JOHN HANCOCK DECLARATION TRUST


                                  Abolition of
John Hancock V.A. Bond Fund, John Hancock V.A. Core Equity Fund, John Hancock
V.A. Large Cap Growth Fund, John Hancock V.A. Mid Cap Growth Fund, John Hancock
V.A. Small Cap Growth Fund, John Hancock V.A. 500 Index Fund, John Hancock V.A.
High Yield Bond Fund, John Hancock V.A. International Fund, John Hancock V.A.
Money Market Fund, and John Hancock V.A. Regional Bank Fund (the "Funds")
                                       and
                            Amendment of Section 5.11


                             Abolition of the Funds
                             ----------------------

         The undersigned, being a majority of the Trustees of John Hancock
Declaration Trust, a Massachusetts business trust (the "Trust"), acting pursuant
to Section 8.3 of the Amended and Restated Declaration of Trust dated June 6,
2000, as amended from time to time (the "Declaration of Trust"), do hereby
abolish the John Hancock V.A. Bond Fund, John Hancock V.A. Core Equity Fund,
John Hancock V.A. Large Cap Growth Fund, John Hancock V.A. Mid Cap Growth Fund,
John Hancock V.A. Small Cap Growth Fund, John Hancock V.A. 500 Index Fund, John
Hancock V.A. High Yield Bond Fund, John Hancock V.A. International Fund, John
Hancock V.A. Money Market Fund, and John Hancock V.A. Regional Bank Fund and in
connection therewith do hereby extinguish any and all rights and preferences of
such Funds as set forth in the Declaration of Trust and the Trust's Registration
Statement on Form N-1A. The abolition of the Funds are effective as of December
31, 2001.


                            Amendment of Section 5.11
                            -------------------------

         The undersigned, being a majority of the Trustees of John Hancock
Declaration Trust, a Massachusetts business trust (the "Trust"), acting pursuant
to Section 8.3 of the Amended and Restated Declaration of Trust dated June 6,
2000, as amended from time to time, do hereby amend Section 5.11, effective
December 31, 2001, as follows:

         1.       Section 5.11 (a) shall be deleted and replaced with the
                  following:

                  Without limiting the authority of the Trustees set forth in
                  Section 5.1 to establish and designate any further Series or
                  Classes, the Trustees hereby establish the following Series,
                  each of which consists of a single Class of Shares: John
                  Hancock V.A. Financial Industries Fund, John Hancock V.A.
                  Relative Value Fund, John Hancock V.A. Sovereign Investors
                  Fund, John Hancock V.A. Strategic Income Fund and John Hancock
                  V.A. Technology Fund (the "Existing Series").



         IN WITNESS WHEREOF, the undersigned have executed this instrument on
the 20th day of November 2001.


/s/Dennis S. Aronowitz                                  /s/Gail D. Fosler
----------------------                                  -----------------
Dennis S. Aronowitz                                     Gail D. Fosler

/s/John M. DeCiccio                                     /s/William F. Glavin
-------------------                                     --------------------
John M. DeCiccio                                        William F. Glavin

/s/Richard P. Chapman, Jr.                              /s/John A. Moore
-------------------------                               ----------------
Richard P. Chapman, Jr.                                 John A. Moore

/s/William J. Cosgrove                                  /s/Patti McGill Peterson
----------------------                                  ------------------------
William J. Cosgrove                                     Patti McGill Peterson

/s/Richard A. Farrell                                   /s/John W. Pratt
---------------------                                   ----------------
Richard A. Farrell                                      John W. Pratt

/s/Maureen R. Ford
------------------
Maureen R. Ford



         The Declaration of Trust, a copy of which, together with all amendments
thereto, is on file in the office of the Secretary of State of The Commonwealth
of Massachusetts, provides that no Trustee, officer, employee or agent of the
Trust or any Series thereof shall be subject to any personal liability
whatsoever to any Person, other than to the Trust or its shareholders, in
connection with Trust Property or the affairs of the Trust, save only that
arising from bad faith, willful misfeasance, gross negligence or reckless
disregard of his/her duties with respect to such Person; and all such Persons
shall look solely to the Trust Property, or to the Trust Property of one or more
specific Series of the Trust if the claim arises from the conduct of such
Trustee, officer, employee or agent with respect to only such Series, for
satisfaction of claims of any nature arising in connection with the affairs of
the Trust.


s:\dectrust\amendmts\dectrust\abolish 10 va funds