expenses were previously classified as an extraordinary item in our financial
results, recent accounting literature now requires demutualization expenses be
classified as a single line item within income from continuing operations.

      Income taxes were $308.9 million in 2000, compared to $81.5 million for
1999. Income taxes in the prior year includes $113.8 million in income tax
credits due to the loss from operations of disposed businesses in 1999. Our
effective tax rate was 28.1% in 2000, as compared to 37.5% in 1999, taking into
account the prior year income tax credit generated from operations of disposed
businesses. We had been subject to the surplus tax (add-on tax) imposed on
mutual life insurance companies which disallows a portion of mutual life
insurance company's policyholder dividends as a deduction from taxable income.
As a stock company, we are no longer subject to the surplus tax.


                                       40
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Results of Operations by Segment

      We evaluate segment performance and base management's incentives on
segment after-tax operating income, which excludes the effect of net realized
investment gains and 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, and certain other items
which we believe are not indicative of overall operating trends. While these
items may be significant components in understanding and assessing our
consolidated financial performance, we believe that the presentation of segment
after-tax operating income enhances the understanding of our results of
operations by highlighting net income attributable to the normal, recurring
operations of the business. However, segment after-tax operating income is not a
substitute for net income determined in accordance with GAAP.

      A discussion of the adjustments to GAAP reported income, many of which
affect each operating segment, follows. A reconciliation of segment after-tax
operating income, as adjusted, to GAAP reported net income precedes each segment
discussion.

<TABLE>
<CAPTION>
                                                                         For the Years Ended December 31
                                                                        --------------------------------
                                                                         2001         2000          1999
                                                                        ------       ------       ------
                                                                                 (in millions)
<S>                                                                     <C>          <C>          <C>
Segment Data: (1)
Segment after-tax operating income:
   Protection Segment ...............................................   $284.3       $238.8       $188.7
   Asset Gathering Segment ..........................................    148.3        128.8        115.1
                                                                        ------       ------       ------
     Total Retail Segments ..........................................    432.6        367.6        303.8

   Guaranteed and Structured Financial Products Segment .............    238.0        211.6        201.7
   Investment Management Segment ....................................     29.8         46.8         37.3
                                                                        ------       ------       ------
     Total Institutional Segments ...................................    267.8        258.4        239.0

   Corporate and Other Segment ......................................     55.4         82.4         45.6
                                                                        ------       ------       ------
       Total segment after-tax operating income .....................    755.8        708.4        588.4

After-tax adjustments: (1)
   Net realized investment and other gains (losses), net (1) ........   (157.5)        51.6        116.5
   Class action lawsuit .............................................    (19.5)          --        (91.1)
   Workers' compensation reinsurance reserve ........................       --           --       (133.7)
   Restructuring charges ............................................    (25.4)       (12.0)       (17.0)
   Group pension dividend transfer ..................................       --          5.7       (205.8)
   Demutualization expenses .........................................       --          2.5        (92.6)
   Other demutualization related costs ..............................       --        (10.0)        (6.8)
   Surplus tax ......................................................     13.3         46.0        (22.3)
                                                                        ------       ------       ------
       Total after-tax adjustments ..................................   (189.1)        83.8       (452.8)
                                                                        ------       ------       ------

GAAP Reported:
   Income before cumulative effect
     of accounting changes ..........................................    566.7        792.2        135.6
   Cumulative effect of accounting changes, net of tax ..............      7.2           --         (9.7)
                                                                        ------       ------       ------
   Net income .......................................................   $573.9       $792.2       $125.9
                                                                        ======       ======       ======
</TABLE>

(1)   See "Adjustments to GAAP Reported Net Income" included in this
      Management's Discussion and Analysis.

Adjustments to GAAP Reported Net Income

      Our GAAP reported net income was significantly affected by net realized
investment and other gains (losses) and unusual or non-recurring events and
transactions presented above as after-tax adjustments. A description of these
adjustments follows.

      In all periods, net realized investment and other gains (losses), except
for gains and losses from mortgage securitizations, and investments backing our
short-term funding agreements, a business line that we exited in 1999, have been
excluded from segment after-tax operating income due to their volatility between
periods and because such data are often excluded by analysts and investors when
evaluating the overall financial performance of insurers. The


                                       41
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

volatility between periods can be impacted by fluctuations in the market, as
well as by changes in the volume of activity which can be influenced by us and
our investment decisions. Net realized investment and other gains and losses
from mortgage securitizations and investments backing our short-term funding
agreements were not excluded from segment after-tax operating income because we
view the related gains and losses as an integral part of the core business of
those operations.

      Net realized investment and other gains (losses) have been reduced by: (1)
amortization of deferred policy acquisition costs to the extent that such
amortization results from net realized investment and other gains (losses), (2)
the portion of net realized investment and other gains (losses) credited to
certain participating contractholder accounts and (3) the portion of net
realized investment and other gains (losses) credited to the policyholder
dividend obligation. We believe presenting net realized investment and other
gains (losses) in this format provides information useful in evaluating our
operating performance. This presentation may not be comparable to presentations
made by other insurers. Summarized below is a reconciliation of (a) net realized
investment and other gains (losses) per the consolidated financial statements
and (b) the adjustment made for net realized investment and other gains (losses)
to calculate segment after-tax operating income for the years ended December 31,
2001, 2000 and 1999.

<TABLE>
<CAPTION>
                                                                             For the Years Ended December 31
                                                                            --------------------------------
                                                                             2001         2000         1999
                                                                            ------       ------       ------
                                                                                     (in millions)
<S>                                                                         <C>            <C>        <C>
Net realized investment and other gains (losses) .......................    $(249.9)     $ 89.9       $254.6
Less amortization of deferred policy acquisition costs
     related to net realized investment and other gains (losses) .......      29.4          9.4        (49.7)
Less amounts credited to participating
     pension contractholder accounts ...................................     (42.3)        (6.9)       (35.3)
Less amounts credited to the policyholder dividend obligation ..........      17.0        (14.1)          --
                                                                            ------       ------       ------
Net realized investment and other gains (losses), net of
     related amortization of deferred policy acquisition costs,
     amounts credited to participating pension contractholders
     and amounts credited to the policyholder dividend
     obligation per consolidated financial statements ..................    (245.8)        78.3        169.6
Less net realized investment and other gains (losses)
     attributable to mortgage securitizations and investments
     backing short-term funding agreements .............................      (3.2)        (3.2)        27.7
Less gain on sale of business ..........................................        --           --        (33.0)
                                                                            ------       ------       ------
Net realized investment and other gains (losses), net -
     pre-tax adjustment to calculate segment operating income ..........    (249.0)        75.1        164.3
Less income tax effect .................................................      91.5        (23.5)       (47.8)
                                                                            ------       ------       ------
Net realized investment and other gains (losses), net -
     after-tax adjustment to calculate segment operating income ........   $(157.5)      $ 51.6       $116.5
                                                                           =======       ======       ======
</TABLE>

      During 1997, the Company entered into a court-approved settlement relating
to a class action lawsuit involving certain individual life insurance policies
sold from 1979 through 1996. In entering into the settlement, the Company
specifically denied any wrongdoing. The total reserve held in connection with
the settlement to provide for relief to class members and for legal and
administrative costs associated with the settlement amounted to $52.7 million
and $224.0 million at December 31, 2001 and 2000, respectively. Costs incurred
related to the settlement were $19.5 million and $91.1 million, after tax, in
2001 and 1999, 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.


                                       42
<PAGE>
                       JOHN HANCOCK LIFE INSURANCE COMPANY

      Through our group health insurance operations, which we sold in 1997, we
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, we 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. During the fourth quarter of 1999
and early 2000, we received additional information about our 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, our present
best estimate of our remaining loss exposure to this issue is $133.7 million,
after-tax, which we recognized in 1999. The Company believes that any exposure
to loss from this issue, in addition to amounts already provided for as of
December 31, 2001, would not be material.

      During 2001, 2000 and 1999, we incurred restructuring charges as part of a
plan to reduce costs and increase future operating efficiency by consolidating
portions of our operations. The plan consists primarily of reducing staff in the
home office.

      During 2000 and 1999, we recorded amounts for the transfer of certain
assets from the Guaranteed and Structured Financial Products Segment to the
corporate account. These assets included investments in certain subsidiaries and
the home office real estate complex (collectively, "corporate purpose assets").
Certain group contracts have participating features, under which crediting rates
and dividends are affected directly by portfolio earnings. Certain participating
contractholders participate in contract experience related to net investment and
other realized gains (losses) in the general account. These participating
contractholders were compensated for transferred assets based on the fair value
of the assets transferred. The difference between the fair value and carrying
value of the assets transferred were credited to affected participating
contractholders through the crediting rates and dividends on their contracts.

      In December 2000, the American Institute of Certified Public Accountants
(AICPA) issued 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
31, 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 of $93.6 million, after tax. In addition, the Company
recognized $6.8 million, after tax credit, related to demutualization costs for
the year ended December 31, 2000.

      During 2000 and 1999, we incurred other demutualization related costs to
improve our financial analysis and financial reporting abilities. These charges
primarily included consulting fees and planning and expense management costs.
The Company considers these other demutualization related costs to be an
adjustment to GAAP reported net income.

      We had been subject to the surplus tax imposed on mutual life insurance
companies which disallows a portion of mutual life insurance company's
policyholder dividends as a deduction from taxable income. As a stock company,
we are no longer subject to surplus tax and have excluded the surplus tax from
segment after-tax operating income in all periods.


                                       43
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Amortization of Goodwill

      The excess of cost over the fair value of the net assets of businesses
acquired was $116.0 million and $131.2 million at December 31, 2001 and 2000,
respectively. Goodwill is amortized on systematic basis over periods not
exceeding 40 years, which correspond with the benefits estimated to be derived
from the acquisitions. Accumulated amortization was $58.1 million and $48.0
million at December 31, 2001 and 2000, respectively. Amortization expense
included in other operating costs and expenses was $11.3 million, $11.2 million,
and $8.5 million in 2001, 2000 and 1999, 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 following table shows the amount of goodwill amortization by applicable
segment:

<TABLE>
<CAPTION>
                                                                    For the Years Ended December 31
                                                                   --------------------------------
                                                                    2001        2000           1999
                                                                   -----       -----          -----
                                                                           (in millions)
<S>                                                                <C>         <C>            <C>
Amortization of Goodwill:
   Protection Segment ........................................     $ 4.0       $ 3.3             --
   Asset Gathering Segment ...................................       6.8         6.8          $ 6.8
                                                                   -----       -----          -----
     Total Retail Segments ...................................      10.8        10.1            6.8

   Guaranteed and Structured Financial Products Segment ......        --          --             --
   Investment Management Segment .............................       0.5         1.1            1.1
                                                                   -----       -----          -----
     Total Institutional Segments ............................       0.5         1.1            1.1

   Corporate and Other Segment ...............................        --          --            0.6
                                                                   -----       -----          -----
     Total goodwill amortization expense .....................     $11.3       $11.2          $ 8.5
                                                                   =====       =====          =====
</TABLE>

Segment Allocations

      We allocate surplus to the segments in amounts sufficient to support the
associated liabilities of each segment and to maintain capital levels consistent
with the overall business segment and corporate strategies. Allocations of net
investment income are based on the amount of assets owned by 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
allocation methodologies.


                                       44
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Protection Segment

      The following table presents certain summary financial data relating to
the Protection Segment for the periods indicated.

<TABLE>
<CAPTION>
                                                                                 For the Years Ended
                                                                                     December 31
                                                                        --------------------------------------
                                                                          2001           2000           1999
                                                                        --------       --------       --------
                                                                                    (in millions)
<S>                                                                     <C>            <C>            <C>
Operating Results:
Revenues
  Premiums .......................................................      $1,363.9       $1,295.6       $1,291.0
  Universal life and investment-type product
    charges ......................................................         423.9          388.3          361.1
  Net investment income ..........................................       1,258.5        1,196.3        1,101.9
  Other revenue ..................................................           8.4            6.8            2.9
                                                                        --------       --------       --------
    Total revenues ...............................................       3,054.7        2,887.0        2,756.9

Benefits and expenses
   Benefits to policyholders (1) .................................       1,603.3        1,550.1        1,595.0
   Other operating costs and expenses ............................         339.2          397.4          381.0
   Amortization of deferred policy acquisition
    costs, excluding amounts related to net realized
    and other investment gains (losses) (1) ......................         171.3          106.0           69.2
 Dividends to policyholders ......................................         499.9          475.6          452.0
                                                                        --------       --------       --------
    Total benefits and expenses (1) ..............................       2,613.7        2,529.1        2,497.2

Segment pre-tax operating income (1)(2) ..........................         441.0          357.9          259.7

Income taxes (1) .................................................         156.7          119.1           71.0
                                                                        --------       --------       --------

Segment after-tax operating income (1)(2) ........................         284.3          238.8          188.7

After-tax adjustments: (1)(2)
  Net realized investment and other (losses) gains, net (1) ......         (62.2)         (18.2)         108.6
  Restructuring charges ..........................................          (4.4)          (6.7)          (8.6)
  Demutualization expenses .......................................            --            1.6          (61.3)
  Other demutualization related costs ............................            --           (6.8)          (4.6)
  Surplus tax ....................................................           9.6           20.8          (12.5)
                                                                        --------       --------       --------
    Total after-tax adjustments (1) ..............................         (57.0)          (9.3)          21.6
                                                                        --------       --------       --------
GAAP Reported:
Income before cumulative effect of accounting
    changes (1) ..................................................         227.3          229.5          210.3
Cumulative effect of accounting changes, net of tax ..............          11.7             --             --
                                                                        --------       --------       --------
Net income (1) ...................................................      $  239.0       $  229.5       $  210.3
                                                                        ========       ========       ========
Amortization of goodwill, net of tax .............................           2.6            2.2             --
                                                                        --------       --------       --------
Net income before amortization of goodwill (1) ...................      $  241.6       $  231.7       $  210.3
                                                                        ========       ========       ========
</TABLE>


                                       45
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

<TABLE>
<CAPTION>
                                                                                 For the Years Ended
                                                                                     December 31
                                                                      --------------------------------------
                                                                       2001            2000           1999
                                                                      --------       --------       --------
                                                                                    (in millions)
<S>                                                                  <C>            <C>            <C>
Other Data:
Segment after-tax operating income (loss)
  Non-traditional life (variable life and universal life) ......     $  121.0       $   97.0       $   92.8
  Traditional life (1) .........................................        107.8           97.1           68.2
  Long-term care ...............................................         58.6           46.6           26.6
  Other ........................................................         (3.1)          (1.9)           1.1
Statutory premiums (3)
  Variable life ................................................        948.5          922.0          829.8
  Universal life ...............................................        456.1          173.5          117.9
  Traditional life .............................................        997.3          965.5        1,043.6
  Long-term care ...............................................        337.3          292.0          196.2
</TABLE>

----------
(1)   Certain 2000 amounts were adjusted for the adoption of the provisions of
      SOP 00-3, "Accounting by Insurance Enterprises for Demutualization and
      Formations of Mutual Insurance Holding Companies and Certain Long-Duration
      Participating Contracts" as outlined in Note 1 to the consolidated
      financial statements.
(2)   See "Adjustments to GAAP Reported Net Income" included in this
      Management's Discussion and Analysis.
(3)   Statutory data have been derived from the annual statements of John
      Hancock Life Insurance Company (formerly John Hancock Mutual Life
      Insurance Company), John Hancock Variable Life Insurance Company and
      Investors Partner Life Insurance Company (formerly John Hancock Life
      Insurance Company of America) as filed with insurance regulatory
      authorities and prepared in accordance with statutory accounting
      practices.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

      Segment after-tax operating income was $284.3 million in 2001, an increase
of $45.5 million, or 19.1%, from $238.8 million in 2000. Non-traditional life
insurance segment after-tax operating income increased $24.0 million, or 24.7%,
primarily due to higher fee income and an increase in net investment income
partially offset by increased amortization of deferred policy acquisition costs.
Traditional life insurance segment after-tax operating income increased $10.7
million, or 11.0%, primarily resulting from lower operating expenses partially
offset by increased benefits to policyholders. Long-term care insurance segment
after-tax operating income increased $12.0 million, or 25.8%, resulting from
growth in the business, higher investment income and positive morbidity gains.

      Total revenues were $3,054.7 million in 2001, an increase of $167.7
million, or 5.8%, from $2,887.0 million in 2000. Premiums increased $68.3
million, or 5.3%, primarily due to an increase in long-term care insurance
premiums, which increased $45.6 million, or 14.7%, driven by continued growth in
the business. Universal life and investment-type product charges consist
primarily of cost of insurance fees and separate account fees and were $423.9
million in 2001, an increase of $35.6 million, or 9.2%, from $388.3 million in
2000. The increase was primarily due to growth in average account values and
variable life products fee increases. Net investment income increased $62.2
million, or 5.2%, primarily due to increased asset balances.

      Total benefits and expenses were $2,613.7 million in 2001, an increase of
$84.6 million, or 3.3%, from $2,529.1 million in 2000. Benefits to policyholders
increased $53.2 million, or 3.4%, due to growth in the long-term care insurance
business. Long-term care insurance benefits increased $49.9 million primarily
due to additions to reserves for premium growth and to higher claim volume from
the expansion of the business. Other operating costs and expenses decreased
$58.2 million, or 14.6%, to $339.2 million in 2001 from $397.4 million in 2000,
primarily due to a decrease of $51.3 million in operating expenses on
traditional life insurance products mainly attributable to ongoing operating
cost reduction programs. Amortization of deferred policy acquisition costs of
$171.3 million in 2001 increased $65.3 million, or 61.6%, from $106.0 million in
2000 primarily due to higher gross profits on non-traditional life products.
Dividends to policyholders increased $24.3 million, or 5.1%, due to a higher
dividend scale and aging of the in-force business on traditional life insurance
products. The segment's effective tax rate increased to 35.5% in 2001 from 33.3%
in 2000, primarily due to a tax charge in 2001 associated with the closed block
policyholder dividend obligation.

      Amortization of goodwill in 2001 and 2000 relates to the acquisition of
the individual long-term care insurance business from Fortis during 2000.


                                       46
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

      Segment after-tax operating income was $238.8 million in 2000, an increase
of $50.1 million, or 26.6%, from $188.7 million in 1999. Non-traditional life
insurance segment after-tax operating income increased $4.2 million, or 4.5%,
primarily due to an increase in net investment income resulting from higher
yields on higher net average invested assets. Traditional life insurance segment
after-tax operating income increased $28.9 million, or 42.4%, primarily
resulting from higher net investment income due to higher portfolio rates, lower
operating expenses, and not repeating a $29.3 million charge, net of deferred
acquisition costs, taken in 1999 for previously unreported claims associated
with the demutualization. Long-term care insurance segment after-tax operating
income increased $20.0 million, or 75.2%, resulting from growth in the business
and the addition of the Fortis business in 2000.

      Total revenues were $2,887.0 million in 2000, an increase of $130.1
million, or 4.7%, from $2,756.9 million in 1999. Premiums increased $4.6
million, or 0.4%, primarily due to an increase in long-term care insurance
premiums from both additional premiums assumed relating to the acquisition of
Fortis and continued growth in the business. Partially offsetting this increase
was a decline in traditional life insurance premiums. Universal life and
investment-type product charges consist primarily of cost of insurance fees and
separate account fees and were $388.3 million in 2000, an increase of $27.2
million, or 7.5%, from $361.1 million in 1999. The increase was primarily due to
growth in average account values. Net investment income increased $94.4 million,
or 8.6%, primarily due to increases in average net invested assets and portfolio
yields.

      Total benefits and expenses were $2,529.1 million in 2000, an increase of
$31.9 million, or 1.3%, from $2,497.2 million in 1999. Benefits to policyholders
decreased $44.9 million, or 2.8%, due to several offsetting items, including a
decrease of $147.2 million in benefits to policyholders on traditional life
insurance products due to improved mortality, and not repeating the prior year
$61.7 million charge for previously unreported death claims identified as part
of the demutualization. Offsetting this decrease was an increase in benefits to
policyholders in the long-term care insurance business due to both the
acquisition of the Fortis business and growth in the business. Benefits to
policyholders included a $20.7 million increase on non-traditional life
insurance products. Other operating costs and expenses increased $16.4 million,
or 4.3%, to $397.4 million in 2000 from $381.0 million in 1999, primarily due to
increases in operating expenses due to growth in business for non-traditional
life products and long-term care business as well as the acquisition of Fortis.
Amortization of deferred policy acquisition costs of $106.0 million in 2000
increased $36.8 million, or 53.2 %, from $69.2 million in 1999. The increase
resulted from lower amortization of deferred acquisition costs in the prior year
for traditional life products due to revised projections of estimated gross
profits based on the recording of additional unreported claims related to the
demutualization. In addition, amortization expense on non-traditional life
products increased due to revised projections of estimated gross profits based
upon changes in estimated future interest margins. Dividends to policyholders
increased $23.6 million, or 5.2%, primarily due to aging of the in-force
business on traditional life insurance products. The segment's effective tax
rate increased to 33.3% in 2000 from 27.3% in 1999, primarily due to the
transfer of tax-preferenced assets to the Corporate and Other Segment in the
fourth quarter of 1999.

      Amortization of goodwill in 2000 relates to the acquisition of the
individual long-term care insurance business from Fortis.


                                       47
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Asset Gathering Segment

      The following table presents certain summary financial data relating to
the Asset Gathering Segment for the periods indicated.

<TABLE>
<CAPTION>
                                                                            For the Years Ended December 31
                                                                       ---------------------------------------
                                                                          2001           2000          1999
                                                                       ---------      ---------      ---------
                                                                                    (in millions)
<S>                                                                    <C>            <C>            <C>
Operating Results:
Revenues
   Premiums .......................................................    $    74.8      $    63.4      $    17.2
   Investment-type product charges ................................        125.6          138.3          120.6
   Net investment income ..........................................        498.5          445.8          388.6
   Investment management revenues, commissions, and other fees ....        456.4          547.1          528.8
   Other revenue (expense) ........................................         (0.3)           1.3            2.1
                                                                       ---------      ---------      ---------
     Total revenues ...............................................      1,155.0        1,195.9        1,057.3

Benefits and expenses
   Benefits to policyholders ......................................        441.6          371.3          299.3
   Other operating costs and expenses .............................        424.4          552.9          529.2
   Amortization of deferred policy acquisition costs,
     excluding amounts related to net realized investment
     and other gains (losses)......................................         75.0           78.8           53.5
   Dividends to policyholders .....................................          0.1            0.1            0.1
                                                                       ---------      ---------      ---------
     Total benefits and expenses ..................................        941.1        1,003.1          882.1

Segment pre-tax operating income (1) ..............................        213.9          192.8          175.2

Income taxes ......................................................         65.6           64.0           60.1
                                                                       ---------      ---------      ---------

Segment after-tax operating income (1) ............................        148.3          128.8          115.1

After-tax adjustments (1):
   Net realized investment and other (losses) gains, net ..........        (34.7)          18.6           (6.9)
   Restructuring charges ..........................................        (17.6)          (1.4)          (7.3)
   Demutualization expenses .......................................           --            0.4          (13.0)
   Other demutualization related costs ............................           --           (1.3)          (0.9)
   Surplus tax ....................................................          0.2            0.6           (1.0)
                                                                       ---------      ---------      ---------
     Total after-tax adjustments ..................................        (52.1)          16.9          (29.1)
                                                                       ---------      ---------      ---------
GAAP Reported:
     Income before cumulative effect of accounting changes ........         96.2          145.7           86.0
     Cumulative effect of accounting changes, net of tax ..........         (0.5)            --           (9.6)
                                                                       ---------      ---------      ---------
   Net income .....................................................    $    95.7      $   145.7      $    76.4
                                                                       =========      =========      =========
   Amortization of goodwill, net of tax ...........................          4.5            4.5            4.4
                                                                       ---------      ---------      ---------
   Net income before amortization of goodwill .....................    $   100.2      $   150.2      $    80.8
                                                                       =========      =========      =========

Other Data:
Segment after-tax operating income
   Annuity ........................................................    $    90.3      $    87.5      $    67.0
   Mutual funds ...................................................         55.5           46.3           46.9
   Other ..........................................................          2.5           (5.0)           1.2
Annuity premiums and deposits (2)
   Fixed ..........................................................      1,463.5          854.3          621.0
   Variable (3) ...................................................        639.6        1,120.8          847.7
Mutual fund assets under management, end of year ..................     29,285.8       31,725.8       32,696.6
</TABLE>

(1)   See "Adjustments to GAAP Reported Net Income" included in this
      Management's Discussion and Analysis.

(2)   Statutory data have been derived from the annual statements of John
      Hancock Life Insurance Company and


                                       48
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

      John Hancock Variable Life Insurance Company, as filed with insurance
      regulatory authorities and prepared in accordance with statutory
      accounting practices.

(3)   Variable annuity deposits exclude internal exchanges as part of the safe
      harbor internal exchange program of $1,910.5 million and $25.0 million,
      respectively, for the years ending December 31, 2001 and 2000.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

      Segment after-tax operating income was $148.3 million in 2001, an increase
of $19.5 million, or 15.1%, from $128.8 million in 2000. Mutual fund segment
after-tax operating income increased $9.2 million, or 19.9%, primarily due to a
decrease in operating expenses, partially offset by a decrease in management
advisory fees. Segment after-tax operating income increased $7.5 million in
other Asset Gathering businesses, driven by John Hancock Signature Services.
Annuity segment after-tax operating income increased $2.8 million, or 3.2%,
primarily due to decreased operating expense related to distribution in variable
annuities. The fixed annuity business remained stable despite decreasing
investment spread, due to growth in invested assets. Spreads on fixed annuities
decreased 42 basis points for the year ended December 31, 2001.

      Total revenues decreased $40.9 million, or 3.4%, to $1,155.0 million in
2001 from $1,195.9 million in 2000, primarily driven by lower investment
management revenues. The decrease in investment management revenues was
partially offset by growth in net investment income of $52.7 million, or 11.8%,
and premiums of $11.4 million, or 18.0%. Net investment income increased
primarily due to a higher level of invested assets backing fixed annuity
products. The average investment yield on invested assets backing fixed annuity
products decreased 23 basis points in 2001, reflecting lower market interest
rates on new fixed income investments. Premiums increased due to continued
growth in the single premium immediate annuity business. Investment-type product
charges decreased $12.7 million, or 9.2%, due to a decrease in average variable
fund values, which decreased 9.1% from 2000. Mortality and expense fees as a
percentage of average account balances decreased 16 basis points in 2001, while
the advisory fees increased 12 basis points.

      Investment management revenues, commissions, and other fees decreased
$90.7 million, or 16.6%, to $456.4 million in 2001 from $547.1 million in 2000.
Average mutual fund assets under management decreased $3,044.0 million, or 9.3%,
to $29,561.2 million in 2001 from $32,605.2 million in 2000, primarily due to
market depreciation of $2,633.0 million in 2001. During 2001, redemptions
decreased $842.1 million compared to the prior year. The result was net deposits
of $554.5 million for the year ended December 31, 2001 compared to net
redemptions of $45.5 million for the year ended December 31, 2000, an
improvement of $600.0 million. Redemptions improved despite $538.0 million in
redemptions for the year ended December 31, 2001, related to the sale of the
full service retirement plan business. Absent the impact on assets under
management of the sale of the full service retirement plan business, the mutual
fund business experienced net deposits of $1,092.5 million for the same period.
The improvement in net deposits is primarily due to the marketing of both retail
investment management services and increased sales of institutional separate
accounts and private managed accounts. Investment advisory fees decreased $16.3
million, or 8.4%, to $177.6 million in 2001 and were 0.60% and 0.59% of average
mutual fund assets under management for the years ended December 31, 2001 and
2000, respectively. Underwriting and distribution fees decreased $72.1 million,
or 23.7%, to $232.5 million in 2001 primarily due to the decrease in front-end
load mutual fund sales and, accordingly, commission revenue. Shareholder service
and other fees were $46.4 million in 2001 compared to $48.6 million in 2000,
primarily reflecting lower assets under management.

      Total benefits and expenses decreased $62.0 million, or 6.2%, to $941.1
million in 2001 from $1,003.1 million in 2000. Benefits to policyholders
increased $70.3 million, or 18.9%, primarily due to an increase in interest
credited on fixed annuity account balances of $50.2 million. In addition,
benefits to policyholders increased due to growth in immediate annuities.
Premiums on immediate annuities increased $11.3 million, or 19.1%, for the year
ended December 31, 2001. Interest credited on fixed annuity account balances
increased primarily due to higher average fixed annuity account balances in
2001. In addition to the increase in average fixed annuity account balances, the
average interest credited rate on fixed annuity account balances increased 19
basis points in 2001. The average interest credited rate pattern is dependent
upon the general trend of market interest rates, frequency of credited rate
resets, bonus interest on new sales and business mix. Other operating costs and
expenses decreased $128.5 million, or 23.2%, to $424.4 million in 2001 from
$552.9 million in 2000. The decrease was primarily due to a decrease in
operating expenses. Cost savings in the mutual fund business were driven by
company wide cost reduction programs and the sale of the full service retirement
plan business. The commission expenses incurred in the mutual funds business
decreased primarily due to lower front-end load charge mutual fund sales and
lower deferred sales charges due to lower redemptions. Amortization of deferred
policy acquisition costs decreased $3.8 million, or 4.8%, to $75.0 million in
2001 from $78.8 million in 2000, largely due to favorable lapse and separate
account experience in the variable annuity product line. The segment's effective
tax rate was 30.6% and 33.2% in 2001 and 2000, respectively. The decrease in the
effective tax rate is


                                       49
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

primarily due to increased dividend received deductions in variable annuity
separate accounts and a one-time tax charge in 2000 associated with the
repatriation of the mutual fund business' United Kingdom subsidiary.

      Amortization of goodwill did not change from the prior year. No new
acquisitions were entered into by the Asset Gathering Segment in 2001.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

      Segment after-tax operating income was $128.8 million in 2000, an increase
of $13.7 million, or 11.9%, from $115.1 million in 1999. Annuity segment
after-tax operating income increased $20.5 million, or 30.6%, primarily due to
an increase in investment spread and higher invested assets on fixed annuity
products, partially offset by a decrease in after-tax operating income in the
variable annuity business. Spreads increased 18 basis points to 2.28% for the
year ended December 31, 2000. Mutual fund segment after-tax operating income
decreased $0.6 million, or 1.3%, primarily due to an increase in operating
expenses, partially offset by a 1.0% increase in management advisory fees.

      Total revenues increased $138.6 million, or 13.1%, to $1,195.9 million in
2000 from $1,057.3 million in 1999. Premiums increased $46.2 million, or 268.6%,
due to increased sales of immediate fixed annuities with life contingencies.
Investment-type product charges increased $17.7 million, or 14.7%, due to growth
in average variable annuity liabilities, which increased 3.6% from 1999 and
increased fees earned on surrenders. Mortality and expense fees as a percentage
of average account balances increased 6 basis points in 2000. Net investment
income increased $57.2 million, or 14.7%, primarily due to a higher level of
invested assets backing fixed annuity products, and an increase in the average
investment yield on invested assets backing fixed annuity products. The average
investment yield on invested assets backing fixed annuity products increased 43
basis points from 1999, reflecting higher market interest rates on new fixed
income investments.

      Investment management revenues, commissions, and other fees increased
$18.3 million, or 3.5%, to $547.1 million in 2000 from $528.8 million in 1999.
Average mutual fund assets under management decreased $742.8 million, or 2.2%,
to $32,605.2 million in 2000 from $33,348.0 million in 1999, primarily due to
market depreciation of $476.4 million in 2000. During 2000, sales increased
$1,950.9 million and redemptions decreased $989.2 million compared to the prior
year. The result was net redemptions of $45.5 million for the year ended
December 31, 2000 compared to net redemptions of $3,095.6 million for the year
ended December 31, 1999, an improvement of $3,050.1 million. The improvement in
sales and redemptions is primarily due to the marketing of retail investment
management services in addition to the launch of a multi-sector fund in
September 2000 and lower redemptions in the financial sector funds and private
managed accounts from the prior year. Investment advisory fees decreased $6.4
million, or 3.1%, to $193.9 million in 2000 and were 0.59% and 0.61% of average
mutual fund assets under management for the years ended December 31, 2000 and
1999, respectively. The decline in the investment advisory fee rate occurred
primarily because fixed income assets, which bear a lower advisory fee than
equity assets, increased as a percentage of total assets. Underwriting and
distribution fees increased $25.7 million, or 9.2%, to $304.6 million in 2000
primarily due to the increase in front-end load mutual fund sales, and
accordingly, commission revenue. The increase in front-end load charges was
partially offset by a decrease in deferred sales charges due to improved
retention of existing accounts. Shareholder service and other fees were $48.6
million in 2000 compared to $49.6 million in 1999, primarily reflecting lower
assets under management.

      Total benefits and expenses increased $121.0 million, or 13.7%, to
$1,003.1 million in 2000 from $882.1 million in 1999. Benefits to policyholders
increased $72.0 million, or 24.1%, primarily due to an increase in benefits paid
on immediate annuities and interest credited on fixed annuity account balances.
The increase in benefits paid on immediate annuities is the result of increased
premiums in this business. Premiums on immediate annuities increased $45.0
million, or 316.9%, for the year ended December 31, 2000. Interest credited on
fixed annuity account balances increased primarily due to higher average fixed
annuity account balances of $5,211.6 million in 2000, as compared to $4,862.2
million in 1999. In addition to the increase in average fixed annuity account
balances, the average interest credited rate on fixed annuity account balances
increased to 25 basis points in 2000 from the prior year. The average interest
credited rate pattern is dependent upon the general trend of market interest
rates, frequency of credited rate resets, bonus interest on new sales and
business mix. Deferred fixed annuities' interest credited rates generally are
reset annually on the policy anniversary. Other operating costs and expenses
increased $23.6 million, or 4.5%, to $552.9 million in 2000 from $529.3 million
in 1999. The increase was primarily due to an increase in the commission fees
incurred in the mutual funds business, primarily the result of increased
front-end load charge mutual fund sales. In addition, other operating costs and
expenses increased due to increased commission expense in Signator, partially
offset by a decrease in the annuities business. The increase in other operating
costs were partially offset by additional deferrals of acquisition expenses in
the annuities business. Amortization of deferred policy acquisition costs
increased $25.4 million, or 47.6%, to $78.8 million in 2000 from $53.4 million
in 1999, primarily due to poor separate account performance and increased
surrenders in the variable annuities business which accelerated current
amortization. The segment's effective tax rate was 33.2% and 34.3% in 2000 and
1999, respectively.


                                       50
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

      Amortization of goodwill increased $0.1 million in 2000 as compared to
1999. No new acquisitions were entered into by the Asset Gathering Segment in
2000.

Guaranteed and Structured Financial Products Segment

      The following table presents certain summary financial data relating to
the Guaranteed and Structured Financial Products Segment for the periods
indicated.

<TABLE>
<CAPTION>
                                                                           For the Years Ended December 31
                                                                       --------------------------------------
                                                                         2001           2000           1999
                                                                       --------       --------       --------
                                                                                  (in millions)
<S>                                                                    <C>            <C>            <C>
Operating Results:
Revenues
  Premiums ......................................................      $  483.2       $  620.3       $  298.2
  Investment-type product charges ...............................          51.4           64.7           79.3
  Net investment income .........................................       1,834.5        1,741.9        1,681.3
  Net realized investment and other gains (losses),
    net (1) .....................................................            --             --          (31.2)
  Other revenue .................................................           0.4            0.3            0.6
                                                                       --------------------------------------
    Total revenues ..............................................       2,369.5        2,427.2        2,028.2

Benefits and expenses
  Benefits to policyholders, excluding amounts related to net
   realized investment and other gains (losses) credited to
   participating pension contractholders ........................       1,869.3        1,972.4        1,614.4
  Other operating costs and expenses ............................         105.3           88.6           92.0
  Amortization of deferred policy
  Acquisition costs .............................................           2.4            2.6            3.1
  Dividends to policyholders ....................................          36.1           43.5           25.9
                                                                       --------------------------------------
    Total benefits and expenses .................................       2,013.1        2,107.1        1,735.4

Segment pre-tax operating income (1) ............................         356.4          320.1          292.8

Income taxes ....................................................         118.4          108.5           91.1
                                                                       --------------------------------------

Segment after-tax operating income (1) ..........................         238.0          211.6          201.7

After-tax adjustments: (1)
  Net realized investment and other (losses) gains, net .........         (77.0)         (40.5)          58.4
  Restructuring charges .........................................          (1.2)          (2.6)          (0.6)
  Group pension dividend transfer ...............................            --            5.7         (205.8)
  Demutualization expenses ......................................            --            0.4          (16.1)
  Other demutualization related costs ...........................            --           (1.7)          (1.1)
  Surplus tax ...................................................           2.6            6.5           (6.5)
                                                                       --------------------------------------
    Total after-tax adjustments, net of tax .....................         (75.6)         (32.2)        (171.7)
                                                                       --------------------------------------

GAAP Reported:
  Income before cumulative effect of accounting
    changes
                                                                          162.4          179.4           30.0
  Cumulative effect of accounting changes, net of
    tax .........................................................          (1.2)            --             --
                                                                       --------------------------------------
Net income ......................................................      $  161.2       $  179.4       $   30.0
                                                                       ======================================
Amortization of goodwill, net of tax ............................            --             --             --
                                                                       --------------------------------------
Net income before amortization of goodwill ......................      $  161.2       $  179.4       $   30.0
                                                                       ======================================
</TABLE>


                                       51
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

<TABLE>
<CAPTION>
                                                                      For the Years Ended December 31
                                                                ------------------------------------------
                                                                  2001             2000             1999
                                                                --------         -------          --------
                                                                              (in millions)
<S>                                                             <C>              <C>              <C>
Other Data:
Segment after-tax operating income
   Spread-based products
     GICs and funding agreements ........................       $  163.7         $  133.1         $  131.5
     Single premium annuities ...........................           50.8             45.0             32.5
   Fee-based products ...................................           23.5             33.5             37.7
Statutory premiums and deposits (2)
   Spread-based products
     General Account GICs ...............................        1,462.6          1,863.4          2,442.2
     GICs and funding agreements ........................        3,256.2          2,578.6          2,775.2
     Single premium annuities ...........................          465.5            594.8            282.4
   Fee-based products
     Participating contracts and ........................          468.9            467.0            527.9
       conversion annuity contracts
     Separate Account GICs ..............................           77.4             50.3            615.7
     Other separate account contracts ...................          130.6            223.9            272.7
</TABLE>

(1)   See "Adjustments to GAAP Reported Net Income" included in this
      Management's Discussion and Analysis.
(2)   Statutory data has been derived from the annual statements of John Hancock
      Life Insurance Company, as filed with insurance regulatory authorities and
      prepared in accordance with statutory accounting practices.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

      Segment after-tax operating income was $238.0 million in 2001, an increase
of $26.4 million, or 12.5% from $211.6 million in 2000. Spread-based products'
after-tax operating income increased $36.4 million, or 20.4%, to $214.5 million
in 2001 from $178.1 million in 2000 primarily due to higher investment spread as
a result of an increase in average invested assets backing spread-based
products. Fee-based products' after-tax operating income decreased $10.0
million, or 29.9%, to $23.5 million in 2001 from $33.5 million in 2000 primarily
due to the transfer of non-participating annuities to the spread-based products
at year end 2000.

      Total revenues decreased $57.7 million, or 2.4%, to $2,369.5 million in
2001 from $2,427.2 million in 2000, primarily due to a $137.1 million decrease
in premiums, the result of reinsuring a larger portion of single premium annuity
sales, partially offset by increased investment income. Investment-type product
charges were $51.4 million for 2001, a decrease of $13.3 million, or 20.6%,
primarily due to lower general account expense recoveries and slower Structured
Separate Account sales in the current year. Investment-type product charges were
0.51% and 0.56% of average fee-based policy reserves in 2001 and 2000,
respectively. The decrease primarily reflects lower expense charges on
participating contracts and the impact of slower sales in the current year. Net
investment income increased $92.6 million, or 5.3%, to $1,834.5 million in 2001
from $1,741.9 million in 2000, mainly due to the growth of average invested
assets on spread-based products. Average invested assets backing spread-based
products increased $3,844.1 million, or 22.8%, to $20,703.3 million in 2001 from
$16,859.2 million in 2000 as a result of increased sales of spread-based
products. The average investment yield on these invested assets decreased to
7.66% in 2001 compared to 8.65% in 2000, as a result of declining market
interest rates.

      Total benefits and expenses decreased $94.0 million, or 4.5%, to $2,013.1
million in 2001 from $2,107.1 million in 2000, primarily due to the decrease in
benefits to policyholders as a result of reinsuring a larger proportion of
single premium annuity contracts, partially offset by an increase in interest
credited. The increase in interest credited was driven by higher average account
balances for spread-based products which were up $3,020.0 million to $18,996.5
million in 2001 from $15,976.5 million in 2000, partially offset by a decrease
in the average interest credited rate on account balances for spread-based
products. The average interest credited rate was 6.33% in 2001 compared to 7.18%
in 2000 as a result of declining market interest rates. Other operating costs
and expenses were $105.3 million in 2001, an increase of $16.7 million, or
18.8%, from $88.6 million in 2000. The increase was primarily due to the
increased level of reinsurance arrangements. The increase in operating expenses
from these arrangements is offset in lower benefits to policyholders. Dividends
of $36.1 million in 2001, decreased $7.4 million, or 17.0%, from $43.5 million
in 2000, reflecting a lower level of distributable surplus to participating
contractholder accounts. The segment's effective tax rate was 33.2% in 2001, as
compared to 33.9% in 2000.


                                       52
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

      Segment after-tax operating income was $211.6 million in 2000, an increase
of $9.9 million, or 4.9% from $201.7 million in 1999. Spread-based products'
after-tax operating income increased $14.1 million, or 8.6%, to $178.1 million
primarily due to higher investment spread as a result of an increase in average
invested assets backing spread-based products. Fee-based products' after-tax
operating income decreased $4.2 million, or 11.1%, to $33.5 million in 2000 from
$37.7 million in 1999 primarily due to lower Structured Separate Account fees
partially offset by increased gains from non-participating annuities.

      Total revenues increased $399.0 million, or 19.7%, to $2,427.2 million in
2000 from $2,028.2 million in 1999, primarily due to a $322.1 million increase
in premiums. During 2000, we sold two significant single premium annuity
contracts. Investment-type product charges were $64.7 million for 2000, a
decrease of $14.6 million, or 18.4%, primarily due to lower general account
expense recoveries and slower Structured Separate Account sales in the current
year. Investment-type product charges were 0.56% and 0.65% of average fee-based
policy reserves in 2000 and 1999, respectively. The decrease primarily reflects
lower expense charges on participating contracts and the impact of slower sales
in the current year. Net investment income increased $60.6 million, or 3.6%, to
$1,741.9 million in 2000 compared to $1,681.3 million in 1999, primarily as a
result of a higher yield on average invested assets backing spread-based
products. Average invested assets backing spread-based products decreased $214.6
million, or 1.3%, to $16,859.2 million in 2000 from $17,073.8 million in 1999
reflecting the termination of the short-term funding agreements in 1999, largely
offset by asset growth in 2000. The average investment yield on these invested
assets increased to 8.65% in 2000 compared to 8.13% in 1999, reflecting the
reinvestment of proceeds from lower-yielding assets into relatively
higher-yielding securities. Realized investment losses associated with the
termination of the short-term funding agreement business in 1999 were not
repeated in 2000.

      Total benefits and expenses increased $371.7 million, or 21.4%, to
$2,107.1 million in 2000 from $1,735.4 million in 1999. The increase was
primarily due to a $358.0 million increase in benefits to policyholders as a
result of increased sales of single premium annuity contracts. Excluding
interest credited in 1999 on short-term funding agreements that were terminated
in that year, the interest credited for spread-based products increased $91.3
million, or 8.6%. The increase was primarily due to an increase in average
account balances for spread-based products of $607.0 million, excluding
short-term funding agreement balances from 1999, to $15,976.5 million in 2000
from $15,369.5 million in 1999 and an increase in the average interest credited
rate on account balances for spread-based products, which was 7.18% in 2000
compared to 6.89% in 1999. The increase in the average interest credited rate on
account balances for spread-based products was primarily due to the sale of GICs
and funding agreements with higher average interest credited rates. Other
operating costs and expenses were $88.6 million in 2000, a decrease of $3.4
million, or 3.7%, from $92.0 million in 1999. The decrease was primarily due to
lower deficiency interest charges. Dividends of $43.5 million in 2000, increased
$17.6 million, or 68.0%, from $25.9 million in 1999, reflecting higher earnings
on participating contractholders' accounts. The segment's effective tax rate was
33.9% in 2000, as compared to 31.1% in 1999.


                                       53
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Investment Management Segment

      The following table presents certain summary financial data relating to
the Investment Management Segment for the periods indicated.

<TABLE>
<CAPTION>
                                                                       For the Years Ended December 31
                                                                   ----------------------------------------
                                                                      2001            2000           1999
                                                                   ---------       ---------      ---------
                                                                               (in millions)
<S>                                                                <C>             <C>            <C>
Operating Results:
Revenues
   Net investment income .......................................   $    28.7       $    22.7      $    45.9
   Net realized investment and other gains (losses),
     net (1) ...................................................         3.2             3.2            3.5
   Investment management revenues,
     commissions, and other fees ...............................       111.3           186.1          140.2
   Other revenue ...............................................          --              --            0.3
                                                                   ---------       ---------      ---------
     Total revenues ............................................       143.2           212.0          189.9

Benefits and expenses
   Other operating costs and expenses ..........................        96.4           132.7          127.2
                                                                   ---------       ---------      ---------
   Total benefits and expenses .................................        96.4           132.7          127.2

Segment pre-tax operating income (1) ...........................        46.8            79.3           62.7

Income taxes ...................................................        17.0            32.5           25.4
                                                                   ---------       ---------      ---------

Segment after-tax operating income (1) .........................        29.8            46.8           37.3

After-tax adjustments: (1)
   Net realized investment and other
     gains (losses), net .......................................        (0.2)            4.4            2.0
   Restructuring charges, net of tax ...........................        (0.9)             --             --
   Surplus tax .................................................         0.1              --             --
                                                                   ---------       ---------      ---------

   Total after-tax adjustments, net of tax .....................        (1.0)            4.4            2.0
                                                                   ---------       ---------      ---------

GAAP Reported:
   Income before cumulative effect of
     accounting changes ........................................        28.8            51.2           39.3
   Cumulative effect of accounting changes,
     net of tax ................................................        (0.2)             --           (0.1)
                                                                   ---------       ---------      ---------
Net income .....................................................   $    28.6       $    51.2      $    39.2
                                                                   =========       =========      =========
Amortization of goodwill, net of tax ...........................         0.5             0.8            0.7
                                                                   ---------       ---------      ---------

Net income before amortization of goodwill .....................   $    29.1       $    52.0      $    39.9
                                                                   =========       =========      =========

Other Data:
Assets under management, end of year (2) .......................   $28,921.8       $32,651.6      $40,211.7
</TABLE>

----------
(1)   See "Adjustments to GAAP Reported Net Income" included in this
      Management's Discussion and Analysis.
(2)   Includes general account cash and invested assets of $151.3 million,
      $106.9 million, and $164.5 million as of December 31, 2001, 2000, and
      1999, respectively.


                                       54
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

      Segment after-tax operating income was $29.8 million in 2001, a decrease
of $17.0 million, or 36.3%, from $46.8 million in 2000. The decrease was
primarily due to lower investment advisory fees, resulting from the
non-recurrence of prior-year one-time events and from lower average assets under
management in 2001, partially offset by lower operating expenses in 2001.

      Total revenues decreased $68.8 million, or 32.6%, to $143.2 million in
2001 from $212.0 million in 2000. Net investment income was $28.7 million in
2001, an increase of $6.0 million from $22.7 million in 2000. Investment
management revenues, commissions, and other fees decreased $74.8 million, or
40.2% in 2001, due primarily to a decrease in investment advisory fees, which
decreased $75.9 million to $104.7 million compared to $180.6 million reported in
2000. The decrease in investment advisory fees was primarily due to $60.6
million of non-recurring prior year items; $45.3 million in incentive fees
received in connection with the restructuring of timber management contracts,
and $15.3 million in performance fees earned by the mezzanine fund manager.
Also, asset-based advisory fees decreased $17.2 million at Independence
Investment LLC on lower average assets under management resulting from net
redemptions and market declines during the year. Investment advisory fees were
..36% and .50% of average advisory assets under management in 2001 and 2000,
respectively, for the segment. Mortgage origination and servicing fees were $6.6
million compared to $5.4 million in 2000. Net realized investment and other
gains (losses) were flat at $3.2 million for both 2001 and 2000.

      Other operating costs and expenses were $96.4 million in 2001, a decrease
of $36.3 million, or 27.4%, from $132.7 million in 2000. The decrease was
primarily due to two non-recurring prior year amounts; $15.7 million in
incentive compensation payments related to the receipt of incentive fees on
timber management contracts and $9.1 million in performance fees paid for the
management of the mezzanine fund. Operating expenses were down $14.7 million at
Independence Investment LLC, based on lower compensation levels and the results
of an overall expense management program. Operating expenses were down $5.2
million at John Hancock Real Estate Finance, primarily from lower borrowing
costs due to lower lending activity and lower interest rates, and also from
savings from on-going expense management efforts. The segment's effective tax
rate was 36.2% and 41.0% in 2001 and 2000, respectively. The decrease in the
effective tax rate is primarily due to lower state taxes associated with the
conversion of Independence Investment Associates to a limited liability
corporation.

      The Investment Management Segment of the Company manages invested assets
for customers under various fee-based arrangements. We use a variety of special
purpose entities to hold assets under management for customers under these
arrangements. These entities include limited partnership funds, separate
investment accounts, and collateralized bond obligations (CBOs) and
collateralized debt obligations (CDOs). In certain cases other business units of
the Company make investments in the equity of these entities to support their
insurance liabilities. The partnerships are consolidated with the Company's
financial results where the Company also owns a controlling majority interest of
the partnership, otherwise they are shown on the equity method. The separate
investment accounts are included in the Company's consolidated financial
statements as Separate Account Assets and Separate Account Liabilities. Two of
the CBOs are consolidated with the Company's financial results, while the
remaining CBOs and CDOs are not consolidated since the Company's equity interest
is minor and the Company does not guarantee payment of the CBOs' or CDOs'
liabilities. These transactions have no impact on the Company's liquidity and
capital resources.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

      Segment after-tax operating income was $46.8 million in 2000, an increase
of $9.5 million, or 25.5%, from $37.3 million in 1999. The increase was
primarily due to higher investment advisory fees.

      Total revenues increased $22.1 million, or 11.6%, to $212.0 million in
2000 from $189.9 million in 1999. Net investment income was $22.7 million in
2000, a decrease of $23.2 million from $45.9 million for 1999. Net investment
income decreased $31.7 million due to the transfer of investments in
collateralized bond obligations to other business segments in 1999. Offsetting
this decrease was a $7.8 million increase in interest income on mortgage loans
held for sale. Investment management revenues, commissions, and other fees
increased $45.9 million, or 32.7% in 2000, due primarily to an increase in
investment advisory fees, which increased $47.0 million to $180.6 million
compared to $133.6 million reported in 1999. The increase in investment advisory
fees was primarily due to the $45.3 million in incentive fee receipts in
connection with the restructuring of timber management contracts and $15.3
million in performance fees earned by the mezzanine fund manager. Investment
advisory fees were .50% and .34% of average advisory assets under management in
2000 and 1999, respectively. Mortgage origination and servicing fees were $5.4
million compared to $6.6 million in 1999. Realized investment gains decreased
$0.3 million due to lower securitization activity in 2000.


                                       55
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

      Other operating costs and expenses were $132.7 million in 2000, an
increase of $5.5 million, or 4.3%, from $127.2 million in 1999. The increase was
primarily due to $15.7 million in incentive compensation payments related to the
receipt of incentive fees on timber management contracts and $9.1 million in
performance fees paid for the management of the mezzanine fund. Offsetting these
increases was a $19.8 million decrease due to the transfer of investments in
collateralized bond obligations to other business segments in 1999. The
segment's effective tax rate on operating income was 41.0% in 2000 and 1999. The
effective tax rate for the Investment Management Segment is higher than our
other business segments due to the state tax on certain subsidiaries.

Corporate and Other Segment

      The following table presents certain summary financial data relating to
the Corporate and Other Segment for the periods indicated.

<TABLE>
<CAPTION>
                                                                      For the Years Ended December 31
                                                                     --------------------------------
                                                                      2001         2000        1999
                                                                     ------       ------      -------
                                                                               (in millions)
<S>                                                                  <C>          <C>         <C>
Operating Results:
Segment after-tax operating income (loss) (1)
   International group insurance operations ......................   $  3.5       $  5.4      $   3.8
   Corporate operations ..........................................     42.7         69.4         31.2
   Non-core businesses ...........................................      9.2          7.6         10.6
                                                                     ------       ------      -------
Total ............................................................     55.4         82.4         45.6

After-tax adjustments (1):
   Net realized investment and other gains (losses), net .........     16.6         87.3        (45.6)
   Class action lawsuit ..........................................    (19.5)          --        (91.1)
   Restructuring charges .........................................     (1.3)        (1.3)        (0.5)
   Demutualization expenses ......................................       --          0.1         (2.2)
   Other demutualization related costs ...........................       --         (0.2)        (0.2)
   Workers' compensation reinsurance reserve .....................       --           --       (133.7)
   Surplus tax ...................................................      0.8         18.1         (2.3)
                                                                     ------       ------      -------
Total after-tax adjustments ......................................     (3.4)       104.0       (275.6)
                                                                     ------       ------      -------

GAAP Reported:
   Income (loss) before cumulative effect of accounting
     changes .....................................................   $ 52.0       $186.4      $(230.0)
   Cumulative effect of accounting changes, net of tax ...........     (2.6)          --           --
                                                                     ------       ------      -------
Net income (loss) ................................................   $ 49.4       $186.4      $(230.0)
                                                                     ======       ======      =======
Amortization of goodwill, net of tax .............................       --           --          0.6
                                                                     ------       ------      -------
Net income (loss) before amortization
     of goodwill .................................................   $ 49.4       $186.4      $(229.4)
                                                                     ======       ======      =======
</TABLE>

(1)   See "Adjustments to GAAP Reported Net Income" included in this
      Management's Discussion and Analysis.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

      Segment after-tax operating income from international group insurance
operations was $3.5 million for 2001, a decrease of $1.9 million from $5.4
million for 2000 due to strong deficit recoveries in 2000 within our
international group insurance program.

      Segment after-tax operating income from corporate operations was $42.7
million in 2001, a decrease of $26.7 million from $69.4 million in 2000. The
primary driver of this decrease was lower net investment income attributable to
our use of cash for stockholder dividends and the stock buyback program,
interest earned in 2000 on the IPO proceeds and worse performance within our
portfolio of equity method investments.

     Segment after-tax operating income from non-core businesses was $9.2
million in 2001, an increase of $1.6 million from $7.6 million in 2000. We
continue with the orderly run-off of business in this segment.


                                       56
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

      Segment after-tax operating income from international group insurance
operations was $5.4 million for 2000, an increase of $1.6 million from $3.8
million for 1999 due to strong deficit recoveries in 2000 within our
international group insurance program.

      Segment after-tax operating income from corporate operations was $69.4
million in 2000, an increase of $38.2 million from $31.2 million in 1999. During
the fourth quarter of 1999, a corporate account was formed and all corporate
type assets, including certain tax advantaged assets, were moved from the other
segments to the Corporate and Other Segment. Tax credits, associated with the
tax advantaged assets, were $15.9 million in 2000 and $0.5 million in 1999. In
addition, as part of this move, the group pension participating contractholders
were reimbursed at fair market value for these contracts. Because of this
transaction, in 2000 there was no longer a need to credit participating
policyholders with a share of the change in these assets which amounted to a
charge to this segment of $13.7 million for the first nine months of 1999.

      Segment after-tax operating income from non-core businesses was $7.6
million in 2000, a decrease of $3.0 million from $10.6 million in 1999. The
decrease was due primarily to lower net investment income earned on lower
average invested asset balances resulting from the disposal of certain non-core
businesses in 1999.

General Account Investments

Overall Composition of the General Account

      Invested assets, excluding separate accounts, totaled $53.3 billion and
$47.4 billion as of December 31, 2001 and 2000, respectively. The portfolio
composition has not significantly changed at December 31, 2001 as compared to
December 31, 2000. The following table shows the composition of investments in
the general account portfolio.

<TABLE>
<CAPTION>
                                                                             As of December 31
                                                        ---------------------------------------------------------
                                                                    2001                        2000
                                                        ---------------------------------------------------------
                                                             Carrying         % of       Carrying        % of
                                                               Value         Total         Value        Total
                                                        ---------------------------------------------------------
                                                            (in millions)               (in millions)

<S>                                                          <C>              <C>       <C>              <C>
Fixed maturity securities (1)........................        $ 37,995.6       71.3%     $ 30,070.5       63.4%
Mortgage loans (2)...................................           9,667.0       18.1         9,659.4       20.4
Real estate..........................................             380.4        0.7           447.9        0.9
Policy loans (3).....................................           1,927.0        3.6         1,894.9        4.0
Equity securities....................................             563.7        1.1           847.7        1.8
Other invested assets................................           1,676.9        3.1         1,335.2        2.8
Short-term investments...............................              78.6        0.2           174.9        0.4
Cash and cash equivalents (4)........................           1,025.3        1.9         2,966.3        6.3
                                                        ---------------------------------------------------------
Total invested assets................................        $ 53,314.5      100.0%     $ 47,396.8      100.0%
                                                        =========================================================
</TABLE>

(1)   In addition to bonds, the fixed maturity security portfolio contains
      redeemable preferred stock with a carrying value of $691.8 million and
      $732.0 million as of December 31, 2001 and 2000, respectively. Carrying
      value is composed of investments categorized as `held-to-maturity,' which
      are carried at amortized cost, and investments categorized as
      `available-for-sale,' which are carried at fair value. The total fair
      value of the fixed maturity security portfolio was $37,980.3 and $29,891.2
      million, at December 31, 2001 and 2000, respectively.
(2)   The fair value for the mortgage loan portfolio was $10,215.0 million and
      $10,075.2 million as of December 31, 2001 and 2000, respectively.
(3)   Policy loans are secured by the cash value of the underlying life
      insurance policies and do not mature in a conventional sense, but expire
      in conjunction with the related policy liabilities.
(4)   Cash and cash equivalents are included in total invested assets in the
      table above for the purposes of calculating yields on the income producing
      assets for the Company.

      Consistent with the nature of the Company's product liabilities, assets
are heavily oriented toward fixed maturity securities. The Company determines
the allocation of assets primarily on the basis of cash flow and return
requirements of its products and by the level of investment risk.


                                       57
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Fixed Maturity Securities

      The fixed maturity securities portfolio is predominantly comprised of low
risk, investment grade, publicly and privately traded corporate bonds and senior
tranches of asset-backed securities (ABS) and mortgage-backed securities (MBS),
with the balance invested in government bonds. The fixed maturity securities
portfolio also includes redeemable preferred stock. As of December 31, 2001,
fixed maturity securities represented 71.3% of general account invested assets
with a carrying value of $38.0 billion, comprised of 55% public securities and
45% private securities. Each year the Company directs the majority of net cash
inflows into investment grade fixed maturity securities. Typically between 5%
and 15% of funds allocated to fixed maturity securities are invested in
below-investment-grade bonds while maintaining a policy to limit the overall
level of these bonds to no more than 10% of invested assets and the majority of
that balance in the BB category. Allocations are based on an assessment of
relative value and the likelihood of enhancing risk-adjusted portfolio returns.
While the Company has profited from the below-investment-grade asset class in
the past, care is taken to manage its growth strategically by limiting its size
relative to the Company's total assets.

      The following table shows the composition by issuer of the fixed maturity
securities portfolio.

                     Fixed Maturity Securities -- By Issuer

<TABLE>
<CAPTION>
                                                                              As of December 31
                                                              ---------------------------------------------------
                                                                        2001                        2000
                                                              ---------------------------------------------------
                                                                Carrying       % of        Carrying        % of
                                                                 Value         Total         Value         Total
                                                              ---------------------------------------------------
                                                               (in millions)              (in millions)
<S>                                                             <C>            <C>         <C>             <C>
Corporate securities..........................................  $ 30,978.5      81.5%      $ 23,761.9       79.0%
MBS/ABS.......................................................     6,124.0      16.1          5,369.2       17.9
U.S. Treasury securities and Obligations of
   U.S. government agencies...................................       292.0       0.8            203.1        0.7
Debt securities issued by foreign
   governments................................................       497.8       1.3            606.9        2.0
Obligations of states and political
   subdivisions...............................................       103.3       0.3            129.4        0.4
                                                              ---------------------------------------------------
     Total....................................................  $ 37,995.6     100.0%      $ 30,070.5      100.0%
                                                              ===================================================
</TABLE>

      In keeping with the investment philosophy of tightly managing interest
rate risk, the Company's MBS & ABS holdings are heavily concentrated in
commercial MBS where the underlying loans are largely call protected, which
means they are not pre-payable without penalty prior to maturity at the option
of the issuer. By investing in MBS and ABS securities with relatively
predictable repayments, the Company adds high quality, liquid assets to the
Company's portfolios without incurring the risk cash flow variability. The
Company believes the portion of the MBS/ABS portfolio subject to prepayment risk
as of December 31, 2001 and 2000 was limited to 10.4% and 3.3% of the Company's
total MBS/ABS portfolio and 1.7% and 0.6% of the total fixed maturity securities
holdings, respectively. The increase is due to a $500 million portfolio in a new
duration neutral strategy, implemented in 2000 and used in the corporate segment
as a liquid alternative to a cash portfolio.

      The Securities Valuation Office (SVO) of the National Association of
Insurance Commissioners evaluates all public and private bonds purchased as
investments by insurance companies. The SVO assigns one of six investment
categories to each security it reviews. Category 1 is the highest quality
rating, and Category 6 is the lowest. Categories 1 and 2 are the equivalent of
investment grade debt as defined by rating agencies such as S&P and Moody's
(i.e., BBB-/Baa3 or higher), while Categories 3-6 are the equivalent of
below-investment grade securities. SVO ratings are reviewed and may be revised
at least once a year.

      The following table sets forth the SVO ratings for the bond portfolio
along with an equivalent S&P rating agency designation. The majority of the
bonds are investment grade, with 87.4% of fixed maturity investments invested in
Category 1 and 2 securities as of December 31, 2001. Below investment grade
bonds were 12.5% of fixed maturity investments and 8.8% of total invested assets
as of December 31, 2001. This allocation reflects the Company strategy of
avoiding the unpredictability of interest rate risk in favor of relying on the
Company's bond analysts' ability to better predict credit or default risk. The
bond analysts operate in an industry-based, team-oriented structure that permits
the evaluation of a wide range of below investment grade offerings in a variety
of industries resulting in a well-diversified high yield portfolio.


                                       58
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

      Valuation techniques for the bond portfolio vary by security type and the
availability of market data. Pricing models and their underlying assumptions
impact the amount and timing on unrealized gains and losses recognized, and the
use of different pricing models or assumptions could produce different financial
results. External pricing services are used where available, broker dealer
quotes are used for thinly traded securities, and a spread pricing matrix is
used when price quotes are not available. When utilizing the spread pricing
matrix, securities are valued by utilizing a discounted cash flow method where
each bond is assigned a spread, that is added to the current U.S. Treasury rates
to discount the cash flows of the security. The spread assigned to each security
is derived from external market data. Certain market events that could impact
the valuation of securities include issuer credit ratings, business climate,
management changes, litigation, and government actions among others. The
Company's pricing analysts take appropriate actions to reduce valuations of
securities where such an event occurs which negatively impacts the securities'
value. To the extent that bonds have longer maturity dates, management's
estimate of fair value may involve greater subjectivity since they involve
judgment about events well into the future.

      A majority (59.1%) of the below investment grade bonds are in Category 3,
the highest quality below investment grade. Category 6 bonds, those in or near
default, represent securities that were originally acquired as long-term
investments, but subsequently became distressed. The carrying value of bonds
near default was $388.7 million and $207.2 million as of December 31, 2001 and
2000, respectively. For the years ended December 31, 2001 and 2000, $2.4 million
and $2.6 million of interest on bonds near default was included in accrued
investment income. It is the Company's policy to reverse any accrued investment
income and cease accruing interest income on bonds in default and accrue
interest income on bonds near default that the Company expects to collect.
Management judgment is used and the actual results could be materially
different.

                 Fixed Maturity Securities -- By Credit Quality

<TABLE>
<CAPTION>
                                                                           As of December 31
                                                ---------------------------------------------------------------
                                                              2001                              2000
                                                ---------------------------------------------------------------
   SVO                 S&P Equivalent                 Carrying          % of          Carrying          % of
Rating (1)            Designation (2)                 Value (3)         Total         Value (3)         Total
---------------------------------------------------------------------------------------------------------------
                                                     (in millions)                   (in millions)
<S>         <C>                                          <C>           <C>              <C>            <C>
   1        AAA/AA/A...........................          $ 14,336.9     38.4%           $ 12,541.4      42.7%
   2        BBB................................            18,275.9     49.0              12,499.6      42.6
   3        BB.................................             2,771.9      7.4               2,758.6       9.4
   4        B..................................             1,095.1      2.9               1,064.9       3.6
   5        CCC and lower......................               435.3      1.2                 266.8       0.9
   6        In or near default.................               388.7      1.1                 207.2       0.7
                                                ---------------------------------------------------------------
            Total..............................          $ 37,303.8    100.0%           $ 29,338.5     100.0%
                                                ===============================================================
</TABLE>

(1)   For securities that are awaiting an SVO rating, the Company has assigned a
      rating based on an analysis that it believes is equivalent to that used by
      the SVO.
(2)   Comparisons between SVO and S&P ratings are published by the National
      Association of Insurance Commissioners.
(3)   Does not include redeemable preferred stock with a carrying value of
      $691.8 million and $732.0 million as of December 31, 2001 and 2000,
      respectively.


                                       59
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

      Mortgage Loans. As of December 31, 2001 and 2000, the Company held
mortgage loans with a carrying value of $9.7 billion at each period end;
including $2.5 billion at each period end of agricultural loans.

      The following table shows the distribution of the Company's mortgage loan
portfolio by property type as of the dates indicated. The commercial mortgage
loan portfolio consists primarily of non-recourse fixed-rate mortgages on fully,
or nearly fully, leased commercial properties.

<TABLE>
<CAPTION>
                                                                         As of December 31
                                                  --------------------------------------------------------------
                                                                2001                              2000
                                                  --------------------------------------------------------------
                                                       Carrying          % of           Carrying          % of
                                                        Value            Total           Value            Total
                                                  --------------------------------------------------------------
                                                      (in millions)                    (in millions)
<S>                                                     <C>             <C>              <C>             <C>
Apartment........................................       $ 1,590.3        16.5%           $ 1,738.9        18.0%
Office Buildings.................................         2,578.3        26.6              2,283.3        23.6
Retail...........................................         1,419.3        14.7              1,424.4        14.8
Agricultural.....................................         2,476.0        25.6              2,510.6        26.0
Industrial.......................................           804.0         8.3                777.8         8.0
Hotels...........................................           448.4         4.6                412.1         4.3
Multi-Family.....................................             1.8         0.1                  2.5         0.1
Mixed Use........................................           107.3         1.1                274.7         2.8
Other............................................           241.6         2.5                235.1         2.4
                                                  --------------------------------------------------------------
     Total.......................................       $ 9,667.0       100.0%           $ 9,659.4       100.0%
                                                  ==============================================================
</TABLE>

      The following table shows the distribution of the Company's mortgage loan
portfolio by geographical region, as defined by the American Council of Life
Insurers (ACLI).

                        Mortgage Loans -- By ACLI Region

<TABLE>
<CAPTION>
                                                                       As of December 31
                                                 -------------------------------------------------------------
                                                                 2001                              2000
                                                 -------------------------------------------------------------
                                                      Number     Carrying     % of      Carrying        % of
                                                      Of Loans    Value       Total       Value         Total
                                                 -------------------------------------------------------------
                                                             (in millions)            (in millions)
<S>                                                   <C>     <C>             <C>      <C>              <C>
East North Central...............................       137   $ 1,061.7        11.0%   $ 1,101.0         11.4%
East South Central...............................        38       457.7         4.7        530.4          5.5
Middle Atlantic..................................       114     1,478.2        15.3      1,481.3         15.3
Mountain.........................................        88       414.3         4.3        401.9          4.2
New England......................................       121       884.8         9.2        838.6          8.7
Pacific..........................................       257     1,802.2        18.6      1,969.0         20.4
South Atlantic...................................       196     2,082.3        21.5      2,048.6         21.2
West North Central...............................        70       382.0         4.0        368.2          3.8
West South Central...............................       142       900.2         9.3        817.2          8.5
Canada...........................................         7       203.6         2.1        103.2          1.0
                                                 -------------------------------------------------------------
     Total.......................................     1,170   $ 9,667.0       100.0%   $ 9,659.4        100.0%
                                                 =============================================================
</TABLE>

      The allowance for losses on mortgage loans on real estate and real estate
to be disposed of is maintained at a level that is adequate enough to absorb
estimated probable credit losses. Management's periodic evaluation of the
adequacy of the allowance for losses is based on past experience, known and
inherent risks, adverse situations that may affect the borrower's ability to
repay (including the timing of future payments), the estimated value of the
underlying security, the general composition of the portfolio, current economic
conditions and other factors. This evaluation is inherently subjective and is
susceptible to significant changes and no assurance can be given that the
allowances taken will in fact be adequate to cover all losses or that additional
valuation allowances or asset write-downs will not be required in the future.
The portion of the investment valuation allowance for the mortgage loan
portfolio was $112.8 million, or 1.2% of carrying value before reserves and
$81.6 million, or 0.8% of carrying value before reserves as of December 31, 2001
and 2000, respectively. The portion of the investment valuation allowance for
our real estate to be disposed of was $83.6 million, or 18.0% of carrying value
before reserves and $43.5 million, or 8.9% of carrying value before reserves as
of December 31, 2001 and 2000, respectively.


                                       60
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

Investment Results

      Overall, the yield, net of investment expenses, on the general account
portfolio decreased from the year ended December 31, 2000 compared to December
31, 2001. The decrease in portfolio yield in 2001 was driven primarily by the
sharp drop in short-term interest rates during the year. As of December 31,
2001, we had $8.9 billion of exposure to short-term LIBOR rates, mostly created
through interest rate swaps designed to match our portfolio with an increasing
volume of floating rate liabilities. As a result, at least two-thirds of the
decline in portfolio yields is offset dollar for dollar by declining payments on
floating rate liabilities. The actual balance of cash and short-terms declined
during 2001, offsetting some of the decline in portfolio yield that would
otherwise have occurred. In addition, the overall decline in interest rates
during 2001 reduced yields on new acquisitions relative to those on maturing
investments, as the 10-year U.S. Treasury rate averaged 101 basis points lower
than in 2000 while BAA spreads narrowed by 11 basis points.

      The yield, net of investment expenses, on the general account portfolio
increased from the year ended December 31, 1999 compared to December 31, 2000.
The portfolio yield in 2000 benefited from higher U.S Treasury rates and
relatively wide spreads in both the public and private sector. Indicative of
this environment, the 10-year U.S. Treasury rate increased 34 basis points from
1999 to 2000, while typical BAA spreads increased 42 basis points.

      The following table summarizes the Company's investment results for the
periods indicated:

<TABLE>
<CAPTION>
                                                                For the Years Ended
                                                                    December 31
                                      -----------------------------------------------------------------------
                                             2001                      2000                     1999
                                       Yield     Amount         Yield      Amount         Yield      Amount
                                      -----------------------------------------------------------------------
                                             (in millions)              (in millions)            (in millions)
<S>                                    <C>     <C>               <C>     <C>               <C>     <C>
General account assets-
excluding policy loans
   Gross income ...............        7.79%   $ 3,768.3         8.44%   $ 3,706.3         8.53%   $ 3,569.7
   Ending assets-excluding
     policy loans .............                 51,387.5                  45,501.9                  42,288.7
Policy loans
   Gross income ...............        6.20%       118.4         5.99%       112.7         5.70%       105.3
Ending assets .................                  1,927.0                   1,894.9                   1,865.2
   Total gross income .........        7.73%     3,886.7         8.34%     3,819.0         8.41%     3,675.0
     Less: investment expenses.                   (240.5)                   (255.1)                   (336.1)
                                               ---------                 ---------                 ---------
       Net investment income ..        7.25%   $ 3,646.2         7.79%   $ 3,563.9         7.64%   $ 3,338.9
                                               =========                 =========                 =========
</TABLE>

Liquidity and Capital Resources

      Liquidity describes the ability of a company to generate sufficient cash
flows to meet the cash requirements of business operations. Historically, our
principal cash flow sources have been premiums, deposits and charges on policies
and contracts, investment income, maturing investments, and proceeds from sales
of investment assets. In addition to the need for cash flow to meet operating
expenses, our liquidity requirements relate principally to the liabilities
associated with our various life insurance, annuity, and structured investment
products, and to the funding of investments in new products, processes, and
technologies. Our product liabilities include the payment of benefits under life
insurance, annuity and structured investment products and the payment of policy
surrenders, withdrawals and policy loans. The Company periodically adjusts its
investment policy to respond to changes in short-term and long-term cash
requirements and provide adequate funds to pay benefits without forced sales of
investments.

      John Hancock Life Insurance Company is wholly-owned by, and the primary
operating subsidiary of, John Hancock Financial Services, Inc. (JHFS). As an
insurance holding company, JHFS is reliant on dividends of the Company for its
operating cash flows. State insurance laws generally restrict the ability of
insurance companies to pay cash dividends in excess of prescribed limitations
without prior approval from the applicable state insurance commissioner. The
Company's limit is the greater of 10% of the statutory surplus or the prior
calendar year's statutory net gain from operations. The ability of the Company
to pay shareholder dividends is and will continue to be subject to restrictions
set forth in the insurance laws and regulations of Massachusetts, its
domiciliary state. The Massachusetts insurance law limits how and when the
Company can pay shareholder dividends. The Company, in the future, could also


                                       61
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

be viewed as being commercially domiciled in New York. If so, dividend payments
may also be subject to New York's holding company act as well as Massachusetts
law.

      Currently, the Company does not expect such regulatory requirements to
impair its ability to dividend sufficient cash flows to sustain JHFS' liquidity
and capital needs. However, the Company can give no assurance it will declare or
pay dividends on a regular basis.

      In March and December 2001, the Commissioner of Insurance for the
Commonwealth of Massachusetts approved, and the Company paid, dividends to JHFS
in the amount of $250.0 million and $479.5 million, respectively. The March
dividend was a cash transfer. The December dividend was a transfer of the
Company's remaining ownership of John Hancock Canadian Holdings and also of
certain international subsidiaries held by the Company. None of these dividends
were classified as extraordinary by state regulators.

      The liquidity of our insurance operations is also related to the overall
quality of our investments. As of December 31, 2001, $32,612.8 million, or 87.4%
of the fixed maturity securities held by us and rated by Standard & Poor's
Ratings Services, a division of the McGraw-Hill Companies, Inc. (S&P) or the
National Association of Insurance Commissioners were rated investment grade (BBB
or higher by S&P or 1 or 2 by the National Association of Insurance
Commissioners). The remaining $4,691.0 million, or 12.6% of fixed maturity
investments were rated non-investment grade. For additional discussion of our
investment portfolio see the General Account Investments section above in this
Management's Discussion and Analysis of Financial Condition and Results of
Segment Operations.

      We employ an asset/liability management approach tailored to the specific
requirements of each of our product lines. Each product line has an investment
strategy based on the specific characteristics of the liabilities in the product
line. As part of this approach, we develop investment policies and operating
guidelines for each portfolio based upon the return objectives, risk tolerance,
liquidity, and tax and regulatory requirements of the underlying products and
business segments.

      Net cash provided by operating activities was $2,774.9 million, $2,043.2
million, and $1,567.0 million for the years ended December 31, 2001, 2000 and
1999, respectively. The $731.7 million increase in 2001 as compared to 2000 is
largely attributable to the net increase in policy reserves of $525.6 million
and increased net realized investment and other gains of $324.1 million
partially offset by a decrease in earnings of $218.3 million and income taxes of
$141.3 million and an increase in other assets net of other liabilities. The net
increase in 2000 as compared to 1999 is primarily due to an increase in net
income of $666.3 million.

      Net cash used in investing activities was $6,551.1 million, $1,371.8
million and $1,837.7 million for the years ended December 31, 2001, 2000, and
1999, respectively. The net cash used in investing activities increased by
$5,179.3 million in 2001 compared to 2000 primarily due to increases in net
acquisitions of fixed maturities. The decrease in cash used in 2000 compared to
1999 resulted primarily from a decrease in net acquisitions of fixed maturity
securities.

      Net cash provided by financing activities was $1,835.2 million, $691.9
million and $117.2 million, for the years ended December 31, 2001, 2000 and
1999, respectively. The increase in 2001 as compared to 2000 is attributed to a
larger increase in universal life and investment-type contract deposits of
$2,602.1 million, as compared to increase of cash payments on withdrawals of
$1,237.6 million. The increase in 2000 as compared to 1999 resulted from a
reduction in cash payments made on withdrawals of universal life insurance and
investment-type contracts offset somewhat by a reduction in cash deposits
withdrawals of universal life insurance and investment-type contracts.

      Cash flow requirements also are supported by a committed line of credit of
$1.0 billion. The line of credit agreement provides for two facilities: one for
$500 million pursuant to a 364-day commitment (subject to renewal) and a second
for $500 million pursuant to a multi-year facility (renewable in 2005). The line
of credit is available for general corporate purposes. The line of credit
agreement contains various covenants, among these being that shareholder's
equity meet certain requirements. To date, we have not borrowed any amounts
under the line of credit.

      As of December 31, 2001, we had $743.3 million of debt outstanding
consisting of $447.3 million of surplus notes, and $296.0 million of other notes
payable. A new commercial paper program has been established at the Company that
has replaced the commercial paper program that was in place at the Company's
indirect subsidiary, John Hancock Capital Corporation, and there were no
commercial paper borrowings outstanding at December 31, 2001.


                                       62
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

      A primary liquidity concern with respect to life insurance and annuity
products is the risk of early policyholder and contractholder withdrawal. The
following table summarizes our annuity policy reserves and deposit fund
liabilities for the contractholder's ability to withdraw funds for the indicated
periods:

<TABLE>
<CAPTION>
                                                                      As of December 31
                                                        ----------------------------------------------
                                                                 2001                    2000
                                                        ----------------------  ----------------------
                                                           Amount         %        Amount          %
                                                        ------------   -------  -----------     ------
                                                       (in millions)           (in millions)
<S>                                                     <C>             <C>      <C>             <C>
Not subject to discretionary withdrawal provisions ..   $25,846.3        81.7%   $21,395.1        79.2%
Subject to discretionary withdrawal adjustment:
   With market value adjustment .....................         7.6         0.0        824.2         3.0
   At contract value ................................     2,312.4         7.3      1,888.6         7.0
Subject to discretionary withdrawal at contract value
   less surrender charge ............................     3,493.3        11.0      2,928.1        10.8
                                                        ----------------------------------------------
Total annuity reserves and deposit funds liability ..   $31,659.6       100.0%   $27,036.0       100.0%
                                                        ==============================================
</TABLE>

      Individual life insurance policies are less susceptible to withdrawal than
are individual annuity contracts because policyholders may incur surrender
charges and undergo a new underwriting process in order to obtain a new
insurance policy. Annuity benefits under group annuity contracts are generally
not subject to early withdrawal. As indicated in the table above, there is a
substantial percentage of annuity reserves and deposit fund liabilities that are
not subject to withdrawal. As a matter of policy, we seek to include provisions
limiting withdrawal rights from general account institutional structured
investment products. These include GICs and funding agreements sold to plan
sponsors where the contract prohibits the contractholder from making withdrawals
other than on a scheduled maturity date. In addition, none of these obligations
can be accelerated based on any change in the Company's credit rating.

      Individual life insurance policies (other than term life insurance
policies) increase in cash value over their lives. Policyholders have the right
to borrow from us an amount generally up to the cash value of their policy at
any time. As of December 31, 2001, we had approximately $17.7 billion in cash
values in which policyholders have rights to policy loans. The majority of cash
values eligible for policy loans are at variable interest rates which are reset
annually on the policy anniversary. Moreover, a portion of our fixed interest
rate policy loans have features that provide for reduced crediting rates on the
portion of cash values loaned. The amount of policy loans has remained
consistent over the past three years, at approximately $1.9 billion, $1.6
billion of which are in the closed block at December 31, 2001.

      The following table summarizes the Company's information about contractual
obligations by due date as of December 31, 2001. Contractual obligations of the
Company are those obligations fixed by agreement as to dollar amount and date of
payment. These obligations are inputs into the Company's asset liability
management system described elsewhere in this document. Other commercial
commitments are those commitments entered into by the Company with known
expiration dates. No such other commercial commitments existed at December 31,
2001.

<TABLE>
<CAPTION>
                                                                 Payments due by period
                                            --------------------------------------------------------------
                                                        Less than
                                              Total      1 year     1-3 years    4-5 years   After 5 years
                                              -----      ------     ---------    ---------   -------------
                                                                (in millions)
<S>                                         <C>         <C>         <C>          <C>             <C>
Debt ..................................     $   743.3   $   124.6   $    63.7    $    32.9       $   522.1
GIC's .................................       7,763.4     1,920.0     3,319.6      1,299.5         1,224.3
Funding agreements ....................      12,281.0       426.7     3,293.5      4,251.5         4,309.3
Institutional structured settlements ..       1,283.7         9.5        25.3         29.4         1,219.5
Annuity certain .......................      13,519.9       650.2     1,363.7      1,160.3        10,345.7
Investment commitments ................       1,222.8     1,222.8          --           --              --
Operating lease obligations ...........         103.2        21.2        34.7         17.4            29.9
                                            --------------------------------------------------------------
   Total contractual cash obligations .     $36,917.3   $ 4,375.0   $ 8,100.5    $ 6,791.0       $17,650.8
                                            ==============================================================
</TABLE>


                                       63
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

      The risk-based capital standards for life insurance companies, as
prescribed by the National Association of Insurance Commissioners, establish a
risk-based capital ratio comparing adjusted surplus to required surplus for each
of our United States domiciled insurance subsidiaries. If the risk-based capital
ratio falls outside of acceptable ranges, regulatory action may be taken ranging
from increased information requirements to mandatory control by the domiciliary
insurance department. The risk-based capital ratios of all our insurance
subsidiaries as of December 31, 2001, were above the ranges that would require
regulatory action.

      We maintain reinsurance programs designed to protect against large or
unusual losses. Based on our periodic review of our reinsurers' financial
statements, financial strength ratings and reputations in the reinsurance
marketplace, we believe that our reinsurers are financially sound, and,
therefore, that we have no significant exposure to uncollectible reinsurance in
excess of uncollectible amounts recognized in our audited consolidated financial
statements.

      Given the historical cash flow of our subsidiaries and current financial
results, management believes that the cash flow from the operating activities
over the next year will provide sufficient liquidity for our operations, as well
as to satisfy debt service obligations and to pay other operating expenses.
Although we anticipate that we will be able to meet our cash requirements, we
can give no assurances in this regard.

ITEM 7A. Quantitative and Qualitative Disclosure about Market Risk

Capital Markets Risk Management

      The Company maintains a disciplined, comprehensive approach to managing
capital market risks inherent in its business and investment operations.

      To mitigate capital market risks, and effectively support Company
objectives, investment operations are organized and staffed to focus investment
management expertise on specific classes of investments, with particular
emphasis placed on private placement markets. In addition, a dedicated unit of
asset/liability risk management (ALM) professionals centralizes the
implementation of the Company's and its subsidiaries' implementation of the
interest rate risk management program. As an integral component of its ALM
program, derivative instruments are used in accordance with risk reduction
techniques established through Company policy and with formal approval granted
from the New York Insurance Department. The Company's use of derivative
instruments is monitored on a regular basis by the Company's Investment
Compliance Department and reviewed quarterly with senior management and the
Committee of Finance.

      The Company's principal capital market exposures are credit and interest
rate risk, which includes the impact of inflation, although we have certain
exposures to changes in equity prices and foreign currency exchange rates.
Credit risk pertains to the uncertainty associated with the ability of an
obligor or counterparty to continue to make timely and complete payments of
contractual principal and interest. Interest rate risk pertains to the change in
fair value that occurs within fixed maturity securities or liabilities as market
interest rates move. Equity and foreign currency risk pertain to price
fluctuations, associated with the Company's ownership of equity investments or
non-US dollar denominated investments and liabilities, driven by dynamic market
environments.

Credit Risk

      The Company manages the credit risk inherent in its fixed maturity
securities by applying strict credit and underwriting standards, with specific
limits regarding the proportion of permissible below investment grade holdings.
We also diversify our fixed maturity securities with respect to investment
quality and credit concentration. Concentrations are monitored with respect to
issuer, industry, geographic location, and loan property-type. Where possible,
consideration of external measures of creditworthiness, such as ratings assigned
by nationally recognized rating agencies, supplement our internal credit
analysis. The Company uses simulation models to examine the probability
distribution of credit losses to ensure that it can readily withstand feasible
adverse scenarios. In certain limited circumstances the Company may use the
credit derivatives market to exchange credit risk for fixed rate payments if it
believes this approach is more efficient than entering into a cash-based
security transaction. In addition, the Company periodically examines, on various
levels of aggregation, its actual default loss experience on significant asset
classes to determine if the losses are consistent with the (1) levels assumed in
product pricing, (2) ACLI loss experience and (3) rating agencies'
quality-specific cohort default data. These tests have generally found the
Company's aggregate experience to be favorable relative to these external
benchmarks and consistent with priced-for-levels. The Company evaluates fixed
income securities on a case by case basis for issues of collectibility. The
Company's bond analysts operate in an industry-based, team-oriented structure
that facilitates the evaluation of the Company's entire fixed income holdings
quarterly and formal presentations to management twice annually. In addition,
trading levels of publicly traded


                                       64
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

securities and other market factors and industry trends are followed and their
impact on individual credits are assessed as they occur. Indenture covenants
which provide the Company additional protection in the event of credit
deterioration are also monitored continuously. When as a result of any of these
analyses, management believes that the collectibility of any amounts owed is
other than temporarily impaired, the underlying asset is written down to fair
value.

      As of December 31, 2001, the Company's fixed maturity portfolio was
comprised of 87.4% investment grade securities and 12.6% below-investment-grade
securities. These percentages are consistent with recent experience and
indicative of the Company's long-standing investment philosophy of pursuing
moderate amounts of credit risk in anticipation of earning higher expected
returns. We believe that credit risk can be successfully managed given our
proprietary credit evaluation models and experienced personnel. For additional
information regarding the credit quality of the Company's portfolio see Note 3
to our consolidated financial statements and Management's Discussion and
Analysis of Financial Condition and Results of Segment Operations.

Interest Rate Risk

      The Company maintains a tightly controlled approach to managing its
potential interest rate risk. Interest rate risk arises from many of our primary
activities, as we invest substantial funds in interest-sensitive assets to
support the issuance of our various interest-sensitive liabilities, primarily
within our Protection, Asset Gathering and Guaranteed and Structured Financial
Products Segments.

      We manage interest rate sensitive segments of our business, and their
supporting investments, under one of two broadly defined risk management methods
designed to provide an appropriate matching of assets and liabilities. For
guaranteed rate products, where contractual liability cash flows are highly
predictable (e.g., GICs or immediate annuities) we apply sophisticated
duration-matching techniques to manage the segment's exposure to both parallel
and non-parallel yield curve movements. Typically this approach involves a
duration mismatch tolerance of less than +/- .05 years, with other techniques
used for limiting exposure to non-parallel risk. Duration measures the
sensitivity of the fair value of assets and liabilities to changes in interest
rates. For example, should interest rates increase by 100 basis points, the fair
value of an asset with a 5-year duration is expected to decrease in value by
approximately 5.0%. For non-guaranteed rate products we apply scenario-modeling
techniques to develop investment policies with what we believe to be the optimal
risk/return tradeoff given our risk constraints. Each scenario is based on near
term reasonably possible hypothetical changes in interest rates that illustrate
the potential impact of such events.

      We project asset and liability cash flows on guaranteed rate products and
then discount them against credit-specific interest rate curves to attain fair
values. Duration is then calculated by re-pricing these cash flows against a
modified or "shocked" interest rate curve and evaluating the change in fair
value versus the base case. As of December 31, 2001, the fair value of fixed
maturity securities and mortgage loans supporting duration managed liabilities
was approximately $27,788.4 million.

      The risk management method for non-guaranteed rate products, such as whole
life insurance or single premium deferred annuities, is less formulaic, but more
complex, due to the less predictable nature of the liability cash flows. For
these products, we manage interest rate risk based on scenario-based portfolio
modeling that seeks to identify the most appropriate investment strategy given
probable policyholder behavior and liability crediting needs under a wide range
of interest rate environments. As of December 31, 2001, the fair value of fixed
maturity securities and mortgage loans supporting liabilities managed under this
modeling was approximately $23,091.2 million

Derivative Instruments

      The Company uses a variety of derivative financial instruments, including
swaps, caps, floors, and exchange traded futures contracts, in accordance with
Company investment policy. Permissible derivative applications include the
reduction of economic risk (i.e., hedging) related to changes in yields, prices,
cash flows, and currency exchange rates. In addition, certain limited
applications of income generation are allowed. Examples of this type of use
include the purchase of call options to offset the sale of embedded options in
Company liability issuance or the purchase of swaptions to offset the purchase
of embedded put options in certain investments. The Company does not make a
market or trade derivatives for speculative purposes.

      As of January 1, 2001, SFAS No. 133 became effective for all companies
reporting under GAAP in the United States. Briefly stated, SFAS No. 133 requires
that all derivative instruments must be recorded as either assets or liabilities
on the Company's balance sheet, with quarterly recognition thereafter of changes
in derivative fair values through its income statement. The income effect of
derivatives that meet all requirements of a "qualified hedge" under SFAS No. 133
guidance may be offset, in part or in its entirety, by recognition of changes in
fair value on specifically identified underlying hedged-items. These
hedged-items must be identified at the inception of the hedge and may


                                       65
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

consist of assets, liabilities, firm commitments or forecasted transactions.
Depending upon the designated form of the hedge (i.e., fair value or cash flow),
changes in fair value must either be recorded immediately through income or
through shareholder's equity (Other Comprehensive Income) for subsequent
amortization into income.

      In preparing for the implementation of SFAS No. 133, the Company invested
significant time and resources to achieve two primary objectives. First,
preserving the ability to hedge economic risks inherent in its business
operations, with assurance that such hedges were structured in a SFAS No. 133
compliant fashion. Second, the reduction of income volatility arising from
"ineffective" or less than perfect hedges, whereby income from hedged-item fair
value recognition only partially offsets income from derivatives fair value
recognition. In the course of achieving these objectives the Company undertook
an extensive examination of its derivatives hedging program. The examination
identified two areas where the Company's risk management applications required
adjustment to accommodate the requirements of SFAS No. 133. Each of these
hedging applications was modified so as to retain its economic effectiveness and
achieve compliance with SFAS No. 133. In addition, the examination proved
beneficial in several other ways, including the implementation and customization
of a vendor derivatives valuation and accounting software, improved front and
back office derivatives capabilities, refinement of responsibilities to ensure
appropriate separation of duties, and enhanced derivatives compliance
procedures.

      Through the year ended December 31, 2001, the reported income volatility
attributable to SFAS No. 133 accounting treatment was $(16.3) million and well
in line with our pre-SFAS No. 133 implementation expectations. We also reported
income volatility of $2.3 million during 2001 due to GAAP derivatives accounting
treatment on options that predated SFAS No. 133. This volatility relates to the
"inherent ineffectiveness" associated with marking-to-market each quarter
out-of-the-money interest rate and equity options. These options hedge interest
rate and equity risks present in certain of our asset and liability portfolios.
The Company continues to seek process improvements to further reduce expected
income volatility, without unduly hindering our objective of aggressively
managing economic risks inherent in its lines of business.

      The Company's Investment Compliance Unit monitors all derivatives activity
for consistency with internal policies and guidelines. All derivatives trading
activity is reported monthly to the Company's Committee of Finance for review,
with a comprehensive governance report provided jointly each quarter by the
Company's Derivatives Supervisory Officer and Chief Investment Compliance
Officer. The table below reflects the Company's derivative positions hedging
interest rate risk as of December 31, 2001.

     The notional amounts in the table represent the basis on which pay or
receive amounts are calculated and are not reflective of credit risk. These fair
value exposures represent only a point in time and will be subject to change as
a result of ongoing portfolio and risk management activities.

<TABLE>
<CAPTION>
                                                              As of December 31, 2001
                             --------------------------------------------------------------------------
                                                                             Fair Value
                                          Weighted-    ------------------------------------------------
                               Notional  Average Term  -100 Basis Point     As of      +100 Basis Point
                                Amount     (Years)        Change (2)       12/31/01        Change (2)
                               --------  ------------  ----------------    --------    ----------------
                                                (in millions, except for Weighted-Average Term)

<S>                           <C>            <C>         <C>               <C>             <C>
Interest rate swaps .....     $13,397.2      7.8         $(632.2)          $(361.2)        $(97.9)
CMT swaps ...............         353.0      1.0             8.4               8.3            8.3
Futures contracts (1) ...         310.7      6.0            (6.0)             (1.0)           5.7
Interest rate caps ......         297.0      5.4             1.9               3.6            6.6
Interest rate floors ....       8,328.0      8.3           120.0              56.5           30.7
Swaptions ...............          30.0     23.4            (3.0)             (1.3)          (0.5)
                              ---------                  ----------------------------------------

      Totals ............     $22,715.9      7.9         $(510.9)          $(295.1)        $(47.1)
                              =========                  ========================================
</TABLE>


                                       66
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

(1)   Represents the notional value on open contracts as of December 31, 2001.

(2)  The selection of a 100 basis point immediate change in interest rates
     should not be construed as a prediction by us of future market events but
     rather as an illustration of the potential impact of such an event.

     Our non-exchange-traded derivatives are exposed to the possibility of loss
from a counterparty failing to perform its obligations under terms of the
derivative contract. We believe the risk of incurring losses due to
nonperformance by our counterparties is remote. To manage this risk, Company
procedures include the (a) on-going evaluation of each counterparty's credit
ratings, (b) the application of credit limits and monitoring procedures based on
an internally developed, scenario-based risk assessment system, (c) quarterly
reporting of each counterparty's "potential exposure", (d) master netting
agreements, and (e) the use of collateral agreements. Futures contracts trade on
organized exchanges and have effectively no credit risk.

Equity Risk

Equity risk is the possibility that we will incur economic losses due to adverse
changes in a particular common stock or warrant. In order to reduce our exposure
to market fluctuations on some of our common stock portfolio, we use equity
collar agreements. These equity collar agreements limit the market value
fluctuations on their underlying equity securities. Our equity collars are
comprised of an equal number of purchased put options and written call options,
each with strike rates equidistant from the stock price at the time the contract
is established. As of December 31, 2001, the fair value of our common stock
portfolio was $563.7 million. The fair value of our equity collar agreements as
of December 31, 2001 was $(2.2) million. A hypothetical 15% decline in the
December 31, 2001 value of the equity securities hedged with equity collar
agreements would result in an unrealized loss of approximately $3.6 million. The
selection of a 15% immediate change in the value of equity securities should not
be construed as a prediction by us of future market events but rather as an
illustration of the potential impact of such an event. The fair value of any
unhedged common stock holdings will rise or fall with equity market and
company-specific trends. In certain cases the Company classifies its equity
holdings as trading securities. These holdings are marked-to-market through the
income statement, creating investment income volatility that is effectively
neutralized by changes in corresponding liability reserves.

Foreign Currency Risk

     Foreign currency risk is the possibility that we will incur economic losses
due to adverse changes in foreign currency exchange rates. This risk arises in
part from our international operations and the issuance of certain foreign
currency-denominated funding agreements sold to non-qualified institutional
investors in the international market. We apply currency swap agreements to
hedge the exchange risk inherent in our investments and funding agreements
denominated in foreign currencies. We also own fixed maturity securities that
are denominated in foreign currencies. We use derivatives to hedge the foreign
currency risk of these securities (both interest and principal payments). At
December 31, 2001, the fair value of our foreign currency denominated fixed
maturity securities was approximately $707.8 million. The fair value of our
currency swap agreements at December 31, 2001 supporting foreign denominated
bonds was $42.6 million.

     We estimate that as of December 31, 2001, a hypothetical 10% immediate
change in each of the foreign currency exchange rates to which we are exposed,
including the currency swap agreements, would result in no material change to
the net fair value of our foreign currency-denominated instruments identified
above. The selection of a 10% immediate change in all currency exchange rates
should not be construed as a prediction by us of future market events but rather
as an illustration of the potential impact of such an event.

      The modeling technique we use to calculate our exposure does not take into
account correlation among foreign currency exchange rates or correlation among
various markets. Our actual experience may differ from the results noted above
due to the correlation assumptions utilized or if events occur that were not
included in the methodology, such as significant illiquidity or other market
events.

Effects of Inflation

      Inflation has not been a material factor in our operations during the past
decade in terms of our investment performance, expenses, or product sales.


                                       67
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

ITEM 8. Financial Statements and Supplementary Data

      See Index to Consolidated Financial Statements and Schedules elsewhere in
this Form 10-K.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

      None.

PART III

ITEM 10. Directors and Executive Officers of John Hancock Life Insurance Company

     Omitted.

ITEM 11. Executive Compensation

     Omitted.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management

     Omitted.

ITEM 13. Certain Relationships and Related Transactions

     Omitted.

PART IV

ITEM 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K

(a)   Documents filed as part of this report:

      1.    CONSOLIDATED FINANCIAL STATEMENTS. See Index to Audited Consolidated
            Financial Statements and Schedules included elsewhere herein.
      2.    CONSOLIDATED FINANCIAL STATEMENT SCHEDULES. See Index to Audited
            Consolidated Financial Statements and Schedules included elsewhere
            herein.
      3.    EXHIBITS. See Exhibit Index elsewhere in this Form 10-K.

(b)   Reports on Form 8-K.

There were no reports on Form 8-K filed for John Hancock Life Insurance Company
during the fourth quarter of 2000.

(b)   Exhibits


                                       68
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

               INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Auditors...............................................F-2

Audited Consolidated Financial Statements:

Consolidated Balance Sheets as of December 31, 2001 and 2000.................F-3

Consolidated Statements of Income for the Years Ended
      December 31, 2001, 2000 and 1999.......................................F-5

Consolidated Statements of Changes in Shareholder's Equity and
      Comprehensive Income for the Years Ended December 31, 2001,
      2000 and 1999..........................................................F-6

Consolidated Statements of Cash Flows for the Years Ended
      December 31, 2001, 2000 and 1999.......................................F-7

Notes to Consolidated Financial Statements...................................F-9


                                      F-1
<PAGE>

                         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, 2001 and 2000, and the related
consolidated statements of income, changes in shareholder's equity and
comprehensive income, and cash flows for each of the three years in the period
ended December 31, 2001. 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, 2001 and 2000, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2001, 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.

As discussed in Note 1 to the consolidated financial statements, in 2001 the
Company changed its method of accounting for its employee pension plan and
postretirement health and welfare plans, derivatives and certain long-duration
participating contracts.

                                                           /s/ ERNST & YOUNG LLP

Boston, Massachusetts
March 1, 2002


                                      F-2
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

                           CONSOLIDATED BALANCE SHEETS

                                                                December 31
                                                              2001       2000
                                                           ---------------------
                                                               (in millions)

Assets

Investments - Notes 3 and 4
Fixed maturities:
   Held-to-maturity--at amortized cost
   (fair value: 2001--$1,908.2; 2000--$13,965.8) .......   $ 1,923.5   $14,145.1
   Available-for-sale--at fair value
   (cost: 2001--$35,778.0; 2000--$15,822.4) ............    36,072.1    15,925.4
Equity securities:
   Available-for-sale--at fair value
   (cost: 2001--$433.1; 2000--$587.6) ..................       562.3       846.1
   Trading securities--at fair value
   (cost: 2001--$2.7; 2000--$1.1) ......................         1.4         1.6
Mortgage loans on real estate ..........................     9,667.0     9,659.4
Real estate ............................................       380.4       447.9
Policy loans ...........................................     1,927.0     1,894.9
Short-term investments .................................        78.6       174.9
Other invested assets ..................................     1,676.9     1,335.2
                                                           ---------------------

     Total Investments .................................    52,289.2    44,430.5

Cash and cash equivalents ..............................     1,025.3     2,966.3
Accrued investment income ..............................       745.9       699.4
Premiums and accounts receivable .......................       117.2       129.0
Deferred policy acquisition costs ......................     3,186.3     3,027.1
Reinsurance recoverable - Note 9 .......................     2,464.3     1,905.9
Other assets ...........................................     2,298.4     1,946.8
Separate accounts assets ...............................    18,998.1    23,307.0
                                                           ---------------------

     Total Assets ......................................   $81,124.7   $78,412.0
                                                           =====================

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


                                      F-3
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

                   CONSOLIDATED BALANCE SHEETS -- (CONTINUED)

                                                                 December 31
                                                              2001        2000
                                                           ---------------------
                                                               (in millions)
Liabilities and Shareholder's Equity

Liabilities
Future policy benefits .................................   $29,715.0   $26,726.8
Policyholders' funds ...................................    20,530.3    18,543.1
Unearned revenue .......................................       346.0       323.1
Unpaid claims and claim expense reserves ...............       203.8       256.4
Dividends payable to policyholders .....................       472.8       453.7
Short-term debt - Note 7 ...............................       124.6       245.3
Long-term debt - Note 7 ................................       618.7       534.0
Income taxes - Note 5 ..................................       803.9       526.3
Other liabilities ......................................     3,675.5     2,370.7
Separate accounts liabilities ..........................    18,998.1    23,307.0
                                                           ---------------------

     Total Liabilities .................................    75,488.7    73,286.4

Minority interest - Note 8 .............................        28.8          --

Commitments and contingencies - Note 11

Shareholder's Equity - Note 12
Common stock, $10,000 par value; 1,000 shares
   authorized and outstanding ..........................        10.0        10.0
Additional paid in capital .............................     4,763.4     4,764.6
Retained earnings ......................................       608.2       284.3
Accumulated other comprehensive income (loss) ..........       225.6        66.7
                                                           ---------------------
     Total Shareholder's Equity ........................     5,607.2     5,125.6
                                                           ---------------------

     Total Liabilities and Shareholder's Equity ........   $81,124.7   $78,412.0
                                                           =====================

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


                                      F-4
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

                        CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                                     Years Ended December 31
                                                                                   2001        2000       1999
                                                                                 -------------------------------
                                                                                          (in millions)
<S>                                                                              <C>         <C>        <C>
Revenues
   Premiums ..................................................................   $2,351.9    $2,390.7   $2,021.4
   Universal life and investment-type product charges ........................      600.8       591.4      560.9
   Net investment income - Note 3 ............................................    3,646.2     3,563.9    3,338.9
   Net realized investment and other gains (losses), net of related
     amortization of deferred policy acquisition costs, amounts
     credited to participating pension contractholders and
     the policyholder dividend obligation ($(4.1), $11.6 and $85.0,
     respectively) - Notes 1, 3 and 13 .......................................     (245.8)       78.3      169.6
   Investment management revenues, commissions and
     Other fees ..............................................................      585.1       746.5      672.5
   Other revenue (expense) ...................................................      185.8         3.4       (1.3)
                                                                                 -------------------------------
     Total revenues ..........................................................    7,124.0     7,374.2    6,762.0

Benefits and expenses
   Benefits to policyholders, excluding amounts related to net realized
     investment and other gains (losses) credited to participating pension
     contractholders and the policyholder dividend obligation ($25.3,
     $21.0, and $35.3, respectively) - Notes 1, 3 and 13 .....................    4,328.1     4,247.4    4,585.4
   Other operating costs and expenses ........................................    1,227.8     1,288.8    1,251.0
   Amortization of deferred policy acquisition costs, excluding
     amounts related to net realized investment and other gains (losses)
     ($(29.4) $(9.4) and $49.7, respectively) - Notes 1, 3 and 13 ............      249.0       187.1      125.0
   Dividends to policyholders ................................................      551.7       539.2      487.3
   Demutualization expenses ..................................................         --        10.6       96.2
                                                                                 -------------------------------
     Total benefits and expenses .............................................    6,356.6     6,273.1    6,544.9
                                                                                 -------------------------------

Income before income taxes and cumulative effect of
     accounting changes ......................................................      767.4     1,101.1      217.1

Income taxes - Note 5 ........................................................      200.7       308.9       81.5
                                                                                 -------------------------------

Income before cumulative effect of accounting changes ........................      566.7       792.2      135.6

Cumulative effect of accounting changes, net of income tax - Note 1 ..........        7.2          --       (9.7)
                                                                                 -------------------------------

Net income ...................................................................   $  573.9    $  792.2   $  125.9
                                                                                 ===============================
</TABLE>

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


                                      F-5
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

               CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S
                         EQUITY AND COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                            Additional                Accumulated Other     Total
                                               Common        Paid In       Retained     Comprehensive    Shareholder's  Outstanding
                                                Stock        Capital       Earnings     Income (Loss)       Equity        Shares
                                              -------------------------------------------------------------------------------------
                                                                     (in millions, except for share amounts)
<S>                                              <C>         <C>           <C>              <C>            <C>           <C>
Balance at January 1, 1999 .............            --             --      $ 4,226.6        $ 281.5        $4,508.1         --

  Comprehensive income:
   Net income ..........................                                       125.9                          125.9

   Other comprehensive income,
    net of tax:
     Net unrealized investment
      gains (losses) ...................                                                     (251.4)         (251.4)
     Foreign currency translation
      Adjustment .......................                                                       (1.8)           (1.8)
     Minimum pension liability .........                                                      (22.9)          (22.9)
                                                                                                           --------
  Comprehensive income .................                                                                     (150.2)
                                              -------------------------------------------------------------------------------------

Balance at December 31, 1999 ...........            --             --        4,352.5            5.4         4,357.9         --

  Demutualization transaction ..........         $10.0       $4,722.1       (4,394.4)                         337.7      1,000

  Comprehensive income:
   Net income before
    demutualization ....................                                        41.9                           41.9
   Net income after demutualization ....                                       750.3                          750.3
                                                                           ---------                       --------
    Net income .........................                                       792.2                          792.2

   Other comprehensive income,
    Net of tax:
     Net unrealized investment
      gains (losses) ...................                                                       54.6            54.6
     Foreign currency translation
      Adjustment .......................                                                       (1.5)           (1.5)
     Minimum pension liability .........                                                        8.2             8.2
                                                                                                           --------
  Comprehensive income .................                                                                      853.5

  Capital contributions from
    parent company .....................                         42.5                                          42.5
  Dividend paid to parent company ......                                      (466.0)                        (466.0)
                                              -------------------------------------------------------------------------------------

Balance at December 31, 2000  ..........          10.0        4,764.6          284.3           66.7         5,125.6      1,000

  Demutualization transactions .........                         (1.2)                                         (1.2)

  Comprehensive income:
   Net income ..........................                                       573.9                          573.9

   Other comprehensive income,
    Net of tax:
     Net unrealized investment gains
      (losses) .........................                                                      (81.1)          (81.1)
     Foreign currency translation
      adjustment .......................                                                        1.0             1.0
     Minimum pension liability .........                                                       15.2            15.2
     Cash flow hedges ..................                                                       (3.8)           (3.8)
                                                                                                           --------
  Comprehensive income .................                                                                      505.2

  Dividends paid to parent company .....                                      (250.0)                        (250.0)
  Change in accounting principles ......                                                      227.6           227.6
                                              -------------------------------------------------------------------------------------

Balance at December 31, 2001  ..........         $10.0       $4,763.4      $   608.2        $ 225.6        $5,607.2      1,000
                                              =====================================================================================
</TABLE>

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


                                      F-6
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                        Years Ended December 31
                                                                                 2001            2000             1999
                                                                              -------------------------------------------
                                                                                            (in millions)
<S>                                                                           <C>              <C>             <C>
Cash flows from operating activities:
  Net income ...........................................................      $    573.9       $   792.2       $    125.9
   Adjustments to reconcile net income to net cash
    provided by operating activities:
     Amortization of discount - fixed maturities .......................          (134.0)         (102.9)           (67.9)
     Net realized investment and other gains (losses), net .............           245.8           (78.3)          (169.6)
     Change in deferred policy acquisition costs .......................          (204.0)         (235.4)          (251.3)
     Depreciation and amortization .....................................            72.1            78.8             70.0
     Net cash flows from trading securities ............................             0.2            (0.1)              --
     Increase in accrued investment income .............................           (46.5)          (89.8)           (92.6)
     Decrease in premiums and accounts
      receivable .......................................................            11.8             8.4             32.0
     Increase in other assets and other liabilities, net ...............          (263.5)         (464.5)          (304.4)
     Increase in policy liabilities and accruals, net ..................         2,323.7         1,798.1          2,235.1
     Loss on sale of subsidiaries ......................................              --              --             21.3
     Increase (decrease) in income taxes ...............................           195.4           336.7            (31.5)
                                                                              -------------------------------------------

       Net cash provided by operating activities .......................         2,774.9         2,043.2          1,567.0

Cash flows from investing activities:
  Sales of:
    Fixed maturities held-to-maturity ..................................              --              --             24.3
    Fixed maturities available-for-sale ................................        16,058.9         4,360.5          9,567.7
    Equity securities available-for-sale ...............................           614.6           669.9            149.7
    Real estate ........................................................            53.8            59.8          1,277.1
    Short-term investments and other invested assets ...................           113.4            81.5            695.9
  Maturities, prepayments and scheduled redemptions of:
    Fixed maturities held-to-maturity ..................................           241.8         1,807.2          1,769.3
    Fixed maturities available-for-sale ................................         3,051.1         1,476.6          1,800.5
    Equity securities available-for-sale ...............................            35.9            13.4               --
    Short-term investments and other invested assets ...................           168.4           418.8            270.9
    Mortgage loans on real estate ......................................         1,342.0         1,447.4          1,304.3
  Purchases of:
    Fixed maturities held-to-maturity ..................................           (66.7)       (2,092.4)        (2,688.5)
    Fixed maturities available-for-sale ................................       (26,321.9)       (6,961.4)       (12,272.9)
    Equity securities available-for-sale ...............................          (285.8)         (425.3)          (283.6)
    Real estate ........................................................           (52.8)          (58.7)          (190.9)
    Short-term investments and other invested assets ...................          (448.5)         (784.8)          (649.1)
  Mortgage loans on real estate issued .................................        (1,204.5)       (1,499.9)        (2,348.0)
  Net cash (paid) received related to acquisition/sale of businesses ...           (28.2)          141.3           (206.5)
  Other, net ...........................................................           177.4           (25.7)           (57.9)
                                                                              -------------------------------------------

       Net cash used in investing activities ...........................      $ (6,551.1)      $(1,371.8)      $ (1,837.7)
</TABLE>

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


                                      F-7
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

              CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)

<TABLE>
<CAPTION>
                                                                                    Years Ended December 31
                                                                              2001            2000            1999
                                                                           -----------------------------------------
                                                                                         (in millions)
<S>                                                                        <C>             <C>             <C>
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 ...................................      $  (250.0)         (466.0)             --
  Universal life and investment-type contract deposits ..............       10,520.3         7,918.2       $ 8,134.9
  Universal life and investment-type contract maturities and
   withdrawals ......................................................       (8,271.8)       (7,034.2)       (7,977.7)
  Issuance of long-term debt ........................................           81.9            20.0             6.0
  Repayment of long-term debt .......................................          (22.9)          (73.2)          (15.5)
  Net decrease in commercial paper ..................................         (222.3)         (158.2)          (30.5)
                                                                           -----------------------------------------

   Net cash provided by financing activities ........................        1,835.2           691.9           117.2
                                                                           -----------------------------------------

   Net (decrease) increase in cash and cash equivalents .............       (1,941.0)        1,363.3          (153.5)

Cash and cash equivalents at beginning of year ......................        2,966.3         1,603.0         1,756.5
                                                                           -----------------------------------------

Cash and cash equivalents at end of year ............................      $ 1,025.3       $ 2,966.3       $ 1,603.0
                                                                           =========================================
</TABLE>

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


                                      F-8
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -- Summary of Significant Accounting Policies

Business

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.

Basis of Presentation

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 amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.

The accompanying consolidated financial statements include the accounts of the
Company and its majority-owned and controlled subsidiaries. All significant
intercompany transactions and balances have been eliminated.

Partnerships, joint venture interests and other equity investments in which the
Company does not have a controlling interest, but has significant influence, are
recorded using the equity method of accounting and are included in other
invested assets.

Certain prior year amounts have been reclassified to conform to the current year
presentation.

In December 2001, the Company transferred both its remaining portion of John
Hancock Canadian Holdings Limited and certain international subsidiaries held by
the Company, with a carrying value at December 31, 2001 of $300.1 million, to
its parent, JHFS, in the form of a dividend. The transfer has been accounted for
as a de-pooling of interests. As a result of the de-pooling of interests, all
current and prior period consolidated financial data has been restated to
exclude the results of operations, financial position, and cash flows of these
transferred foreign subsidiaries from the Company's financial statements. No
gain or loss was recognized on the transaction.

The following 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, if any, recorded as goodwill. These entities or
books of business were generally acquired by the Company in execution of its
plan to acquire businesses that have strategic value, meet its earnings
requirements and advance the growth of its current businesses. The unaudited pro
forma revenues, assuming the transactions had taken place at the beginning of
the year of acquisition and the preceding year, for 2001, 2000 and 1999, were
approximately $7,177.3 million, $7,714.1 million and $6,894.9 million, an
increase of $53.3 million, $248.7 million and $132.9 million, respectively, from
reported balances. The unaudited pro forma net income for the years ended
December 31, 2001, 2000 and 1999, was approximately $572.7 million, $783.9
million and $118.6 million, a change of $(1.2) million, $(8.3) million and
$(7.3) million, respectively, from reported balances.

On April 2, 2001, a subsidiary of the Company, Signature Fruit Company, LLC
(Signature Fruit), purchased certain assets and assumed certain liabilities out
of the bankruptcy proceedings of Tri Valley Growers, Inc., a cooperative
association, for approximately $53.0 million. The net losses related to the
acquired operations included in the Company's results from the date of
acquisition through December 31, 2001 were $3.4 million. The unaudited pro forma
results for the years ended December 31, 2001 and 2000, assuming the transaction
had taken place at the beginning of 2001 and 2000, would not be materially
different from the reported results.

On March 1, 2000, the Company acquired the individual long-term care insurance
business of Fortis, Inc. (Fortis) through a coinsurance agreement for
approximately $165.0 million. The unaudited pro forma results for the years
ended December 31, 2000 and 1999, assuming the acquisition of Fortis had taken
place at the beginning of 2000 and 1999, would not be materially different from
the reported results.

Reorganization

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


                                      F-9
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

and eligible policyholders of the Mutual Company received, in the aggregate,
212.8 million shares of common stock of JHFS, $1,438.7 million of cash and $43.7
million of policy credits as compensation. In addition, the Company established
a closed block to fund the guaranteed benefits and dividends of certain
participating insurance policies. In connection with the Plan, the Mutual
Company changed its name to John Hancock Life Insurance Company.

In addition, on February 1, 2000, JHFS 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.

Investments

The Company classifies its debt and equity investment securities 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.
Those bonds and mortgage-backed securities that the Company has the positive
intent and ability to hold to maturity are classified as held-to-maturity and
are 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, amounts credited to the policyholder dividend obligation, 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 and such adjustments are reported as a component of net realized
investment and other gains (losses).

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 plus
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 that the Company has classified as
available-for-sale, unrealized gains and losses are reflected in shareholder's
equity, as described above for available-for-sale fixed maturity securities.
Impairments in value deemed to be other than temporary are reported as a
component of net realized investment and other gains (losses). Gains and losses,
both realized and unrealized, on equity securities classified as trading are
included in net realized investment and other gains (losses).

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 net realized investment and other
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 net realized investment and other 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 net realized investment and other
gains (losses). The Company does not depreciate real estate to be disposed of.


                                      F-10
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

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

Short-term investments are carried at amortized cost, which approximates fair
value.

Net realized investment and other gains (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 of cost and are reported net
of related amortization of deferred policy acquisition costs, amounts credited
to participating pension contractholder accounts, and amounts credited to the
policyholder dividend obligation.

Derivative Financial Instruments

The Company uses various derivative instruments to hedge and manage its exposure
to changes in interest rate levels, foreign exchange rates, and equity market
prices, and to manage the duration of assets and liabilities. All derivatives
are carried on the consolidated balance sheets at fair value.

In certain cases, the Company uses hedge accounting as allowed by Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities," by designating derivative instruments as
either fair value hedges or cash flow hedges. For derivative instruments that
are designated and qualify as fair value hedges, the change in fair value of the
derivative instrument as well as the offsetting change in fair value of the
hedged item are recorded in net realized investment and other gains (losses).
Basis adjustments are amortized into income through net realized investment and
other gains and losses. For derivative instruments that are designated and
qualify as cash flow hedges, the effective portion of the change in fair value
of the derivative instrument is recorded in other comprehensive income, and then
reclassified into income when the hedged item affects income. Hedge
effectiveness is assessed quarterly by a variety of techniques including
regression analysis and cumulative dollar offset. In certain cases, there is no
hedge ineffectiveness because the derivative instrument was constructed such
that all the terms of the derivative exactly match the hedged risk in the hedged
item. If a hedge becomes ineffective, the hedge accounting described above
ceases.

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 (losses). Changes in fair value of derivatives that are not
hedges are included in net realized investment and other gains (losses).

Cash and Cash Equivalents

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

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 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 of deferred policy
acquisition costs was $219.6 million, $177.7 million and $174.7 million in 2001,
2000 and 1999, respectively.

Amortization of deferred policy acquisition costs is allocated to: (1) net
realized investment and other gains (losses) for those products in which such
gains (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


                                      F-11
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

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 net realized investment and other gains (losses),
relating to policies and contracts in force.

Net realized investment and other gains (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 net realized
investment and other gains (losses), management believes that presenting
realized investment and other 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.

Reinsurance

The Company utilizes reinsurance agreements to provide for greater
diversification of business, allowing 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. The
Company remains liable to its policyholders to the extent that counterparties to
reinsurance ceded contracts do not meet their contractual obligations.

Goodwill and Value of Business Acquired

The excess of cost over the fair value of the net assets of businesses acquired
(goodwill) was $116.0 million and $131.2 million at December 31, 2001 and 2000,
respectively, and is included in other assets in the consolidated balance
sheets. Goodwill relating to acquisitions completed before July 1, 2001 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 $58.1 million and $48.0 million at December 31,
2001 and 2000, respectively. Amortization expense included in other operating
costs and expenses was $11.3 million, $11.2 million, and $8.5 million, in 2001,
2000 and 1999, 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 might 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 estimated 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 $76.2
million and $81.4 million at December 31, 2001 and 2000, respectively, and is
included in other assets in the consolidated balance sheets. VOBA is amortized
in proportion to the present value of expected gross profits. Amortization
expense included in other operating costs and expenses was $2.3 million, $4.2
million and $1.3 million in 2001, 2000 and 1999 respectively.

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.
Net investment income and net realized investment and other gains (losses)
generally accrue directly to such contractholders who bear the investment risk,
subject in some cases to minimum guaranteed rates. The assets of each separate
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 net realized investment and other
gains (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.


                                      F-12
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

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 11.3% for group annuity liabilities.

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.

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. 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 2.0% to 14.7% for investment-type products.

Major components of policyholder funds presented in the consolidated balance
sheets are summarized as follows:

<TABLE>
<CAPTION>
                                                                          December 31
                                                                      2001           2000
                                                                   ------------------------
                                                                         (in millions)
<S>                                                                <C>            <C>
Liabilities for policyholder funds
    Guaranteed investment contracts .........................      $ 6,583.5      $ 7,985.5
    U.S. funding agreements .................................           67.1           80.9
    Global funding agreements backing medium-term notes .....        9,490.4        6,266.3
    Other investment-type contracts .........................        2,247.7        2,341.8
                                                                   ---------      ---------

          Total liabilities for investment type contracts ...       18,388.7       16,674.5

  Liabilities for individual annuities ......................           56.6           62.2
  Universal life and other reserves .........................        2,085.0        1,806.4
                                                                   ---------      ---------

          Total liabilities for policyholder funds ..........      $20,530.3      $18,543.1
                                                                   =========      =========
</TABLE>

The Company is authorized to issue up to $15.0 billion in global funding
agreements under two distribution programs, and through December 31, 2001, we
have $9.5 billion outstanding. Global funding agreements are


                                      F-13
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

investment products which require the Company to pay a stated rate of interest
on the principal amount and to repay the principal at maturity. These agreements
may not be terminated prior to maturity by the Company or the contractholder.
Claims for principal and interest under these global funding agreements are
afforded equal priority to claims of life insurance and annuity policyholders
under the insolvency provisions of Massachusetts Insurance Laws. Under the
Company's programs, the global funding agreements are issued to special purpose
entities. The special purpose entities fund the purchase of the global funding
agreement through the issuance of medium-term notes to investors. These notes
are non-recourse to the Company. If the medium-term notes issued by the special
purpose entity are denominated in a foreign currency, the Company also enters
into a currency swap with the special purpose entity. Similarly, the Company may
enter into an interest rate swap with the special purpose entity to match the
interest rate characteristics of the global funding agreement to those of the
medium term note. As a result, the payment terms of any particular series of
notes issued by the special purpose entity correspond to the payment terms of
the global funding agreement and swap agreement(s), if any, that secure that
series.

Under the first program, established in May 1998 for $2.5 billion, expanded to
$7.5 billion in 1999, an affiliated offshore special purpose entity issued
medium-term notes in Europe, Asia and Australia. Through December 31, 2001,
there is $3.9 billion outstanding under this program. This special purpose
entity is consolidated in the Company's financial statements. The medium-term
notes issued by this special purpose entity are reported with global funding
agreements in the Company's consolidated balance sheet.

Under the second program, established in June 2000, for $5.0 billion, expanded
to $7.5 billion in 2001, the unaffiliated special purpose entity issued
medium-term notes in Europe, Asia, and to institutional investors in the United
States. Through December 31, 2001, there is $5.6 billion outstanding under this
program. Although this special purpose entity is not consolidated in the
Company's financial statements, the funding agreements backing the related
medium-term notes are included in policyholders' funds in the Company's
consolidated balance sheets.

At December 31, 2001, the annual contractual maturities of global funding
agreements on notes issued under both programs were as follows: 2002 - $236.6
million; 2003 - $1,227.8 million; 2004 - $1,227.6 million; 2005 - $1,246.3
million; 2006 - $2,047.9 million; 2007 and thereafter - $3,504.2 million.

Participating Insurance

Participating business represents approximately 76.6%, 86.3%, and 88.1% of the
Company's life insurance in force, 98.1%, 97.9%, and 98.3% of the number of life
insurance policies in force, and 92.1%, 99.6% and 97.4%, of life insurance
premiums in 2001, 2000 and 1999, respectively.

The portion of earnings allocated to participating pension contractholders and
closed block policyholders 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 is also based on
management's 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.

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


                                      F-14
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

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.

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.

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

As part of JHFS's ongoing Competitive Position Project, it has 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 872 employees have been
or will be terminated. These employees are or have been associated with
operations in the Boston office and outside the home office. As of December 31,
2001 and 2000, the liability for employee termination costs, included in other
liabilities was $18.0 million and $20.6 million, respectively. Employee
termination costs, included in other operating costs and expenses, were $40.0
million, $18.8 million and $26.3 million for the years ended December 31, 2001,
2000 and 1999, respectively. Of the total number of employees affected,
approximately 855 employees were terminated as of December 31, 2001, having
received benefit payments of approximately $67.8 million.

On January 7, 2002, as part of its ongoing expense reduction program, the
Company eliminated an additional 160 jobs. During the first quarter of 2002,
affected employees will receive severance benefits and outplacement services of
approximately $5.7 million.

Cumulative Effect of Accounting Changes

During the first quarter of 2001, the Company changed the method of accounting
for the recognition of deferred gains and losses considered in the calculation
of the annual expense for its employee pension plan under SFAS No. 87,
"Employers' Accounting for Pensions," and for its postretirement health and
welfare plans under SFAS No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions." The Company changed the method of recognizing
gains and losses from deferral within a 10% corridor and amortization of gains
outside this corridor over the future working careers of the participants to
deferral within a 5% corridor and amortization of gains and losses outside this
corridor over the future working careers of the participants. The new method is
preferable because in the Company's situation, it produces results that more
closely match current economic realities of the Company's retirement and welfare
plans through the use of the current fair values of assets while still
mitigating the impact of extreme gains and losses. As a result, on January 1,
2001, the Company recorded a credit of $18.6 million (net of tax of $9.9
million), related to its employee benefit pension plans, and a credit of $4.7
million (net of tax of $2.6 million), related to its postretirement health and
welfare plans. The total credit recorded as a cumulative effect of an accounting
change was $23.3 million (net of tax of $12.5 million) for the year ended
December 31, 2001. This


                                      F-15
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

change in accounting increased net income for the year ended December 31, 2001
by $4.4 million. The unaudited pro forma results for the years ended December
31, 2000 and 1999, assuming this change in accounting had taken place as of the
beginning of 2000 and 1999, would not be materially different from the reported
results.

On January 1, 2001, the Company adopted SFAS No. 133, as amended by SFAS No.
138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities". 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 benefit of $8.3 million) as of January 1, 2001. In addition,
as of January 1, 2001, a $227.6 million (net of tax of $122.6 million)
cumulative effect of accounting change was recorded in other comprehensive
income for (1) the transition adjustment in the adoption of SFAS No. 133, as
amended, an increase of $40.5 million (net of tax of $21.8 million), and (2) the
reclassification of $12.1 billion in securities from the held-to-maturity
category to the available-for-sale category, an increase of $187.1 million (net
of tax of $100.8 million).

In April 1998, the American Institute of Certified Public Accountants (AICPA)
issued Statement of Position (SOP) 98-5, "Reporting the Costs of Start-Up
Activities." The SOP, which was adopted by the Company on January 1, 1999,
required that start-up costs capitalized prior to January 1, 1999 be written-off
immediately and any start-up costs incurred on or after January 1, 1999 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.

Recent Accounting Pronouncements

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

In June 2001, the FASB issued SFAS No. 141, "Business Combinations." SFAS No.
141 requires that all business combinations be accounted for under a single
method, the purchase method. Use of the pooling-of-interests method is no longer
permitted. SFAS No. 141 also clarifies the criteria to recognize intangible
assets separately from goodwill, and prohibits the amortization of goodwill
relating to acquisitions completed after July 1, 2001. SFAS No. 141 is effective
for business combinations initiated after June 30, 2001.

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 requires that goodwill and other intangible assets deemed
to have indefinite lives no longer be amortized to earnings, but instead be
reviewed at least annually for impairment. Intangible assets with definite lives
will continue to be amortized over their useful lives. SFAS No. 142 will be
effective January 1, 2002. The Company estimates that adoption of SFAS No. 142
on January 1, 2002, and the cessation of amortization of previously amortizable
goodwill, will result in an increase in net income of $7.8 million (net of tax
of $3.4 million) for the year ending December 31, 2002. During early 2002, the
Company will perform initial impairment tests of goodwill as of January 1, 2002
based on the guidance in SFAS No. 142. The Company plans on evaluating the
goodwill of each reporting unit for impairment using valuations of reporting
units based on earnings and book value multiples and by reference to similar
multiples of publicly traded peers. Any goodwill impairments resulting from
these initial impairment tests would be recorded as the cumulative effect of a
change in accounting principle. The Company has conducted preliminary impairment
tests which indicated no impairments of goodwill. The Company does not expect
the impact of the impairment tests required under SFAS No. 142 to have a
material impact on its results of operations, earnings or financial position.

In January 2001, the EITF reached a consensus on Issue No. 99-20, "Recognition
of Interest Income and Impairment on Purchased and Retained Beneficial Interests
in Securitized Financial Assets". Issue 99-20 requires investors in certain
asset-backed securities to record changes in their estimated yield on a
prospective basis and specifies evaluation methods with which to evaluate these
securities for an other-than-temporary decline in value. The adoption of EITF
99-20 did not have a material financial impact on the Company's results of
operations or financial position.

In December 2000, the AICPA issued SOP 00-3, "Accounting by Insurance
Enterprises for Demutualizations and Formations of Mutual Insurance


                                      F-16
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

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 31, 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 of $93.6 million (net of tax of $2.6 million).
On October 1, 2001, the Company adopted the remaining provisions of SOP 00-3
which required the reclassification of $9,710.0 million and $12,035.9 million of
closed block assets and liabilities, respectively at December 31, 2000, and
$1,467.7 million and $1,343.6 million of closed block revenues, and benefits and
expenses, respectively, for the period from February 1, 2000 (date of
demutualization) to December 31, 2000, all of which were reclassified to other
existing asset, liability, revenue, and benefit and expense accounts. The
required implementation of SOP 00-3 also resulted in a reduction of net income
of $20.2 million (net of tax of $6.6 million), for the period from February 1,
2000 to December 31, 2000 and $3.4 million (net of tax of $1.8 million), for the
nine months ended September 30, 2001. Finally, adoption also resulted in the
recognition of a policyholder dividend obligation of $77.0 million at December
31, 2000, which represents cumulative actual closed block earnings in excess of
expected periodic amounts calculated at the date of the demutualization. See
Note 6 for a summary description of the closed block assets, liabilities,
revenues and expenses.

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." SFAS No. 140 provides new accounting
and reporting standards which are based on consistent application of a financial
components approach that focuses on control. Under this 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. SFAS No. 140 provides consistent standards for distinguishing
transfers of financial assets that are sales from transfers that are secured
borrowings. SFAS No. 140 is effective for transfers and servicing of financial
assets and extinguishments of liabilities occurring after March 31, 2001. The
adoption of SFAS No. 140 did not have a material impact on the Company's results
of operations or financial position.

Accounting Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued
to Employees," provides guidance on how to account for the issuance of stock and
stock options to employees. Certain of the Company's employees are compensated,
in part, with non-vested stock and stock options, issued by the parent company,
JHFS, and the related expenses are borne by the Company. The Company adopted APB
No. 25 upon its demutualization and upon JHFS' IPO effective February 1, 2000.
Compensation cost for stock options, if any, is measured as the excess of the
quoted market price of JHFS' stock at the date of grant over the amount an
employee must pay to acquire the stock. Compensation cost is recognized over the
requisite vesting periods based on market value on the date of grant. APB No. 25
was amended by SFAS No. 123, "Accounting for Stock-Based Compensation," to
require pro forma disclosures of net income and earnings per share as if a "fair
value" based method was used. On March 31, 2000, the FASB issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation, an interpretation of APB No. 25." The Interpretation clarifies
guidance for certain issues that arose in the application of APB No. 25. The
Company was required to adopt the Interpretation on July 1, 2000. Interpretation
No. 44 did not have a material impact on the Company's results of operations or
financial position.

In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (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 operations 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 resulted in changes to the accounting practices that the Company and its
domestic life insurance subsidiaries use


                                      F-17
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

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 is reported as an adjustment to surplus in the
statutory-basis financial statements as of January 1, 2001. Implementation of
Codification did not have a material impact on the Company's domestic life
insurance subsidiaries' statutory-basis capital and surplus, and these companies
remain in compliance with all regulatory and contractual obligations.

Note 2 -- 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 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.

The Company provides certain administrative and asset management services to its
pension plans and employee welfare trust. Fees paid to the Company for these
services were $8.4 million, $6.4 million and $6.5 million during the years ended
December 31, 2001, 2000 and 1999, respectively.

The Company provides JHFS with personnel, property and facilities in carrying
out certain of its corporate functions. JHFS determines fees, annually, for
these services and facilities based on a number of criteria. The amount of these
service fees charged to JHFS were $28.5 million and $19.8 million for the years
ended December 31, 2001 and 2000, respectively. These fees are included as a
reduction of other operating costs and expenses in the consolidated statements
of income.

The Company has reinsured certain portions of its long term care and group
pension businesses with John Hancock Reassurance Company, Ltd. of Bermuda
(JHReCo), a wholly owned subsidiary of JHFS. The Company entered into these
reinsurance contracts in order to facilitate its capital management process.
These reinsurance contracts are primarily written on a funds withheld basis
where the related financial assets remain invested at the Company. As a result,
the Company recorded accounts payable to JHReCo for coinsurance amounts withheld
of $1,158.9 million and $633.2 million at December 31, 2001 and 2000,
respectively, which are included with other liabilities in the consolidated
balance sheets, and recorded reinsurance recoverable from JHReCo of $1,504.6
million and $870.4 million at December 31, 2001 and 2000, respectively, which
are included with other reinsurance recoverables on the consolidated balance
sheets. Premiums ceded to JHReCo were $740.8 million, $396.7 million and $306.2
million during 2001, 2000 and 1999 respectively.


                                      F-18
<PAGE>

                       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
net realized investment and other gains (losses):

<TABLE>
<CAPTION>
                                                                                     Years Ended December 31
                                                                                2001           2000           1999
                                                                             --------------------------------------
                                                                                         (in millions)
<S>                                                                          <C>            <C>            <C>
Net Investment Income
    Fixed maturities ..................................................      $2,721.2       $2,456.2       $2,407.0
    Equity securities .................................................          29.7           23.3           19.2
    Mortgage loans on real estate .....................................         774.4          796.2          750.7
    Real estate .......................................................          67.7           82.7          147.3
    Policy loans ......................................................         118.4          112.7          105.3
    Short-term investments ............................................          73.9          147.1           83.7
    Other .............................................................         101.4          200.7          161.8
                                                                             --------------------------------------
    Gross investment income ...........................................       3,886.7        3,818.9        3,675.0

       Less investment expenses .......................................         240.5          255.0          336.1
                                                                             --------------------------------------

Net investment income .................................................      $3,646.2       $3,563.9       $3,338.9
                                                                             ======================================

Net realized investment and other gains (losses),
    net of related amortization of deferred policy
    acquisition costs, amounts credited to the policyholder
    dividend obligation and amounts credited to
    participating pension contractholders
    Fixed maturities ..................................................      $ (351.1)      $ (135.3)      $  (34.2)
    Equity securities .................................................         201.8          196.1          109.7
    Mortgage loans on real estate and real estate to be disposed of ...         (60.4)         (15.2)         141.3
    Derivatives and other invested assets .............................         (40.2)          44.3           37.8
    Amortization adjustment for deferred policy acquisition
      costs ...........................................................          29.4            9.4          (49.7)
    Amounts credited to the policyholder dividend obligation ..........          17.0          (14.1)            --
    Amounts credited to participating pension contractholders .........         (42.3)          (6.9)         (35.3)
                                                                             --------------------------------------

Net realized investment and other gains (losses),
    net of related amortization of deferred policy
    acquisition costs, amounts credited to the policyholder
    dividend obligation and amounts credited to participating
    pension contractholders ...........................................      $ (245.8)      $   78.3       $  169.6
                                                                             ======================================
</TABLE>

Gross gains of $ 349.9 million in 2001, $294.6 million in 2000 and $186.4
million in 1999, and gross losses of $119.0 million in 2001, $123.6 million in
2000 and $173.7 million in 1999, were realized on the sale of available-for-sale
securities.


                                      F-19
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 3 -- Investments - (Continued)

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

<TABLE>
<CAPTION>
                                                               Gross         Gross
                                               Amortized     Unrealized    Unrealized       Fair
                                                 Cost          Gains         Losses         Value
                                               ----------------------------------------------------
                                                                  (in millions)
<S>                                            <C>            <C>           <C>           <C>
December 31, 2001
Held-to-Maturity:

Corporate securities ....................      $ 1,073.9      $   28.3      $   15.2      $ 1,087.0

Mortgage-backed securities ..............          844.9          14.5          43.0          816.4

Obligations of states and
  political subdivisions ................            4.7           0.1            --            4.8
                                               ----------------------------------------------------

   Total fixed maturities held-to-
     maturity ...........................      $ 1,923.5      $   42.9      $   58.2      $ 1,908.2
                                               ====================================================

Available-for-Sale:

Corporate securities ....................      $29,680.2      $1,103.5      $  879.1      $29,904.6

Mortgage-backed securities ..............        5,252.7         125.1          98.7        5,279.1

Obligations of states and
  political subdivisions ................           93.3           5.5           0.2           98.6

Debt securities issued by foreign
  governments ...........................          457.1          44.7           4.0          497.8

U.S. Treasury securities and
  obligations of U.S. government
  corporations and agencies .............          294.7           3.8           6.5          292.0
                                               ----------------------------------------------------

Fixed maturities available-for-sale .....       35,778.0       1,282.6         988.5       36,072.1

Equity securities .......................          433.1         175.5          46.3          562.3
                                               ----------------------------------------------------

   Total fixed maturities and equity
     securities available-for-sale ......      $36,211.1      $1,458.1      $1,034.8      $36,634.4
                                               ====================================================
</TABLE>


                                      F-20
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 3 -- Investments - (Continued)

<TABLE>
<CAPTION>
                                                              Gross       Gross
                                               Amortized    Unrealized  Unrealized       Fair
                                                 Cost         Gains       Losses        Value
                                               ------------------------------------------------
                                                                (in millions)
<S>                                            <C>            <C>         <C>         <C>
December 31, 2000
Held-to-Maturity:

Corporate securities ....................      $12,834.7      $553.7      $698.4      $12,690.0

Mortgage-backed securities ..............        1,202.5        11.5        53.0        1,161.0

Obligations of states and
  political subdivisions ................          102.3         3.1         0.9          104.5

Debt securities issued by foreign
  governments ...........................            5.6         4.7          --           10.3
                                               ------------------------------------------------

   Total fixed maturities held-to-
     maturity ...........................      $14,145.1      $573.0      $752.3      $13,965.8
                                               ================================================

Available-for-Sale:

Corporate securities ....................      $10,948.3      $457.1      $478.2      $10,927.2

Mortgage-backed securities ..............        4,105.0        94.7        33.0        4,166.7

Obligations of states and
  political subdivisions ................           25.3         1.8          --           27.1

Debt securities issued by foreign
  governments ...........................          546.0        67.3        12.0          601.3

U.S. Treasury securities and
  obligations of U.S. government
  corporations and agencies .............          197.8         5.4         0.1          203.1
                                               ------------------------------------------------

Fixed maturities available-for-sale .....       15,822.4       626.3       523.3       15,925.4

Equity securities .......................          587.6       348.5        90.0          846.1
                                               ------------------------------------------------

   Total fixed maturities and equity
     securities available-for-sale ......      $16,410.0      $974.8      $613.3      $16,771.5
                                               ================================================
</TABLE>


                                      F-21
<PAGE>

                       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, 2001, by
contractual maturity, are shown below:

                                                        Amortized         Fair
                                                          Cost           Value
                                                        ------------------------
                                                             (in millions)
Held-to-Maturity:
Due in one year or less ..........................      $    62.9      $    68.0
Due after one year through five years ............           15.4           22.2
Due after five years through ten years ...........           67.7           65.4
Due after ten years ..............................          932.6          936.2
                                                        ------------------------
                                                          1,078.6        1,091.8

Mortgage-backed securities .......................          844.9          816.4
                                                        ------------------------

Total ............................................      $ 1,923.5      $ 1,908.2
                                                        ========================

Available-for-Sale:
Due in one year or less ..........................      $ 1,861.7      $ 1,905.8
Due after one year through five years ............        9,874.3       10,073.3
Due after five years through ten years ...........       10,902.5       10,927.6
Due after ten years ..............................        7,886.8        7,886.3
                                                        ------------------------
                                                         30,525.3       30,793.0

Mortgage-backed securities .......................        5,252.7        5,279.1
                                                        ------------------------

Total ............................................      $35,778.0      $36,072.1
                                                        ========================

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 for the year ended December 31, 1999, which were
sold due to a significant decline in the issuers' credit quality or as part of
the sale of the property and casualty operations in 1999. The related net
realized investment and other gains on the sales were $0.9 million in 1999.

The change in net unrealized gains (losses) on trading securities that has been
included in earnings during 2001, 2000 and 1999 amounted to $(1.8) million, $0.1
million and $(0.1) million, respectively.

The Company participates in a security lending program for the purpose of
enhancing income on securities held. At December 31, 2001 and 2000, $775.4
million and $88.6 million, respectively, of the Company's securities, at market
value, were on loan to various brokers/dealers, and were fully collateralized by
cash and highly liquid securities. The market value of the loaned securities is
monitored on a daily basis, and the collateral is maintained at a level of at
least 102.0% of the loaned securities' market value.


                                      F-22
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 3 -- Investments - (Continued)

For 2001, 2000 and 1999, investment results passed through to participating
pension contractholders as interest credited to policyholders' account balances
amounted to $170.5 million, $171.7 million and $180.9 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 mortgage 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.

<TABLE>
<CAPTION>
                                          Balance at                        Balance at
                                          Beginning                           End of
                                           of Year   Additions   Deductions    Year
                                         ----------------------------------------------
                                                        (in millions)
<S>                                        <C>         <C>        <C>         <C>
Year ended December 31, 2001
   Mortgage loans on real estate ....      $ 81.6      $37.8      $  6.6      $112.8
   Real estate to be disposed of ....        43.5       46.0         5.9        83.6
                                           -----------------------------------------
Total ...............................      $125.1      $83.8      $ 12.5      $196.4
                                           =========================================

Year ended December 31, 2000
   Mortgage loans on real estate ....      $107.9      $ 4.6      $ 30.9      $ 81.6
   Real estate to be disposed of ....        58.1       17.1        31.7        43.5
                                           -----------------------------------------
Total ...............................      $166.0      $21.7      $ 62.6      $125.1
                                           =========================================

Year ended December 31, 1999
   Mortgage loans on real estate ....      $ 96.0      $38.4      $ 26.5      $107.9
   Real estate to be disposed of ....       112.0       22.5        76.4        58.1
                                           -----------------------------------------
Total ...............................      $208.0      $60.9      $102.9      $166.0
                                           =========================================
</TABLE>

At December 31, 2001 and 2000, 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:

<TABLE>
<CAPTION>
                                                                              December 31
                                                                           2001        2000
                                                                          -----------------
                                                                            (in millions)
<S>                                                                       <C>         <C>
Impaired mortgage loans on real estate with provision for losses ...      $92.5       $32.4
Provision for losses ...............................................      (42.6)      (14.9)
                                                                          -----------------
Net impaired mortgage loans on real estate .........................      $49.9       $17.5
                                                                          =================
</TABLE>


                                      F-23
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 3 -- Investments - (Continued)

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

                                                       Years Ended December 31
                                                      2001      2000       1999
                                                     ---------------------------
                                                            (in millions)

Average recorded investment in impaired loans.....   $62.5     $100.3     $135.5
Interest income recognized on impaired loans......     8.4        2.9        4.9

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 $56.0 million and $60.4
million as of December 31, 2001 and 2000, respectively. The expected gross
interest income that would have been recorded had the loans been current in
accordance with the original loan agreement and the actual interest income
recorded were as follows:

                                                     Years Ended December 31
                                                 2001         2000          1999
                                                 -------------------------------
                                                         (in millions)

Expected ...............................         $5.0         $5.2         $11.1
Actual .................................          3.8          4.7           7.2

At December 31, 2001, the mortgage portfolio was diversified by specific
collateral property type and geographic region as displayed below:

<TABLE>
<CAPTION>
Collateral                                Carrying          Geographic                          Carrying
Property Type                              Amount           Concentration                        Amount
------------------------------------------------------------------------------------------------------------
                                        (in millions)                                         (in millions)
<S>                                            <C>          <C>                                    <C>
Apartments..........................           $ 1,601.7    East North Central............         $ 1,072.5
Hotels..............................               451.6    East South Central............             490.6
Industrial..........................               809.8    Middle Atlantic...............           1,490.4
Office buildings ...................             2,601.5    Mountain......................             417.4
Retail..............................             1,429.7    New England...................             891.1
Multi family........................                 1.8    Pacific.......................           1,823.1
Mixed Use...........................               108.0    South Atlantic................           2,097.5
Agricultural .......................             2,532.3    West North Central............             385.1
Other...............................               243.4    West South Central............             907.0
                                                            Canada/Other..................             205.1

Allowance for losses................              (112.8)   Allowance for losses..........           (112.8)
                                      -------------------                                   ----------------

Total...............................           $ 9,667.0    Total.........................         $ 9,667.0
                                      ===================                                   ================
</TABLE>


                                      F-24
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 3 -- Investments - (Continued)

Mortgage loans with outstanding principal balances of $2.0 million, bonds with
amortized cost of $388.7 million and real estate with a carrying value of $0.5
million were non-income producing for the year ended December 31, 2001.

Depreciation expense on investment real estate was $4.6 million, $7.9 million,
and $7.1 million in 2001, 2000, and 1999, respectively. Accumulated depreciation
was $65.1 million and $60.9 million at December 31, 2001 and 2000, respectively.

The Company sold $542.9 million, $359.2 million, and $172.0 million of
commercial mortgage loans in securitization transactions in 2001, 2000, and
1999, respectively, for which it received net proceeds of $546.1 million, $362.4
million and $175.5 million, in 2001, 2000 and 1999, respectively. During 2001,
2000 and 1999, the Company recognized pre-tax gains of $3.2 million, $3.2
million and $3.5 million, respectively, related to these transactions.

As a result of these securitizations, the Company retained mortgage servicing
responsibilities which were recorded as servicing assets. These servicing assets
were valued at $1.2 million and $0.8 million at December 31, 2001 and 2000,
respectively.

Investments in other assets, which include unconsolidated joint ventures,
partnerships, and limited liability corporations, accounted for by using the
equity method of accounting totaled $1,062.1 million and $826.5 million at
December 31, 2001 and 2000, respectively. Total combined assets of such
investments were $12,541.6 million and $5,040.1 million (consisting primarily of
investments), and total combined liabilities were $1,108.6 million and $823.3
million (including $580.0 million and $354.0 million of notes payable) at
December 31, 2001 and 2000, respectively. Total combined revenues and expenses
of these investments in 2001 were $942.5 million and $645.2 million,
respectively, resulting in $297.3 million of total combined income from
operations. Total combined revenues and expenses were $508.0 million and $172.7
million, respectively, resulting in $335.3 million of total combined income from
operations in 2000. Net investment income on investments accounted for using the
equity method totaled $56.4 million, $143.8 million and $65.1 million in 2001,
2000, and 1999 respectively.

Note 4 -- Derivatives and Hedging Instruments

The fair value of derivative instruments classified as assets at December 31,
2001 was $331.2 million, and appears on the consolidated balance sheet in other
assets. The fair value of derivative instruments classified as liabilities at
December 31, 2001 was $580.0 million, and appears on the consolidated balance
sheet in other liabilities.

Fair Value Hedges

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

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

The Company enters into interest rate cap agreements, cancelable interest rates
swap agreements, and written swaptions to manage the interest rate exposure of
options that are embedded in certain assets and liabilities. A written swaption
obligates the Company to enter into an interest rate agreement on the expiration
date, contingent on future interest rates. Interest rate cap and floor
agreements are contracts with a counterparty which require the payment of a
premium for the right to receive payments for the difference between the cap or
floor interest rate and a


                                      F-25
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 4 -- Derivatives and Hedging Instruments - (Continued)

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. The net differential to be paid or received
on currency rate swap agreements is accrued and recognized as a component of net
investment income.

For the year ended December 31, 2001, the Company recognized a net loss of $16.5
million related to the ineffective portion of its fair value hedges, and a net
gain of $1.9 million, related to the portion of the hedging instruments that
were excluded from the assessment of hedge effectiveness. Both of these amounts
are recorded in net realized investment and other gains and losses. For the year
ended December 31, 2001, all of the Company's hedged firm commitments qualified
as fair value hedges.

Cash Flow Hedges

The Company uses forward starting interest rate swap agreements to hedge the
variable cash flows associated with future fixed income asset acquisitions,
which will support the Company's long-term care and life insurance businesses.
These agreements will reduce the impact of future interest rate changes on the
cost of acquiring adequate assets to support the investment income assumptions
used in pricing these products. During the periods in the future when the
acquired assets are held by the Company, the accumulated gain or loss will be
amortized into investment income as a yield adjustment on the assets.

The Company used interest rate futures contracts to hedge the variable cash
flows associated with variable benefit payments that it will make on certain
annuity contracts. Amounts are reclassified from other comprehensive income when
benefit payments are made.

The Company used interest rate floor agreements to hedge the interest rate risk
associated with minimum interest rate guarantees in certain of its life
insurance and annuity businesses. Amounts are reclassified from other
comprehensive income if interest rates fall below certain levels.

For the year ended December 31, 2001, the Company recognized a loss of $0.2
million related to the ineffective portion of its cash flow hedges, and a net
gain of $0.4 million related to the portion of the hedging instruments that was
excluded from the assessment of hedge effectiveness. Both of these amounts are
recorded in net realized investment and other gains and losses. For the year
ended December 31, 2001, all of the Company's hedged forecast transactions
qualified as cash flow hedges.

For the year ended December 31, 2001, a net loss of $0.2 million was
reclassified from other accumulated comprehensive income to earnings. It is
anticipated that approximately $0.6 million of net gains 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 year ended December 31, 2001, none of the Company's cash flow hedges
have been discontinued because it was probable that the original forecasted
transactions would not occur by the end of the originally specified time period
documented at inception of the hedging relationship.

The transition adjustment for the adoption of SFAS No. 133, as amended, resulted
in an increase in other comprehensive income of $23.0 million (net of tax of
$12.3 million) representing the accumulation in other comprehensive income of
the effective portion of the Company's cash flow hedges as of January 1, 2001.
For the year ended December 31, 2001, $3.8 million of loss (net of tax of $2.1
million) representing the effective portion of


                                      F-26
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 4 -- Derivatives and Hedging Instruments - (Continued)

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 $19.1 million (net of tax of $10.3 million).

Derivatives Not Designated as Hedging Instruments

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

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 three domestic life
insurance companies (the Company, John Hancock Variable Life Insurance Company
and Investors Partner 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, LLC 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 was 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 estimated its taxes for the current year based
on estimated industry earnings rates and revised these estimates up or down when
the earnings rates were finalized and published by the IRS in the subsequent
year.

Income before income taxes and cumulative effect of accounting changes includes
the following:

<TABLE>
<CAPTION>
                                                                 Years Ended December 31
                                                              2001         2000         1999
                                                             --------------------------------
                                                                      (in millions)
<S>                                                          <C>         <C>           <C>
Domestic ..............................................      $761.8      $1,093.5      $210.7
Foreign ...............................................         5.6           7.6         6.4
                                                             --------------------------------

Income before income taxes and cumulative effect of
accounting changes ....................................      $767.4      $1,101.1      $217.1
                                                             ================================
</TABLE>


                                      F-27
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 5 -- Income Taxes - (Continued)

The components of income taxes were as follows:

                                                  Years Ended December 31
                                              2001          2000          1999
                                             ----------------------------------
                                                       (in millions)
Current taxes:
   Federal ...........................       $ (9.9)       $ 15.7        $(34.1)
   Foreign ...........................          3.1           1.2           2.3
   State .............................          4.6          12.0           5.8
                                             ----------------------------------
                                               (2.2)         28.9         (26.0)

Deferred taxes:
   Federal ...........................        210.5         279.4         108.6
   Foreign ...........................         (0.9)          1.6            --
   State .............................         (6.7)         (1.0)         (1.1)
                                             ----------------------------------
                                              202.9         280.0         107.5
                                             ----------------------------------

Total income taxes ...................       $200.7        $308.9        $ 81.5
                                             ==================================

A reconciliation of income taxes computed by applying the federal income tax
rate to income before income taxes and the consolidated income tax expense
charged to operations follows:

                                                    Years Ended December 31
                                                 2001         2000         1999
                                                -------------------------------
                                                         (in millions)

Tax at 35% .................................    $268.6       $385.4       $76.0
Add (deduct):
   Equity base tax .........................     (13.4)       (46.0)       22.2
   Prior year taxes ........................       9.9         (0.3)        1.8
   Tax credits .............................     (28.1)       (20.6)      (12.9)
   Foreign taxes ...........................       1.3          0.4         1.0
   Tax exempt investment income ............     (25.7)       (11.5)      (14.4)
   Non-taxable gain on sale of subsidiary ..        --           --       (15.4)
   Disallowed demutualization expenses .....        --           --        31.1
   Other ...................................     (11.9)         1.5        (7.9)
                                                -------------------------------

        Total income taxes .................    $200.7       $308.9       $81.5
                                                ===============================


                                      F-28
<PAGE>

                       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
                                                            2001          2000
                                                          ----------------------
                                                              (in millions)
Deferred tax assets:
     Policy reserve adjustments ....................      $  485.5      $  492.2
     Other postretirement benefits .................         136.6         148.9
     Book over tax basis of investments ............         418.1         299.5
     Dividends payable to policyholders ............         125.7         117.6
     Interest ......................................          34.5          38.3
     Other .........................................         163.1          51.2
                                                          ----------------------
         Total deferred tax assets .................       1,363.5       1,147.7
                                                          ----------------------

Deferred tax liabilities:
     Deferred policy acquisition costs .............         824.5         649.1
     Depreciation ..................................         214.2         211.7
     Basis in partnerships .........................         130.7         109.8
     Market discount on bonds ......................          72.9          64.2
     Pension plan expense ..........................         133.6         104.0
     Capitalized charges related to mutual funds ...          31.5          56.9
     Lease Income ..................................         523.2         339.4
     Unrealized gains ..............................         135.8          56.7
                                                          ----------------------
         Total deferred tax liabilities ............       2,066.4       1,591.8
                                                          ----------------------

         Net deferred tax liabilities ..............      $  702.9      $  444.1
                                                          ======================

The Company made an income tax payment of $3.7 million , received an income tax
refund of $21.7 million and made an income tax payment of $83.4 million in 2001,
2000 and 1999, respectively.


                                      F-29
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 6 -- Closed Block

As of February 1, 2000, the Company established a closed block for the benefit
of certain classes of individual or joint traditional participating whole life
insurance policies for which the Company had a dividend scale payable in 1999
and individual term life insurance policies that were in force on February 1,
2000. Assets were allocated to the closed block in an amount that, together with
anticipated revenues from policies included in the closed block, was reasonably
expected to be sufficient to support such business, including provision for
payment of benefits, direct asset acquisition and disposition costs, and taxes,
and for continuation of dividend scales payable in 1999, assuming experience
underlying such dividend scales continues. Assets allocated to the closed block
inure solely to the benefit of the holders of the policies included in the
closed block and will not revert to the benefit of the shareholders of JHFS. No
reallocation, transfer, borrowing, or lending of assets can be made between the
closed block and other portions of the Company's general account, any of its
separate accounts, or any affiliate of the Company without approval of the
Massachusetts Division of Insurance.

If, over time, the aggregate performance of the closed block assets and policies
is better than was assumed in funding the closed block, dividends to
policyholders will be increased. If, over time, the aggregate performance of the
closed block assets and policies is less favorable than was assumed in the
funding, dividends to policyholders could be reduced.

The assets and liabilities allocated to the closed block are recorded in the
Company's financial statements on the same basis as other similar assets and
liabilities. The carrying amount of closed block liabilities in excess of the
carrying amount of closed block assets at the date of demutualization (adjusted
to eliminate the impact of related amounts in accumulated other comprehensive
income) represents the maximum future earnings from the assets and liabilities
designated to the closed block that can be recognized in income over the period
the policies in the closed block remain in force. The Company has developed an
actuarial calculation of the timing of such maximum future shareholder earnings,
and this is the basis of the policyholder dividend obligation.

If actual cumulative earnings are greater than expected cumulative earnings,
only expected earnings will be recognized in income. Actual cumulative earnings
in excess of expected cumulative earnings represents undistributed accumulated
earnings attributable to policyholders, which are recorded as a policyholder
dividend obligation because the excess will be paid to closed block
policyholders as an additional policyholder dividend unless otherwise offset by
future performance of the closed block that is less favorable than originally
expected. If actual cumulative performance is less favorable than expected, only
actual earnings will be recognized in income.

The principal cash flow items that affect the amount of closed block assets and
liabilities are premiums, net investment income, purchases and sales of
investments, policyholders' benefits, policyholder dividends, premium taxes,
guaranty fund assessments, and income taxes. The principal income and expense
items excluded from the closed block are management and maintenance expenses,
commissions and net investment income and realized investment gains and losses
of investment assets outside the closed block that support the closed block
business, all of which enter into the determination of total gross margins of
closed block policies for the purpose of the amortization of deferred
acquisition costs. The amounts shown in the following tables for assets,
liabilities, revenues and expenses of the closed block are those that enter into
the determination of amounts that are to be paid to policyholders.


                                      F-30
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 6 -- Closed Block - (Continued)

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

<TABLE>
<CAPTION>
                                                                         December 31,   December 31,
                                                                             2001           2000
                                                                         ------------   ------------
                                                                                (in millions)
<S>                                                                       <C>             <C>
Liabilities
Future policy benefits .............................................      $10,198.7       $ 9,910.5
Policyholder dividend obligation ...................................          251.2            77.0
Policyholders' funds ...............................................        1,460.9         1,459.5
Policyholder dividends payable .....................................          433.4           409.8
Other closed block liabilities .....................................           53.7            84.6
                                                                          ---------       ---------
   Total closed block liabilities ..................................       12,397.9        11,941.4
                                                                          ---------       ---------

Assets
Investments
Fixed maturities:
   Held-to-maturity--at amortized cost
      (fair value: 2001--$100.7; 2000--$2,327.4) ...................          103.3         2,269.9
   Available-for-sale--at fair value
      (cost: 2001--$5,204.0; 2000--$2,378.7) .......................        5,320.7         2,353.0
Equity securities:
   Available-for-sale--at fair value
      (cost: 2001--$8.8; 2000--$5.3) ...............................           13.4             6.3
Mortgage loans on real estate ......................................        1,837.0         1,944.0
Policy loans .......................................................        1,551.9         1,540.6
Short-term investments .............................................             --            62.1
Other invested assets ..............................................           83.1            40.7
                                                                          ---------       ---------
   Total investments ...............................................        8,909.4         8,216.6

Cash and cash equivalents ..........................................          192.1           305.6
Accrued investment income ..........................................          158.9           149.3
Other closed block assets ..........................................          297.5           317.1
                                                                          ---------       ---------
   Total closed block assets .......................................        9,557.9         8,988.6
                                                                          ---------       ---------

Excess of reported closed block liabilities over assets
   designated to the closed block ..................................        2,840.0         2,952.8
                                                                          ---------       ---------

Portion of above representing other comprehensive income:
   Unrealized appreciation (depreciation), net of tax of $43.3
      million and $(8.8) million at 2001 and 2000,
      respectively .................................................           80.1           (16.1)
   Allocated to the policyholder dividend obligation, net of tax
      $50.8 million and $4.7 million at 2001 and 2000,
      respectively .................................................          (94.4)           (8.8)
                                                                          ---------       ---------
      Total ........................................................          (14.3)          (24.9)
                                                                          ---------       ---------

Maximum future earnings to be recognized from closed block
  assets and liabilities ...........................................      $ 2,825.7       $ 2,927.9
                                                                          =========       =========
</TABLE>


                                      F-31
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 6 -- Closed Block - (Continued)

<TABLE>
<CAPTION>
                                                                   December 31,     December 31,
                                                                       2001             2000
                                                                   ------------     ------------
                                                                           (in millions)
<S>                                                                   <C>              <C>
Change in the policyholder dividend obligation:
   Balance at beginning of period ..............................      $ 77.0              --
      Impact on net income before income taxes .................        42.5           $63.5
      Unrealized investment gains (losses) .....................        67.1            13.5
      Cumulative effect of change in accounting principle (1) ..        64.6              --
                                                                      ------           -----

   Balance at end of period ....................................      $251.2           $77.0
                                                                      ======           =====
</TABLE>

(1) The cumulative effect of change in accounting principle represents the
impact of transferring fixed maturities from held-to-maturity to
available-for-sale as part of the adoption of SFAS No. 133 effective January 1,
2001. See Note 1.

<TABLE>
<CAPTION>
                                                                                         Year         For the period
                                                                                        Ended       February 1 through
                                                                                     December 31,       December 31,
                                                                                         2001              2000
                                                                                     ------------   ------------------
                                                                                             (in millions)
<S>                                                                                    <C>               <C>
Revenues
    Premiums .................................................................         $  940.0          $  865.0
    Net investment income ....................................................            667.5             591.6
    Net realized investment and other gains (losses), net of amounts
       credited to the policyholder dividend obligation of $(17.0) million
       and $14.1 million, respectively .......................................             (3.6)             (2.9)
    Other closed block revenues ..............................................              0.6              (0.6)
                                                                                       --------          --------
       Total closed block revenues ...........................................          1,604.5           1,453.1

Benefits and Expenses
    Benefits to policyholders ................................................            924.4             870.0
    Change in policyholder dividend
       obligation ............................................................             54.9              46.6
    Other closed block operating
       costs and expenses ....................................................             (6.3)            (10.0)
    Dividends to policyholders ...............................................            474.9             407.1
                                                                                       --------          --------
       Total benefits and expenses ...........................................          1,447.9           1,313.7
                                                                                       --------          --------

    Closed block revenues, net of closed block benefits and
       expenses, before income taxes and cumulative
       effect of accounting change ...........................................            156.6             139.4
    Income taxes, net of amounts credited to the  policyholder dividend
       obligation of $4.6 million and $2.8 million, respectively .............             53.0              52.3
                                                                                       --------          --------
       Closed block revenues, net of closed block benefits and expenses
          and income taxes, before cumulative effect
          of accounting change ...............................................            103.6              87.1
                                                                                       --------          --------
       Cumulative effect of accounting change, net of tax ....................             (1.4)               --
                                                                                       --------          --------
       Closed block revenues, net of closed block benefits and expenses,
          income taxes and the cumulative effect of accounting
          change .............................................................         $  102.2          $   87.1
                                                                                       ========          ========
</TABLE>


                                      F-32
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 6 -- Closed Block - (Continued)

Maximum future earnings from closed block assets and liabilities:

<TABLE>
<CAPTION>
                                                                                  For the period
                                                                   Year              February 1
                                                                  ended                through
                                                               December 31,         December 31,
                                                                   2001                 2000
                                                               ------------        --------------
                                                                         (in millions)
<S>                                                              <C>                  <C>
Beginning of period .........................................    $2,927.9             $3,015.0
End of period ...............................................     2,825.7              2,927.9
                                                                 --------             --------
   Change during period .....................................    $  102.2             $   87.1
                                                                 ========             ========
</TABLE>

Note 7 -- Debt and Line of Credit

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

<TABLE>
<CAPTION>
                                                                           December 31
                                                                    2001                 2000
                                                                   ---------------------------
                                                                          (in millions)
<S>                                                                <C>                  <C>
Short-term debt:
     Commercial paper .......................................          --               $222.3
     Current maturities of long-term debt ...................      $124.6                 23.0
                                                                   ------               ------
Total short-term debt .......................................       124.6                245.3
                                                                   ------               ------

Long-term debt:
     Surplus notes, 7.38% maturing in 2024 ..................       447.3                447.2
     Notes payable, interest ranging from 5.43% to 14.0%,
         due in varying amounts through 2007 ................       296.0                109.8
                                                                   ------               ------
Total long-term debt ........................................       743.3                557.0

Less current maturities .....................................      (124.6)               (23.0)
                                                                   ------               ------
Long-term debt ..............................................       618.7                534.0
                                                                   ------               ------

     Total debt .............................................      $743.3               $779.3
                                                                   ======               ======
</TABLE>

The Company issues commercial paper primarily to meet working capital needs. The
Company had no commercial paper outstanding at December 31, 2001. The
weighted-average interest rate for outstanding commercial paper at December 31,
2000 was 6.59%. The weighted-average life for outstanding commercial paper at
December 31, 2000 was approximately 11 days. Commercial paper borrowing
arrangements are supported by a syndicated line of credit.

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

At December 31, 2001, the Company had a syndicated line of credit with a group
of banks totaling $1.0 billion, $500.0 million pursuant to a 364-day commitment
which expires on July 26, 2002 and $500.0 million pursuant to a multi-year
facility, 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, 2001. At
December 31, 2001, the Company had no outstanding borrowings under the
agreement.

Aggregate maturities of long-term debt are as follows: 2002--$124.6 million;
2003--$32.2 million; 2004--$31.5 million; 2005--$25.4 million; 2006--$7.5
million and thereafter--$522.1 million.

Interest expense on debt, included in other operating costs and expenses, was
$59.0 million, $62.6 million, and $70.1 million in 2001, 2000 and 1999,
respectively. Interest paid amounted to $55.8 million in 2001, $63.4 million in
2000, and $70.1 million in 1999.


                                      F-33
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 8 -- Minority Interest

Minority interest relates to preferred stock issued by Signature Tomato, a
subsidiary of Signature Fruit, a subsidiary of the Company, which acquired
certain assets and assumed certain liabilities out of bankruptcy proceedings of
Tri-Valley Growers, Inc., a cooperative association, and equity interests in
consolidated partnerships. For financial reporting purposes, the assets, the
liabilities, and earnings of Signature Fruit and the partnerships are
consolidated in the Company's financial statements.

In conjunction with the transaction discussed above, Signature Tomato, a
subsidiary of Signature Fruit, issued $2.1 million of 14.24% cumulative, voting
preferred stock in exchange for debt. In addition, Signature Fruit sold 3.0% of
its Class A membership shares to outside third parties with put options
exercisable in a period from one to three years from acquisition. All amounts
arising from these transactions have been included in minority interest in the
accompanying consolidated balance sheets.

The minority interest in the equity of consolidated partnerships of
approximately $26.1 million reflects the original investment by minority
shareholders in various consolidated partnerships, along with their proportional
share of the earnings or losses of these partnerships.

Note 9 -- Reinsurance

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

<TABLE>
<CAPTION>
                                              2001                            2000                            1999
                                            Premiums                        Premiums                        Premiums
                                    Written         Earned          Written         Earned          Written         Earned
                                   -----------------------------------------------------------------------------------------
                                                                         (in millions)
<S>                                <C>             <C>             <C>             <C>             <C>             <C>
Life, Health and Annuity:
  Direct ....................      $ 3,076.8       $ 3,080.7       $ 3,181.1       $ 3,180.3       $ 2,940.2       $ 2,938.3
  Assumed ...................          427.7           427.7           465.3           465.4           311.3           311.3
  Ceded .....................       (1,156.5)       (1,156.5)       (1,255.0)       (1,255.0)       (1,228.5)       (1,228.5)
                                   -----------------------------------------------------------------------------------------
     Net life, health and
     annuity premiums .......        2,348.0         2,351.9         2,391.4         2,390.7         2,023.0         2,021.1
                                   -----------------------------------------------------------------------------------------

Property and Casualty:
  Direct ....................             --              --              --              --              --              --
  Assumed ...................             --              --              --              --             0.3             0.3
  Ceded .....................             --              --              --              --              --              --
                                   -----------------------------------------------------------------------------------------
     Net property and
     casualty premiums ......             --              --              --              --             0.3             0.3
                                   -----------------------------------------------------------------------------------------

     Net premiums ...........      $ 2,348.0       $ 2,351.9       $ 2,391.4       $ 2,390.7       $ 2,023.3       $ 2,021.4
                                   =========================================================================================
</TABLE>

For the years ended December 31, 2001, 2000 and 1999, benefits to policyholders
under life, health and annuity ceded reinsurance contracts were $552.7 million,
$649.4 million, and $514.5 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. 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


                                      F-34
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 9 -- Reinsurance - (Continued)

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, 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.

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 had been based on years of service and average compensation generally
during the three years prior to retirement. In 2001, the defined benefit pension
plans were amended to a cash balance basis under which benefits are based on
career average compensation. Under grandfathering rules, employees over a
certain age and with at least a certain number of years of service will receive
pension benefits based on the greater of the benefit from the cash balance basis
or the prior final average salary basis. This amendment became effective on
January 1, 2002. 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 $115.9 million in 2001, $102.2 million in 2000, and $97.6
million in 1999. Plan assets consist principally of listed equity securities and
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 2001 or 2000. 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 $258.7 million, and $236.2 million, respectively, at December 31,
2001, and $256.3 million, and $244.3 million, respectively, at December 31,
2000. Non-qualified plan assets, at fair value, were $4.6 million and $0.8
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 $10.6
million, $8.3 million, and $8.3 million, in 2001, 2000 and 1999, 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.


                                      F-35
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

Substantially all employees may become eligible for these benefits if they reach
certain age and service requirements 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, 2001 and 2000, 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.

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

<TABLE>
<CAPTION>
                                                                   Years Ended December 31
                                                                                    Other Postretirement
                                                         Pension Benefits                 Benefits
                                                     ---------------------------------------------------
                                                       2001           2000           2001          2000
                                                     ---------------------------------------------------
                                                                         (in millions)
<S>                                                  <C>            <C>            <C>           <C>
Change in benefit obligation:
   Benefit obligation at beginning of year ....      $1,803.6       $1,905.3       $ 486.8       $ 443.2
   Service cost ...............................          30.7           34.0           5.9           7.8
   Interest cost ..............................         129.1          129.2          31.8          30.9
   Amendments .................................          50.1          (10.3)        (48.3)           --
   Actuarial loss (gain) ......................          46.7         (143.7)         (1.3)         36.6
   Benefits paid ..............................        (127.1)        (110.9)        (29.6)        (31.7)
   Curtailment ................................            --             --          (3.9)           --
                                                     ---------------------------------------------------
   Benefit obligation at end of year ..........       1,933.1        1,803.6         441.4         486.8
                                                     ---------------------------------------------------

Change in plan assets:
   Fair value of plan assets at beginning
     of year ..................................       2,410.9        2,384.4         261.4         232.9
   Actual return on plan assets ...............        (105.8)         125.2          (6.7)          0.3
   Employer contribution ......................          18.9           12.2            --          35.5
   Benefits paid ..............................        (127.1)        (110.9)         (9.0)         (7.3)
                                                     ---------------------------------------------------
   Fair value of plan assets at end of year ...       2,196.9        2,410.9         245.7         261.4
                                                     ---------------------------------------------------

Funded status .................................         263.8          607.3        (195.7)       (225.4)
Unrecognized actuarial loss (gain) ............          24.3         (400.5)        (95.3)       (139.7)
Unrecognized prior service cost ...............          67.9           24.1         (47.5)         (1.4)
Unrecognized net transition asset .............           0.1            0.2            --            --
                                                     ---------------------------------------------------
Prepaid (accrued) benefit cost, net ...........      $  356.1       $  231.1       $(338.5)      $(366.5)
                                                     ===================================================

Amounts recognized in the consolidated
balance sheets consist of:
   Prepaid benefit cost .......................      $  523.9       $  380.7
   Accrued benefit liability ..................        (231.6)        (243.5)
   Intangible asset ...........................           0.5            6.0
   Accumulated other comprehensive
     income ...................................          63.3           87.9
                                                     -----------------------
Prepaid benefit cost, net .....................      $  356.1       $  231.1
                                                     =======================
</TABLE>


                                      F-36
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 10 -- Pension Benefits Plans and Other Postretirement Benefit Plans -
(Continued)

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

<TABLE>
<CAPTION>
                                                                      Years Ended December 31
                                                                                            Other
                                                             Pension Benefits       Postretirement Benefits
                                                         ---------------------------------------------------
                                                            2001         2000         2001          2000
                                                         ---------------------------------------------------
<S>                                                         <C>          <C>          <C>           <C>
Discount rate......................................         7.25%        7.25%        7.25%         7.25%
Expected return on plan assets ....................         9.50%        9.00%        9.50%         9.00%
Rate of compensation increase......................         4.20%        4.77%        4.20%         4.77%
</TABLE>

For measurement purposes, an 8.75% annual rate of increase in the per capita
cost of covered health care benefits was assumed for 2002. The rate was assumed
to decrease gradually to 5.25% in 2006 and remain at that level thereafter.

For the prior valuation, a 5.50% 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 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:

<TABLE>
<CAPTION>
                                                                            Year Ended December 31
                                                                                                         Other
                                                            Pension Benefits                    Postretirement Benefits
                                                  --------------------------------------------------------------------------
                                                    2001          2000          1999         2001         2000         1999
                                                  --------------------------------------------------------------------------
                                                                             (in millions)
<S>                                               <C>           <C>           <C>           <C>          <C>          <C>
Service cost ...............................      $  30.7       $  34.0       $  33.8       $  5.9       $  7.8       $  7.5
Interest cost ..............................        129.1         129.2         119.0         31.8         30.9         28.7
Expected return on plan assets .............       (223.8)       (209.9)       (182.9)       (24.4)       (24.1)       (18.3)
Amortization of transition asset ...........          0.1         (12.0)        (12.1)          --           --           --
Amortization of prior service cost .........          6.5           4.6           3.9         (2.2)        (0.2)        (0.2)
Recognized actuarial gain ..................        (18.3)         (9.3)         (6.3)        (6.8)        (8.7)        (8.5)
Other ......................................           --            --            --         (3.9)          --           --
                                                  --------------------------------------------------------------------------
     Net periodic benefit (credit) cost ....      $ (75.7)      $ (63.4)      $ (44.6)      $  0.4       $  5.7       $  9.2
                                                  ==========================================================================
</TABLE>

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:

<TABLE>
<CAPTION>
                                                                          1-Percentage             1-Percentage
                                                                         Point Increase           Point Decrease
                                                                     -------------------------------------------------
                                                                                      (in millions)
<S>                                                                           <C>                     <C>
Effect on total of service and interest costs
   in 2001.......................................................             $ 4.0                   $ (3.7)
Effect on postretirement benefit obligations
   as of December 31, 2001.......................................              42.2                    (38.8)
</TABLE>


                                      F-37
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 11 -- Commitments and Contingencies

The Company has extended commitments to purchase fixed maturity investments,
preferred and common stock, and other invested assets and to issue mortgage
loans on real estate totaling $518.4 million, $0.3 million, $491.2 million and
$212.9 million, respectively at December 31, 2001. If funded, loans related to
real estate mortgages would be fully collateralized by related properties. The
Company monitors the creditworthiness of borrowers under long-term bond
commitments and requires collateral as deemed necessary. The estimated fair
values of the commitments described above aggregate $1.2 billion at December 31,
2001. The majority of these commitments expire in 2002.

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, 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.

Class Action

During 1997, the Company entered into a court-approved settlement relating to a
class action lawsuit involving certain individual life insurance policies sold
from 1979 through 1996. In entering into the settlement, the Company
specifically denied any wrongdoing. The total reserve held in connection with
the settlement to provide for relief to class members and for legal and
administrative costs associated with the settlement amounted to $52.7 million
and $224.0 million at December 31, 2001 and 2000, respectively. Costs incurred
related to the settlement were $30.0 million and $140.2 million in 2001 and
1999, 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 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 (ADR) 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. The reserve estimate was further evaluated
quarterly, and was adjusted as noted above, in the fourth quarter of 2001. The
adjustment to the reserve in 2001 was the result of the Company being able to
better estimate the cost of settling the remaining claims, which on average tend
to be larger, more complicated claims. The better estimate comes from experience
with actual settlements on similar claims.

Administration of the ADR component of the settlement continues to date.
Although some uncertainty remains as to the cost of claims in the final phase
(i.e., arbitration) of the ADR process, it is expected that the final cost of
the settlement will not differ materially from the amounts presently provided
for by the Company.

Harris Trust

Since 1983, the Company has been involved in complex litigation known as Harris
Trust and Savings Bank, as Trustee of Sperry Master Retirement Trust No. 2 v.
John Hancock Mutual Life Insurance Company (S.D.N.Y. Civ. 83-5491). After
successive appeals to the Second Circuit and to the U.S. Supreme Court, the case
was remanded to the District Court and tried to a Federal District Court judge
in 1997. The judge issued an opinion in November 2000.

In that opinion the Court found against the Company and awarded the Trust
approximately $13.8 million in relation to this claim together with unspecified
additional pre-judgment interest on this amount from October 1988. The Court
also found against the Company on issues of liability valuation and ERISA law.
Damages in the amount of approximately $5.7 million, together with unspecified
pre-judgment interest from December 1996, were awarded on these issues. As part
of the relief, the judge ordered the removal of Hancock as a fiduciary to the
plan. On April 11, 2001, the Court entered a judgment against the Company for
approximately $84.9 million, which includes damages to the plaintiff,
pre-judgment interest, attorney's fees and other costs.


                                      F-38
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 11 -- Commitments and Contingencies - (Continued)

The Company believes that the underlying case was incorrectly decided and there
are promising grounds for challenging the District Court's decision. Therefore,
the Company has filed an appeal and believes that it is probable that the
Appeals Court will reverse the lower court's decision. Notwithstanding what the
Company believes to be the merits of the Company's position in this case, if
unsuccessful, its ultimate liability, including fees, costs and interest could
have a material adverse impact on net income. However, the Company does not
believe that any such liability would be material in relation to its financial
position or liquidity.

Note 12 - Shareholder's Equity

(a) Common Stock

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

(b) Other Comprehensive Income

The components of accumulated other comprehensive income are as follows:

<TABLE>
<CAPTION>
                                                                         Net
                                                                      Accumulated       Foreign                        Accumulated
                                                         Net          Gain (Loss)      Currency         Minimum           Other
                                                      Unrealized        on Cash       Translation       Pension       Comprehensive
                                                    Gains (Losses)    Flow Hedges      Adjustment      Liability          Income
                                                    -------------------------------------------------------------------------------
                                                                                     (in millions)
<S>                                                    <C>                   <C>         <C>             <C>             <C>
Balance at December 31, 1998 ...................       $ 320.5               --          $ (0.7)         $(38.3)         $ 281.5
Gross unrealized gains (losses) (net of
   deferred income tax benefit of $234.7
   million) ....................................        (453.8)              --              --              --           (453.8)
Reclassification adjustment for gains
   (losses), realized in net income (net of
   tax expense of $4.5 million) ................           8.2               --              --              --              8.2
Adjustment for participating group annuity
   contracts (net of deferred income tax
   expense of $40.1 million) ...................          74.6               --              --              --             74.6
Adjustment for deferred policy acquisition
   costs and present value of future profits
   (net of deferred income tax expense of
   $60.7 million) ..............................         119.6               --              --              --            119.6
                                                    -------------------------------------------------------------------------------
Net unrealized gains (losses) ..................        (251.4)              --              --              --           (251.4)

Foreign currency translation adjustment ........            --                             (1.8)             --             (1.8)
Minimum pension liability (net of deferred
   income tax benefit of $12.3 million) ........            --                               --           (22.9)           (22.9)
                                                    -------------------------------------------------------------------------------
Balance at December 31, 1999 ...................       $  69.1               --          $ (2.5)         $(61.2)         $   5.4
                                                    ================================================================================
</TABLE>


                                      F-39
<PAGE>

<TABLE>
<CAPTION>
                                             JOHN HANCOCK LIFE INSURANCE COMPANY
                                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 12 - Shareholder's Equity - (Continued)

                                                                         Net
                                                                      Accumulated       Foreign                        Accumulated
                                                         Net          Gain (Loss)       Currency        Minimum          Other
                                                      Unrealized       on Cash        Translation       Pension       Comprehensive
                                                    Gains (Losses)    Flow Hedges      Adjustment      Liability         Income
                                                    ------------------------------------------------------------------------------
                                                                                     (in millions)
<S>                                                     <C>                  <C>         <C>             <C>              <C>
Balance at December 31, 1999 ...................        $ 69.1               --          $ (2.5)         $(61.2)          $  5.4
Gross unrealized gains (losses) (net of
   deferred income tax benefit of $8.1
   million) ....................................         (12.7)              --              --              --            (12.7)
Reclassification adjustment for gains
   (losses), realized in net income (net of
   tax expense of $59.8 million) ...............         111.2               --              --              --            111.2
Adjustment for participating group annuity
   contracts (net of deferred income tax
   benefit of $3.6 million) ....................          (6.8)              --              --              --             (6.8)
Adjustment for policyholder dividend
   obligation (net of income tax benefit
   of $4.7 million) ............................          (8.8)              --              --              --             (8.8)
Adjustment for deferred policy acquisition
   costs and present value of future profits
   (net of deferred income tax benefit of
   $15.4 million) ..............................         (28.3)              --              --              --            (28.3)
                                                    ------------------------------------------------------------------------------
Net unrealized gains (losses) ..................          54.6               --              --              --             54.6

Foreign currency translation adjustment ........                                           (1.5)                            (1.5)
Minimum pension liability (net of deferred
   income tax expense of $4.4 million) .........            --               --              --             8.2              8.2
                                                    ------------------------------------------------------------------------------
Balance at December 31, 2000 ...................        $123.7               --          $ (4.0)         $(53.0)          $ 66.7
                                                    ==============================================================================
Gross unrealized gains (losses) (net of
   deferred income tax benefit of $49.1
   million) ....................................         (88.3)              --              --              --            (88.3)
Reclassification adjustment for gains
   (losses), realized in net income (net of
   tax expense of  $80.8 million) ..............         150.1               --              --              --            150.1
Adjustment for participating group annuity
   contracts (net of deferred income tax
   benefit of $5.1 million) ....................          (9.5)              --              --              --             (9.5)
Adjustment for deferred policy acquisition
   costs and present value of future profits
   (net of deferred income tax benefit of
   $25.8 million) ..............................         (47.8)              --              --              --            (47.8)
Adjustment for policyholder dividend obligation
   (net of tax benefit of $46.1 million) .......         (85.6)              --              --              --            (85.6)
                                                    ------------------------------------------------------------------------------
Net unrealized gains (losses) ..................         (81.1)                              --              --            (81.1)

Foreign currency translation adjustment ........            --               --             1.0              --              1.0
Minimum pension liability (net of deferred
   income tax expense
   of $8.2 million) ............................            --               --              --            15.2             15.2
Net accumulated gains (losses) on cash
   flow hedges (net of tax benefit of
   $2.1 million) ...............................            --             (3.8)             --              --             (3.8)
Change in accounting principle (net of
   income tax expense of $122.6 million) .......         204.7             22.9              --              --            227.6
                                                    ------------------------------------------------------------------------------
Balance at December 31, 2001 ...................        $247.3            $19.1           $(3.0)         $(37.8)          $225.6
                                                    ==============================================================================
</TABLE>


                                      F-40
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 12 - Shareholder's Equity - (Continued)

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

<TABLE>
<CAPTION>
                                                                    Year Ended
                                                          2001         2000         1999
                                                         --------------------------------
                                                                  (in millions)
<S>                                                      <C>          <C>         <C>
Balance, end of year comprises:
   Unrealized investment gains (losses) on:
      Fixed maturities ............................      $294.1       $103.0      $(190.5)
      Equity investments ..........................       129.2        258.5        136.6
      Derivatives and other .......................       205.0       (155.8)       107.5
                                                         --------------------------------
Total .............................................       628.3        205.7         53.6

Amounts of unrealized investment (gains) losses
   attributable to:
      Participating group annuity contracts .......       (49.0)       (34.4)       (24.0)
      Deferred policy acquisition cost and
         present value of future profits ..........       (51.0)        22.6         66.3
      Policyholder dividend obligation ............      (145.2)       (13.5)          --
      Deferred federal income taxes ...............      (135.8)       (56.7)       (26.8)
                                                         --------------------------------
Total .............................................      (381.0)       (82.0)        15.5
                                                         --------------------------------

Net unrealized investment gains ...................      $247.3       $123.7      $  69.1
                                                         ================================
</TABLE>

(c) Statutory Results

The Company adopted the new codified statutory accounting principles
(Codification) effective January 1, 2001. Codification changes prescribe
statutory accounting practices and results in changes to the accounting
practices that the Company and its domestic life insurance subsidiaries use to
prepare their statutory-basis financial statements.

The 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. For the Company, the
Commonwealth of Massachusetts only recognizes statutory accounting practices
prescribed or permitted by Massachusetts insurance regulations and laws. The
National Association of Insurance Commissioners' "Accounting Practices and
Procedures" manual (NAIC SAP) has been adopted as a component of prescribed or
permitted practices by Massachusetts. The Commissioner of Insurance has the
right to permit other specific practices that deviate from prescribed practices.

Prior to 2001, the Commissioner had provided the Company approval to recognize
as an admitted asset the pension plan prepaid expense in accordance with the
requirements of SFAS No. 87, "Employers' Accounting for Pensions." Beginning in
2001, the Commissioner has provided the Company with approval to phase-in over a
three-year period the impact of implementing the material provisions of
statutory SSAP No. 8, "Pensions." As a result of this permitted practice, the
Company's reported statutory surplus as of December 31, 2001 is increased by
$319.5 million over what it would be under NAIC SAP. Statutory net income is not
impacted by this permitted practice.

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.

                                      F-41
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 12 - Shareholder's Equity - (Continued)

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. Investors Guaranty Life Insurance Company, a former subsidiary of the
Company, was sold in 2001, and its statutory net income for the period January
1, 2001 to May 22, 2001 and for the years 2000 and 1999, and its statutory
surplus at December 31, 2000 and 1999, are included in the table below.

                                      As of or for the Years Ended December 31
                                      2001             2000              1999
                                    -------------------------------------------
                                                  (in millions)

Statutory surplus...............    $3,513.6         $3,700.5          $3,456.7

Statutory net income............       631.4            617.6             573.2

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.


                                      F-42
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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.

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.

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 and
closed end funds. This segment distributes its products through distribution
channels including insurance agents and brokers affiliated with the Company,
securities brokerage firms, financial planners, and banks.

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.

Investment Management Segment. Offers a wide range of investment management
products and services to 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
group insurance program, certain corporate operations, and businesses that are
either disposed or in run-off. The international group insurance program
consists of an international network of 46 insurers that coordinate and/or
reinsure group life, health, disability and pension coverage for foreign and
globally mobile employees of multinational companies in 50 countries and
territories. 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.

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 and other
gains (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 and other gains (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 net realized investment and other gains (losses), net of related
amortization adjustment for deferred policy acquisition costs, amounts credited
to participating pension contractholder accounts and policyholder dividend
obligation (the adjustment for net realized investment and other 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


                                      F-43
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 13- Segment Information - (continued)

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 changes.

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):

<TABLE>
<CAPTION>
                                                                      Asset                  Investment   Corporate
2001                                                   Protection   Gathering      G&SFP     Management   and Other  Consolidated
                                                       --------------------------------------------------------------------------
<S>                                                    <C>          <C>          <C>          <C>          <C>          <C>
Revenues:
     Segment revenues ..............................   $ 3,054.7    $ 1,155.0    $ 2,369.5    $   143.2    $   650.6    $ 7,373.0
     Net realized investment and other
       gains (losses) ..............................       (98.1)       (54.8)      (121.1)        (0.2)        25.2       (249.0)
                                                       --------------------------------------------------------------------------
     Revenues ......................................   $ 2,956.6    $ 1,100.2    $ 2,248.4    $   143.0    $   675.8    $ 7,124.0
                                                       ==========================================================================
     Net investment income .........................   $ 1,258.5    $   498.5    $ 1,834.5    $    28.7    $    26.0    $ 3,646.2
Net Income:
     Segment after-tax operating income ............       284.3        148.3        238.0         29.8         55.4        755.8
     Realized investment gains (losses), net .......       (62.2)       (34.7)       (77.0)        (0.2)        16.6       (157.5)
     Class action lawsuit ..........................          --           --           --           --        (19.5)       (19.5)
     Restructuring charges .........................        (4.4)       (17.6)        (1.2)        (0.9)        (1.3)       (25.4)
     Surplus tax ...................................         9.6          0.2          2.6          0.1          0.8         13.3
     Cumulative effect of accounting
       changes, net of tax .........................        11.7         (0.5)        (1.2)        (0.2)        (2.6)         7.2
                                                       --------------------------------------------------------------------------
     Net income ....................................   $   239.0    $    95.7    $   161.2    $    28.6    $    49.4    $   573.9
                                                       ==========================================================================
Supplemental Information:
     Inter-segment revenues ........................          --           --           --    $    28.0    $   (28.0)          --
     Equity in net income of investees
       accounted for by the equity method ..........   $    12.9    $     7.0    $    24.8          6.9          4.8    $    56.4
     Amortization of deferred policy
       acquisition costs ...........................       171.3         75.0          2.4           --          0.3        249.0
     Interest expense ..............................         0.9          1.9           --         12.4         43.8         59.0
     Income tax expense ............................       108.8         35.0         71.0         16.2        (30.3)       200.7
     Segment assets ................................    28,912.5     14,740.5     32,253.9      2,049.8      3,168.0     81,124.7
Net Realized Investment and other Gains
   (Losses) Data:
   Net realized investment and other gains
     (losses) ......................................      (122.9)       (76.4)       (78.8)         3.0         25.2       (249.9)
   Less amortization of deferred policy
     acquisition costs related to net
     realized investment and other gains
     (losses) ......................................         7.8         21.6           --           --           --         29.4
   Less amounts credited to participating
     pension contractholder accounts ...............          --           --        (42.3)          --           --        (42.3)
   Add amounts credited to the policyholder
     dividend obligation ...........................        17.0           --           --           --           --         17.0
                                                       --------------------------------------------------------------------------
   Net realized investment and other gains (losses),
     net of related amortization of deferred policy
     acquisition costs, amounts credited to
     participating pension contractholders and
     amounts credited to the policyholder dividend
     obligation -- per the consolidated
     financial statements ..........................       (98.1)       (54.8)      (121.1)         3.0         25.2       (245.8)
   Less net realized investment and other
     gains (losses) attributable to
     mortgage securitizations ......................          --           --           --         (3.2)          --         (3.2)
                                                       --------------------------------------------------------------------------
   Net realized investment and other gains
     (losses), net-pre-tax adjustment made
     to calculate segment operating income .........       (98.1)       (54.8)      (121.1)        (0.2)        25.2       (249.0)
   Less income tax effect ..........................        35.9         20.1         44.1           --         (8.6)        91.5
                                                       --------------------------------------------------------------------------
   Net realized investment and other gains (losses),
     net-after-tax adjustment made to calculate
     segment operating income ......................   $   (62.2)   $   (34.7)   $   (77.0)   $    (0.2)   $    16.6    $  (157.5)
                                                       ==========================================================================
</TABLE>


                                      F-44
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 13 -- Segment Information (continued)

<TABLE>
<CAPTION>
                                                              Asset                  Investment    Corporate
2000                                           Protection   Gathering      G&SFP     Management    and Other   Consolidated
                                               ----------------------------------------------------------------------------
<S>                                            <C>          <C>          <C>          <C>          <C>            <C>
Revenues:
     Segment revenues ......................   $ 2,887.0    $ 1,195.9    $ 2,427.2    $   212.0    $   577.0      $ 7,299.1
     Net realized investment and other
       gains (losses) ......................       (24.4)        15.4        (64.7)         7.1        141.7           75.1
                                               ----------------------------------------------------------------------------
     Revenues ..............................   $ 2,862.6    $ 1,211.3    $ 2,362.5    $   219.1    $   718.7      $ 7,374.2
                                               ============================================================================
     Net investment income .................   $ 1,196.3    $   445.8    $ 1,741.9    $    22.7    $   157.2      $ 3,563.9
Net Income:
     Segment after-tax operating income ....       238.8        128.8        211.6         46.8         82.4          708.4
     Realized investment gains (losses), net       (18.2)        18.6        (40.5)         4.4         87.3           51.6
     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 ............................   $   229.5    $   145.7    $   179.4    $    51.2    $   186.4      $   792.2
                                               ============================================================================
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 ...................       106.0         78.8          2.6           --         (0.3)         187.1
     Interest expense ......................         2.9          3.5          1.0         12.1         43.1           62.6
     Income tax expense ....................        82.0         57.9         78.3         35.2         55.5          308.9
     Segment assets ........................    27,091.5     14,067.2     31,161.1      3,124.5      2,967.7       78,412.0
Net Realized Investment and other Gains
   (Losses) Data:
   Net realized investment and other gains
     (losses) ..............................       (23.2)        18.9        (57.8)        10.3        141.7           89.9
   Less amortization of deferred policy
     acquisition costs related to net
     realized investment and other gains
     (losses) ..............................        12.9         (3.5)          --           --           --            9.4
   Less amounts credited to participating
     pension contractholder accounts .......          --           --         (6.9)          --           --           (6.9)
   Less amounts credited to policyholder
     dividend obligation ...................       (14.1)          --           --           --           --          (14.1)
                                               ----------------------------------------------------------------------------
   Net realized investment and other gains
     (losses), net of related amortization
     of deferred policy acquisition costs,
     amounts credited to participating
     pension contractholders and amounts
     credited to the policyholder dividend
     obligation-- per consolidated financial
     statements ............................       (24.4)        15.4        (64.7)        10.3        141.7           78.3
   Less net realized investment and other
     gains (losses) attributable to
     mortgage securitizations ..............          --           --           --         (3.2)          --           (3.2)
                                               ----------------------------------------------------------------------------
   Net realized investment and other gains
     (losses), net-pre-tax adjustment made
     to calculate segment operating income .       (24.4)        15.4        (64.7)         7.1        141.7           75.1
   Less income tax effect ..................         6.2          3.2         24.2         (2.7)       (54.4)         (23.5)
                                               ----------------------------------------------------------------------------
   Net realized investment and other gains
     (losses), net-after-tax adjustment
     made to calculate segment operating
     income ................................   $   (18.2)   $    18.6    $   (40.5)   $     4.4    $    87.3      $    51.6
                                               ============================================================================
</TABLE>


                                      F-45
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 13 -- Segment Information (continued)

<TABLE>
<CAPTION>
                                                               Asset                   Investment    Corporate
1999                                           Protection    Gathering      G&SFP      Management    and Other   Consolidated
                                               ------------------------------------------------------------------------------
<S>                                            <C>          <C>            <C>          <C>            <C>          <C>
Revenues:
     Segment revenues ......................   $ 2,756.9    $ 1,057.3      $ 2,028.2    $   189.9      $   532.4    $ 6,564.7
     Net realized investment and other
       gains (losses) ......................       173.6        (11.0)          93.3          3.1          (61.7)       197.3
                                               ------------------------------------------------------------------------------
     Revenues ..............................   $ 2,930.5    $ 1,046.3      $ 2,121.5    $   193.0      $   470.7    $ 6,762.0
                                               ==============================================================================
     Net investment income .................   $ 1,101.9    $   388.6      $ 1,681.3    $    45.9      $   121.2    $ 3,338.9
Net Income:
     Segment after-tax operating income ....       188.7        115.1          201.7         37.3           45.6        588.4
     Realized investment gains (losses), net       108.6         (6.9)          58.4          2.0          (45.6)       116.5
     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)          --           (2.3)       (22.3)
     Workers compensation reinsurance
       reserves ............................          --           --             --           --         (133.7)      (133.7)
     Group pension dividend transfer .......          --           --         (205.8)          --             --       (205.8)
     Demutualization expenses ..............       (61.3)       (13.0)         (16.1)          --           (2.2)       (92.6)
     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      $  (230.0)   $   125.9
                                               ==============================================================================
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           --           (0.8)       125.0
     Interest expense ......................         0.7          6.2             --          5.3           57.9         70.1
     Income tax expense (credit) ...........       138.9         52.6           (7.5)        26.5         (129.0)        81.5
     Segment assets ........................    25,372.1     14,297.2       30,370.5      3,531.4        2,488.7     76,059.9
Net Realized Investment and other Gains
   (Losses) Data:
   Net realized investment and other gains
     (losses) ..............................       228.4        (16.1)          97.4          6.6          (61.7)       254.6
   Less amortization of deferred policy
     acquisition costs related to net
     realized investment and other gains
     (losses) ..............................       (54.8)         5.1             --           --             --        (49.7)
   Less amounts credited to participating
     pension contractholder accounts .......          --           --          (35.3)          --             --        (35.3)
                                               ------------------------------------------------------------------------------
   Net realized investment and other 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          (61.7)       169.6
   Less net realized investment and other
     gains (losses) 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)
                                               ------------------------------------------------------------------------------
   Net realized investment and other gains
     (losses), net-pre-tax adjustment made
     to calculate segment operating income .       173.6        (11.0)          93.3          3.1          (94.7)       164.3
   Less income tax effect ..................       (65.0)         4.1          (34.9)        (1.1)          49.1        (47.8)
                                               ------------------------------------------------------------------------------
   Net realized investment and other gains
     (losses), net-after-tax adjustment
     made to calculate segment operating
     income ................................   $   108.6    $    (6.9)     $    58.4    $     2.0      $   (45.6)   $   116.5
                                               ==============================================================================
</TABLE>


                                      F-46
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 13 -- Segment Information (continued)

The Company operates primarily in the United States and also in Indonesia. In
addition, the international group insurance program consists of a network of 46
insurers that coordinate and/or reinsure group life, health, disability and
pension coverage for foreign and globally mobile employees of multinational
companies in 50 countries and territories. The following table summarizes
selected financial information by geographic location for the year ended or at
December 31:

<TABLE>
<CAPTION>
                                                                             Income Before
                                                                           Income Taxes and
                                                                              Cumulative
                                                            Long-Lived        Effect of
Location                     Revenues         Assets          Assets      Accounting Changes
--------------------------------------------------------------------------------------------
                                                  (in millions)
<S>                          <C>              <C>            <C>               <C>
2001
United States ......         $6,917.4         $533.8         $81,052.9         $  761.4
Foreign -- other ...            206.6            0.6              71.8              6.0
                             ----------------------------------------------------------
                             $7,124.0         $534.4         $81,124.7         $  767.4
                             ==========================================================
2000
United States ......         $7,201.4         $419.6         $78,346.9         $1,093.4
Foreign -- other ...            172.8            0.3              65.1              7.7
                             ----------------------------------------------------------
                             $7,374.2         $419.9         $78,412.0         $1,101.1
                             ==========================================================
1999
United States ......         $6,573.0         $440.0         $75,993.0         $  211.2
Foreign -- other ...            189.0            0.4              66.9              5.9
                             ----------------------------------------------------------
                             $6,762.0         $440.4         $76,059.9         $  217.1
                             ==========================================================
</TABLE>

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


                                      F-47
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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.

      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.


                                      F-48
<PAGE>

                       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:

<TABLE>
<CAPTION>
                                                                                        December 31
                                                             -----------------------------------------------------------------
                                                                        2001                                  2000
                                                             ---------------------------          ----------------------------
                                                             Carrying            Fair             Carrying             Fair
                                                               Value             Value              Value              Value
                                                             ---------------------------          ----------------------------
                                                                                      (in millions)
<S>                                                          <C>               <C>                <C>                <C>
Assets:
     Fixed maturities:
       Held-to-maturity ............................         $ 1,923.5         $ 1,908.2          $14,145.1          $13,965.8
       Available-for-sale ..........................          36,072.1          36,072.1           15,925.4           15,925.4
     Equity securities:
       Available-for-sale ..........................             562.3             562.3              846.1              846.1
       Trading securities ..........................               1.4               1.4                1.6                1.6
     Mortgage loans on real estate .................           9,667.0          10,215.0            9,659.4           10,075.2
     Policy loans ..................................           1,927.0           1,927.0              447.9              447.9
     Short-term investments ........................              78.6              78.6              174.9              174.9
     Cash and cash equivalents .....................           1,025.3           1,025.3            2,966.3            2,966.3
Derivatives:
     Futures contracts, net ........................               0.0               0.0              (14.8)             (14.8)
     Interest rate swap agreements .................              24.9              24.9             (178.2)            (296.8)
     Interest rate swap CMT ........................               7.5               7.5                0.0                0.0
     Interest rate cap agreements ..................               3.6               3.6                0.1                0.1
     Interest rate floor agreements ................              56.5              56.5                0.0                0.0
     Interest rate swaption agreements .............               0.0               0.0               (1.3)              (1.3)
     Currency rate swap agreements .................             401.6             401.6               11.4               11.4
     Equity collar agreements ......................              16.7              16.7               11.7               11.7

Liabilities:
     Debt ..........................................             743.3             758.8              779.3              771.5
     Guaranteed investment contracts and
       funding agreements ..........................          16,142.7          15,947.0           14,333.9           13,953.8
     Fixed rate deferred and immediate annuities ...           6,212.2           6,123.3            5,195.2            5,101.3
     Supplementary contracts
       without life contingencies ..................              54.4              58.4               60.0               63.1
Derivatives:
     Futures contracts, net ........................               0.9               0.9                1.4                1.4
     Interest rate swap agreements .................             420.3             420.3                0.0              114.3
     Interest rate swap CMT ........................               0.0               0.0                0.0               (5.2)
     Interest rate cap agreements ..................               0.0               0.0                2.1                2.1
     Interest rate floor agreements ................               0.0               0.0               59.0               59.0
     Interest rate swaption agreements .............               1.3               1.3                0.0                0.0
     Currency rate swap agreements .................             318.2             318.2                0.0             (473.0)
     Equity collar agreements ......................              18.9              18.9                0.0                0.0

Commitments ........................................                --          (1,241.3)                --           (1,694.2)
</TABLE>


                                      F-49
<PAGE>

                       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 John Hancock Financial
Services, Inc., approved and adopted the 1999 Long-Term Stock Incentive Plan
(the Incentive Plan), which originally had been approved by the Board of
Directors (the Board) 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' common stock. In 2001, JHFS' Board
adopted and the shareholders approved the amended and restated 1999 Long-Term
Stock Incentive Plan (as amended, the Long-Term Stock Incentive Plan) and the
Non-Employee Directors Long-Term Stock Incentive Plan (the Directors' Plan,
collectively, the Incentive Plans).

The maximum number of shares of JHFS common stock available under the Long-Term
Stock Incentive Plan is 40,741,403. Of these, no more than 8,148,281 shares
shall be available for stock awards, and the maximum number of shares that may
be granted as incentive stock options is 32,593,122 shares. The aggregate number
of shares that may be covered by awards for any one participant over the period
that the Long-Term Stock Incentive Plan is in effect shall not exceed 8,148,281
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 maximum number of shares available in the Non-Employee Directors' Long-Term
Stock Incentive Plan is 1,000,000 shares of common stock. Pursuant to the
Non-Employee Directors' Long-Term Stock Incentive Plan, each director receives
50% of the annual retainer paid to eligible directors in the form of stock
awards. If a director elects to have the remaining 50% of their retainer
invested in shares of the JHFS' common stock through purchases on the open
market, JHFS grants a partial matching stock award, which is forfeitable within
three years prior to a change of control if his/her service as a director
terminates (other than for death, disability or retirement). In addition, on
shareholder approval of the Non-Employee Directors' Long-Term Stock Incentive
Plan, each director received a non-qualified stock option award of 15,000 shares
and annually thereafter will receive non-qualified stock option awards for 5,000
shares (except that each new director shall receive an option exercisable for
15,000 shares and will not be eligible for an annual grant in the same year.)

The Incentive Plans have options exercisable at the dates listed in the table
below. JHFS granted 11.0 million options to the Company's employees during the
year ended December 31, 2001. Options outstanding under the Long-Term Stock
Incentive Plan were granted at a price equal to the fair market value of the
stock on the date of grant, vest over a two-year period, and expire five years
after the grant date. Options outstanding under the Non-Employee Director's Long
Term Stock Incentive Plan were granted at a price equal to the fair market value
of the stock on the date of grant, vest immediately, and expire five years after
grant date.

The status of JHFS stock options held by the Company's employees under the
Long-Term Stock Incentive Plan and and Directors of the Company under the
Non-Employee Directors' Long-Term Stock Incentive Plan are summarized below as
of December 31:

<TABLE>
<CAPTION>
                                                           Weighted-
                                                            average
                                                           exercise   Shares subject      Weighted-
                                              Number of    price per  to exercisable  average exercise
                                               options       option      options      price per option
                                        --------------------------------------------------------------
                                           (in thousands)             (in thousands)
<S>                                            <C>          <C>           <C>            <C>
Outstanding at February 1, 2000                       -          -
     Granted                                    4,165.0     $14.06
     Exercised                                      0.2      13.94
     Canceled                                     275.8      13.94

                                        --------------------------------------------------------------
Outstanding at December 31, 2000                3,889.0     $14.07
                                        --------------------------------------------------------------

     Granted                                   10,992.1      35.96
     Exercised                                    746.3      14.05
     Canceled                                     984.8      29.61

                                        --------------------------------------------------------------
Outstanding at December 31, 2001               13,150.0     $31.21        2,270.5        $26.03
                                        --------------------------------------------------------------
</TABLE>


                                      F-50
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 15 - Stock Compensation Plans - (Continued)

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, with the exception of the Signator Stock Option Program. Had
compensation expense for the remaining Company's stock-based compensation plans
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. The effects of applying SFAS No. 123 on
proforma disclosures of net income indicated below are not likely to be
representative of the pro-forma effects on net income in future years for the
following reasons: 1) the number of future shares to be issued under these plans
is not known, 2) the effect of an additional year of vesting options granted in
prior years is not considered in the assumptions and 3) the assumptions used to
determine the fair value can vary significantly.

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 the 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 employee
stock options.

The estimated weighted-average fair value per share using the Black-Scholes
option valuation model is $9.24 and $3.66, respectively, for the years ending
December 31, 2001 and 2000, using the following assumptions:

                                           2001                   2000
                                   ---------------------------------------------
Expected term                           3-5 years               2-5 years
Risk free rate (1)                     4.6% - 6.0%             4.8% - 5.6%
Dividend yield                             1.0%                    1.8%
Expected volatility                       32.0%                   24.0%

(1) Dependent on grant date.

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:

<TABLE>
<CAPTION>
                                                    Year Ended December 31,      For the Period
                                  Year Ended                  2000             February 1 through
                               December 31, 2001     Pro Forma (unaudited)      December 31, 2000
                            -------------------------------------------------------------------------
                                                        (in millions)
<S>                                 <C>                      <C>                      <C>
Net income:
     As reported                    $573.9                   $792.2                   $750.3
     Pro forma (unaudited)           540.6                    790.0                    748.8
</TABLE>

The following table summarizes information about JHFS' stock options held by the
Company's employees, outstanding at December 31, 2001:

<TABLE>
<CAPTION>
                                     Weighted-average
                       Number of        remaining                          Number of
                        options        contractual    Weighted-average    exercisable      Weighted-average
      Range of       outstanding at       life         exercise price      options at     exercise price per
   exercise price       12/31/01         (years)         per option         12/31/01      exercisable options
--------------------------------------------------------------------------------------------------------------
                     (in thousands)                                      (in thousands)
<S>                     <C>                <C>              <C>             <C>                 <C>
   $12.29 - $16.39       2,849.3           3.2              $13.94          1,013.9             $13.94
   $20.49 - $24.58          35.2           3.6               23.59             16.6              23.59
   $32.78 - $36.88       9,240.0           4.1               35.55          1,045.0              35.53
   $36.88 - $40.98       1,025.5           4.4               39.31            195.0              38.18
--------------------------------------------------------------------------------------------------------------
                        13,150.0           3.9              $30.92          2,270.5             $26.03
                   ===========================================================================================
</TABLE>


                                      F-51
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 15 - Stock Compensation Plans - (Continued)

In February 2001, JHFS implemented the Signator Stock Options Grant Program,
under the Long-Term Stock Incentive Plan. The program granted 339,307 stock
options to non-employee general agents (agents) at the market price of $35.53
per share. The stock options vest over a two-year period, subject to continued
participation in the JHFS sales program and attainment of established,
individual sales goals. After one year of vesting, an agent is allowed to
exercise 50% of the stock options granted. The Company amortizes compensation
expense for the grant over a 24-month period commencing on grant date at a fair
value of $9.24 per option determined by the Black-Scholes option valuation
model. Total expense recognized for the year ended December 31, 2001, is $1.3
million. The total grant date fair value of the stock options granted under the
program from January 1, 2001 through December 31, 2001, is $3.1 million. During
2001, 4,737 stock options were forfeited with a total grant date price of $0.01
million. The outstanding option balance in the Signator Grant Program is 334,570
at December 31, 2001.

On March 13, 2000, JHFS granted 281,084 shares of non-vested stock to key
Company personnel at a weighted- average grant price of $14.34 per share. These
grants of non-vested stock are forfeitable and vest at three or five years of
service within the Company. The Company recognizes compensation expense
immediately, as the grants are based on historical compensation. The total
grant-date price of the non-vested stock granted from January 1, 2000 through
December 31, 2000 is $4.0 million. During 2001 and 2000, 12,142 and 50,837
shares of this non-vested stock were forfeited with a total grant date price of
$0.2 million and $0.7 million, respectively. The outstanding share balance in
the 2000 plan is 218,105 as of December 31, 2001.

On February 12, March 12 and March 15, 2001, JHFS granted an aggregate 265,391
total shares of non-vested stock to key Company personnel. The program was
funded with cash and the shares were purchased on the open market at the
weighted-average grant price of $37.22 per share. These grants of non-vested
stock are forfeitable and vest at three years of service within the Company. The
Company recognizes compensation expense immediately, as the grants are based on
historical compensation. The total grant-date price of the non-vested stock
granted from January 1, 2001 through December 31, 2001 is $9.9 million. During
2001, 16,414 shares of non-vested stock were forfeited with a total grant-date
price of $0.6 million. The outstanding share balance in the 2001 plan is
248,977.

During 2001, JHFS granted 72,749 shares of non-vested stock to Company executive
officers at a weighted-average grant price of $35.72 per share. These grants of
non-vested stock are forfeitable and vest at three or five years of service
within the Company. The Company amortizes compensation expense for the grant
over the vesting period. Total amortization for the period ending December 31,
2001, is $0.3 million. The total grant-date price of the non-vested stock
granted from January 1, 2001 through December 31, 2001, is $2.6 million. During
2001, 14,000 shares of non-vested stock were forfeited with a total grant-date
exercise price of $0.5 million. The outstanding share balance in the Executive
Restricted Stock Compensation Plan is 58,749 at December 31, 2001.

In 2001, JHFS issued 3,129 shares to Non-Employee Directors as payment of 50% of
their quarterly retainer. These shares are not forfeitable and vest immediately.
The total grant-date price of this stock issued to the Company's non-employee
directors from January 1, 2001 through December 31, 2001 is $0.1 million. In
addition, in July 2001, the Company implemented a plan that would allow
directors, at their discretion, to invest one half of their quarterly retainer
in JHFS' common stock in lieu of receiving cash. JHFS will match any investment
at a rate of 50%. The restricted stock given as matching shares, is forfeitable
and vests over three years, thus amortizes the balance to director compensation
expense over the vesting period. At December 31, 2001, 256 shares were matched
under the program at a weighted-average grant price per share of $39.07. Total
amortization expense recognized for the period ending December 31, 2001 is $0.01
million. There were no forfeitures through December 31, 2001.

On January 9, 2002, the Compensation Committee of JHFS' Board of Directors
approved stock and stock option grants to the Policy Committee and certain key
employees of the Company. The equity grants were made in compliance with the
terms of the Long-Term Stock Incentive Plan. A total of 550.0 thousand shares of
non-vested stock was granted, with a total grant date price of $22.9 million. A
total of 6.2 million options were granted, with a grant date fair value of
$12.57 per option as determined by the Black-Scholes option valuation model.


                                      F-52
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 15 - Stock Compensation Plans - (Continued)

On February 5, 2002, the Compensation Committee of JHFS' Board of Directors
approved stock grants to executive officers and approved stock and stock option
grants to certain key employees and agents of the Company. A total of 87.4
thousand shares of non-vested stock was issued by the Company to executive
officers for cash totaling $3.3 million or $38.22 per share. A total of 154.6
thousand shares of non-vested stock was granted to certain key personnel, with a
total grant price of $5.9 million. This program was funded with cash and the
shares were purchased on the open market at the weighted-average grant price of
$38.22 per share. A total of 602.0 thousand options were granted, with a grant
date price of $11.34 per option as determined by the Black-Scholes option
valuation model.

Stock Ownership Loan Program

In January 2000, JHFS adopted a loan program whereby JHFS may extend credit to
key Company executives to purchase JHFS stock in order for them to meet
mandatory stock ownership requirements. These full recourse loans bear interest
at variable rates and principal and interest are payable no later than the death
of the executive, termination of employment or five years. As of December 31,
2001 and 2000, these amounts loaned by JHFS to Company executives were $2.9
million and $3.6 million, respectively


                                      F-53
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

                     SCHEDULE I -- SUMMARY OF INVESTMENTS -
                    OTHER THAN INVESTMENTS IN RELATED PARTIES
                             As of December 31, 2001
                                  (in millions)

<TABLE>
<CAPTION>
Column A                                                     Column B         Column C          Column D
                                                                                             AMOUNT AT WHICH
                                                                                              SHOWN IN THE
                                                                                              CONSOLIDATED
TYPE OF INVESTMENT                                           COST (2)           VALUE         BALANCE SHEET
------------------------------------------------------------------------------------------------------------
<S>                                                         <C>               <C>               <C>
Fixed maturity securities, available-for-sale:
Bonds:
United States government and government
agencies and authorities ...............................    $   332.7         $   330.1         $   330.1
States, municipalities and political subdivisions ......        202.6             206.9             206.9
Foreign governments ....................................        457.0             497.8             497.8
Public utilities .......................................      3,178.5           3,198.0           3,198.0
Convertibles and bonds with warrants attached ..........        496.7             503.5             503.5
All other corporate bonds ..............................     30,405.2          30,644.0          30,644.0
Certificates of deposits ...............................           --                --                --
Redeemable preferred stock .............................        705.3             691.8             691.8
                                                            ------------------------------------------------
Total fixed maturity securities, available-for-sale ....    $35,778.0         $36,072.1         $36,072.1
                                                            ------------------------------------------------

Equity securities, available-for-sale:
Common stocks:
Public utilities .......................................           --                --                --
Banks, trust and insurance companies ...................           --                --                --
Industrial, miscellaneous and all other ................    $   307.2         $   433.7         $   433.7
Non-redeemable preferred stock .........................        125.9             128.6             128.6
                                                            ------------------------------------------------
Total equity securities, available-for-sale ............    $   433.1         $   562.3         $   562.3
                                                            ------------------------------------------------

Fixed maturity securities, held-to-maturity:
Bonds
United States government and government
agencies and authorities ...............................    $    25.8         $    27.2         $    25.8
States, municipalities and political subdivisions ......        509.8             499.6             509.8
Foreign governments ....................................           --                --                --
Public utilities .......................................        140.2             140.1             140.2
Convertibles and bonds with warrants attached ..........           --                --                --
All other corporate bonds ..............................      1,169.1           1,164.4           1,169.1
Certificates of deposits ...............................         78.6              76.9              78.6
Redeemable preferred stock .............................           --                --                --
                                                            ------------------------------------------------
Total fixed maturity securities, held-to-maturity ......    $ 1,923.5         $ 1,908.2         $ 1,923.5
                                                            ------------------------------------------------
</TABLE>

The condensed financial information should be read in conjunction with the
audited consolidated financial statements and notes thereto.


                                      F-54
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

                     SCHEDULE I -- SUMMARY OF INVESTMENTS -
             OTHER THAN INVESTMENTS IN RELATED PARTIES - (CONTINUED)
                             As of December 31, 2001
                                  (in millions)

<TABLE>
<CAPTION>
Column A                                        Column B           Column C         Column D
                                                                                AMOUNT AT WHICH
                                                                                  SHOWN IN THE
                                                                                  CONSOLIDATED
TYPE OF INVESTMENT                              COST (2)             VALUE       BALANCE SHEET
-----------------------------------------------------------------------------------------------
<S>                                             <C>               <C>               <C>
Equity securities, trading:
Common stocks:
Public utilities ............................          --                --                --
Banks, trust and insurance companies ........          --                --                --
Industrial, miscellaneous and all other .....   $     2.7         $     1.4         $     1.4
Non-redeemable preferred stock ..............          --                --                --
                                                -----------------------------------------------
Total equity securities, trading ............         2.7               1.4               1.4
                                                -----------------------------------------------

Mortgage loans on real estate, net (1) ......     9,779.8              XXXX           9,667.0
Real estate, net:
Investment properties (1) ...................       290.0              XXXX             253.3
Acquired in satisfaction of debt (1) ........       174.0              XXXX             127.1
Policy loans ................................     1,927.0              XXXX           1,927.0
Other long-term investments (2) .............     1,676.9              XXXX           1,676.9
Short-term investments ......................        78.6              XXXX              78.6
                                                -----------------------------------------------
Total investments ...........................   $52,060.5         $38,544.0         $52,289.2
                                                ===============================================
</TABLE>

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

The condensed financial information should be read in conjunction with the
audited consolidated financial statements and notes thereto.


                                      F-55
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

               SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
   As of December 31, 2001, 2000 and 1999 and for each of the years then ended
                                  (in millions)

<TABLE>
<CAPTION>
Column A                        Column B         Column C         Column D       Column E         Column F

                                                  FUTURE                           OTHER
                                                  POLICY                          POLICY
                                                 BENEFITS,                        CLAIMS
                                DEFERRED          LOSSES,                           AND
                                 POLICY         CLAIMS AND                       BENEFITS
                              ACQUISITION          LOSS           UNEARNED        PAYABLE          PREMIUM
          SEGMENT                COSTS           EXPENSES       PREMIUMS (1)        (1)            REVENUE
<S>                             <C>              <C>               <C>             <C>             <C>
2001:
Protection ................     $2,557.1         $18,369.2         $280.4          $102.0          $1,363.8
Asset Gathering ...........        616.2           6,689.4             --             0.1              74.8
Guaranteed & Structured
     Financial Products ...          8.8          24,375.1           65.7             4.9             483.3
Investment Management .....           --                --             --              --                --
Corporate & Other .........          4.2           1,284.4           (0.1)           96.8             430.0
                              -----------------------------------------------------------------------------
     Total ................     $3,186.3         $50,718.1         $346.0          $203.8          $2,351.9
                              =============================================================================

2000:
Protection ................     $2,455.7         $16,671.2         $262.6          $ 89.9          $1,295.5
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 .........          4.7           1,488.3            0.1           170.3             411.5
                              -----------------------------------------------------------------------------
     Total ................     $3,027.1         $45,723.6         $323.1          $256.4          $2,390.7
                              =============================================================================

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 .........          4.8           1,882.4            0.1           171.5             415.0
                              -----------------------------------------------------------------------------
     Total ................     $2,826.3         $42,394.6         $273.6          $284.3          $2,021.4
                              =============================================================================
</TABLE>

The condensed financial information should be read in conjunction with the
audited consolidated financial statements and notes thereto.


                                      F-56
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

       SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION -- (CONTINUED)
   As of December 31, 2001, 2000 and 1999 and for each of the years then ended
                                  (in millions)

<TABLE>
<CAPTION>
         Column A                Column B        Column C              Column D              Column E

                                                                   AMORTIZATION OF
                                                                   DEFERRED POLICY
                                                 BENEFITS,        ACQUISITION COSTS,
                                                  CLAIMS,         EXCLUDING AMOUNTS
                                    NET         LOSSES, AND    RELATED TO NET REALIZED        OTHER
                                INVESTMENT       SETTLEMENT      INVESTMENT AND OTHER       OPERATING
          SEGMENT                 INCOME          EXPENSES          GAINS (LOSSES)           EXPENSES
<S>                              <C>              <C>                   <C>                  <C>
2001:
Protection ................      $1,258.5         $1,603.3              $171.3               $  346.0
Asset Gathering ...........         498.5            441.6                75.0                  452.4
Guaranteed & Structured
     Financial Products ...       1,834.5          1,869.2                 2.4                  107.0
Investment Management .....          28.7               --                  --                   97.9
Corporate & Other .........          26.0            414.0                 0.3                  224.5
                              -----------------------------------------------------------------------
     Total ................      $3,646.2         $4,328.1              $249.0               $1,227.8
                              =======================================================================

2000:
Protection ................      $1,196.3         $1,550.1              $106.0               $  405.2
Asset Gathering ...........         445.8            371.3                78.8                  557.2
Guaranteed & Structured
     Financial Products ...       1,741.9          1,963.4                 2.6                  108.8
Investment Management .....          22.7               --                  --                  132.7
Corporate & Other .........         157.2            362.6                (0.3)                  84.9
                              -----------------------------------------------------------------------
     Total ................      $3,563.9         $4,247.4              $187.1               $1,288.8
                              =======================================================================

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                   94.5
Investment Management .....          45.9               --                  --                  127.2
Corporate & Other .........         121.2            731.2                (0.8)                  86.0
                              -----------------------------------------------------------------------
     Total ................      $3,338.9         $4,585.4              $125.0               $1,251.0
                              =======================================================================
</TABLE>

(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 reported operating
      results would change by segment if different methods were applied.

The condensed financial information should be read in conjunction with the
audited consolidated financial statements and notes thereto.


                                      F-57
<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY

                           SCHEDULE IV -- REINSURANCE
  As of December 31, 2001, 2000 and 1999 and for each of the years then ended:
                                  (in millions)

<TABLE>
<CAPTION>
                                                                         ASSUMED                             PERCENTAGE
                                                     CEDED TO             FROM                               OF AMOUNT
                                    GROSS              OTHER              OTHER              NET             ASSUMED TO
                                    AMOUNT           COMPANIES          COMPANIES           AMOUNT               NET
<S>                               <C>                <C>                <C>               <C>                   <C>
2001:
Life insurance in force ...       $282,557.8         $107,601.2         $27,940.6         $202,897.2            13.8%
                               ========================================================================
Premiums:
Life insurance ............          2,551.6              787.6             233.2            1,997.2            11.7%
Accident and health
     Insurance ............            529.1              368.9             194.5              354.7            54.8%
P&C .......................               --                 --                --                 --             0.0%
                               ------------------------------------------------------------------------
     Total ................       $  3,080.7         $  1,156.5         $   427.7         $  2,351.9            18.2%
                               ========================================================================

2000:
Life insurance in force ...       $245,171.2         $ 49,119.2         $27,489.1         $223,541.0            12.3%
                               ========================================================================
Premiums:
Life insurance ............          2,369.9              313.7             279.0            2,335.2            11.9%
Accident and health
     Insurance ............            810.4              941.3             186.4               55.5           335.9%
P&C .......................               --                 --                --                 --             0.0%
                               ------------------------------------------------------------------------
     Total ................       $  3,180.3         $  1,255.0         $   465.4         $  2,390.7            19.5%
                               ========================================================================

1999:
Life insurance in force ...       $283,946.1         $ 43,244.4         $29,214.6         $269,916.3            10.8%
                               ========================================================================
Premiums:
Life insurance ............          2,074.5              408.1             139.4            1,806.1             7.7%
Accident and health
     Insurance ............            863.8              820.4             171.6              215.0            79.8%
P&C .......................               --                 --               0.3                0.3           100.0%
                               ------------------------------------------------------------------------
     Total ................       $  2,938.3         $  1,228.5         $   311.3         $  2,021.4            15.4%
                               ========================================================================
</TABLE>

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

The condensed financial information should be read in conjunction with the
audited consolidated financial statements and notes thereto.


                                      F-58
<PAGE>

                                    EXHIBITS

Exhibit
Number                                  Description
-------                                 -----------

2.1         Plan of Reorganization **
3.1         Restated Articles of Organization and Articles of Amendment of John
            Hancock Life Insurance Company #
3.2         Amended and Restated By-laws of John Hancock Life Insurance Company
            *
10.1        Credit Agreement dated as of August 3, 2000, among John Hancock
            Financial Services, Inc., John Hancock Life Insurance Company, John
            Hancock Capital Corporation, The Banks listed therein, Fleet
            National Bank, as Co-Administrative Agent, The Chase Manhattan Bank,
            as Co-Administrative Agent, Citicorp USA, Inc., as Syndication
            Agent, and BankOne, NA as Documentation Agent, and FleetBoston
            Robertson Stephens, Inc., and Chase Securities, Inc., as Joint Book
            Managers and Joint Lead Arrangers. ***
10.1.2      First Amendment dated as of July 27, 2001 to the Credit Agreement
            dated as of August 3, 2000 among John Hancock Financial Services,
            Inc., John Hancock Life Insurance Company, the Banks listed therein,
            Fleet National Bank, as Co-Administrative Agent, The Chase Manhattan
            Bank, as Co-Administrative Agent, Citicorp USA, Inc., as Syndication
            Agent, BankOne, NA as Documentation Agent (Multi-Year Revolver), The
            Bank of New York, as Co-Documentation Agent (364-Day Revolver) and
            The Bank of Nova Scotia, as Co-Documentation Agent (364-Day
            Revolver) and Fleet Securities, Inc., and J.P. Morgan Securities,
            Inc., as Joint Book Managers and Joint Lead Arrangers.****
10.2.1      Employment Continuation Agreement between John Hancock Life
            Insurance Company, John Hancock Financial Services, Inc. and Michael
            A. Bell##+
10.2.2      Second Amended and Restated Employment Continuation Agreement
            between John Hancock Life Insurance Company, John Hancock Financial
            Services, Inc. and Thomas E. Moloney##+
10.2.3      Second Amended and Restated Employment Continuation Agreement
            between John Hancock Life Insurance Company, John Hancock Financial
            Services, Inc. and David F. D'Alessandro##+
10.2.4      Second Amended and Restated Employment Continuation Agreement
            between John Hancock Life Insurance Company, John Hancock Financial
            Services, Inc. and Derek Chilvers##+
10.2.5      Second Amended and Restated Employment Continuation Agreement
            between John Hancock Life Insurance Company, John Hancock Financial
            Services, Inc. and Maureen Ford##+
10.2.6      Second Amended and Restated Employment Continuation Agreement
            between John Hancock Life Insurance Company, John Hancock Financial
            Services, Inc. and Robert Walters##+
10.2.7      Amended and Restated Employment Continuation Agreement between John
            Hancock Life Insurance Company, John Hancock Financial Services,
            Inc. and John M. DeCiccio##+
10.2.8      Amended and Restated Employment Continuation Agreement between John
            Hancock Life Insurance Company, John Hancock Financial Services,
            Inc. and Wayne A. Budd##+
10.3        Fiscal Agency Agreement, dated as of February 25, 1994 by and
            between John Hancock Mutual Life Insurance Company, as Issuer, and
            First National Bank of Boston, as Fiscal Agent **
10.4        Reinsurance Agreement, dated as of July 30, 1992 by and between John
            Hancock Mutual Life Insurance Company and Provident Life and
            Accident Insurance Company **
10.5        Reinsurance Agreement, dated as of July 30, 1992 by and between John
            Hancock Mutual Life Insurance Company and Provident Life and
            Accident Insurance Company **
10.6        Coinsurance Agreement, dated as of March 1, 1997 by and between John
            Hancock Mutual Life Insurance Company and UNICARE Life & Health
            Insurance Company **
10.7        Letter of Credit Agreement, dated as of January 2, 1997 by and among
            John Hancock Mutual Life Insurance Company, Banks named therein and
            Morgan Guaranty Trust Company of New York as Issuing Bank and Agent
            **
10.8        Long-Term Incentive Plan for Senior Executives (as Amended and
            Restated Effective February 11, 2002)@@@+
10.9        Incentive Compensation Plan for Certain Senior Executives (as
            Amended and Restated Effective February 11, 2002)@@@+
<PAGE>

10.10       Form of Shareholder Rights Agreement **
10.10.1     Amendment No. 1 to the Rights Agreement (As Adopted on March 4,
            2002)@@@
10.11       1999 Long-Term Stock Incentive Plan (As Amended and Restated as of
            May 14, 2001)###+
10.12       Form of Capitalized Interest Note for stock ownership Loan
            Program@@+
10.12.1     Form of promissory Note for stock ownership Loan Program@@@+
10.13       Deferred Compensation Plan for Non-Employee Directors @@+
10.14       Non-Employee Directors' Long-Term Stock Incentive Plan###+
10.15       Deferred Compensation Plan for Executives @+

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

The principal amount of debt outstanding under each instrument (excepting those
listed above) defining the rights of holders of our long-term debt does not
exceed ten percent (10%) of our total assets on a consolidated basis. The
Company agrees to furnish the SEC, upon request, a copy of each instrument
defining the rights of holders of our long-term debt.

Any exhibit not included with this Form 10-K when furnished to any shareholder
of record will be furnished to such shareholder upon written request and payment
of up to $.25 per page plus postage. Such requests should be directed to John
Hancock Financial Services, Inc., Investor Relations, John Hancock Place, Post
Office Box 111, Boston, Massachusetts 02117.

*           Filed herewith
**          Previously filed as an exhibit to John Hancock Financial Services,
            Inc.'s S-1 Registration Statement (file no. 333-87271), and
            incorporated by reference herein.
***         Previously filed as an exhibit to the John Hancock Financial
            Services, Inc.'s quarterly report on Form 10-Q for the quarter ended
            June 30, 2000, and incorporated by reference herein.
****        Previously filed as an exhibit to John Hancock Financial Services,
            Inc.'s quarterly report on Form 10-Q for the quarter ended June 30,
            2001, and incorporated by reference herein.

@           Previously filed as an exhibit to John Hancock Financial Services,
            Inc.'s S-8 Registration Statement (file no. 333-55064), and
            incorporated by reference herein.
@@          Previously filed as an exhibit to John Hancock Financial Services,
            Inc.'s annual report on Form 10-K for the year ended December 31,
            2000, and incorporated by reference herein.
@@@         Previously filed as an exhibit to John Hancock Financial Services,
            Inc.'s annual report on Form 10-K for the year ended December 31,
            2001, and incorporated by reference herein.
+           Management Contract or Compensatory Plan or Arrangement.
#           Previously filed as an exhibit to the John Hancock Life Insurance
            Company annual report on form 10-K for the year ended December 31,
            2000 and incorporated by reference herein.
##          Previously filed as an exhibit to John Hancock Financial Services,
            Inc.'s quarterly report on Form 10-Q for the quarter ended September
            30, 2001, and incorporated by reference herein.
###         Previously filed with John Hancock Financial Services, Inc.
            definitive proxy statement for the 2001 annual meeting of
            shareholders, and incorporated by reference herein.
<PAGE>

(b) Reports on Form 8-K.

There were no reports on Form 8-K required to be filed during the fourth quarter
of 2000.
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                   JOHN HANCOCK FINANCIAL SERVICES, INC.

                                   By:      __________________________________
                                            Thomas E. Moloney
                                            Senior Executive Vice President and
                                            Chief Financial Officer
                                   Date:    March 25, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
        SIGNATURE                                     TITLE                                  DATE
<S>                                   <C>                                               <C>
David F. D'Alessandro                 Chairman, President, Chief Executive              March 25, 2002
                                      Officer and Director
                                      (Principal Executive Officer)

Thomas E. Moloney                     Senior Executive Vice President and               March 25, 2002
                                      Chief Financial Officer
                                      (Principal Financial and Accounting Officer)

Wayne A. Budd                         Executive Vice President, General                 March 25, 2002
                                      Counsel and Director

John M. Connors, Jr.                  Director                                          March 25, 2002


Robert E. Fast                        Director                                          March 25, 2002


Kathleen Foley Feldstein              Director                                          March 25, 2002


Nelson S. Gifford                     Director                                          March 25, 2002


Thomas P. Glynn                       Director                                          March 25, 2002


Michael C. Hawley                     Director                                          March 25, 2002


Edward H. Linde                       Director                                          March 25, 2002


Judith A. McHale                      Director                                          March 25, 2002
</TABLE>
<PAGE>

<TABLE>
<S>                                   <C>                                               <C>
R. Robert Popeo                       Director                                          March 25, 2002


Richard F. Syron                      Director                                          March 25, 2002


Robert J. Tarr, Jr.                   Director                                          March 25, 2002


Foster L. Aborn                       Director                                          March 25, 2002


John M. DeCiccio                      Director                                          March 25, 2002
</TABLE>