-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D1BAHl7/QqUSOxCHvncGWSuWJu6iY9/bBYVaBxgWbIf6iUV7f7gGn/hwlMKlRr7O zQYIsxsFz8SPGLgyWqAGPA== 0000950109-95-003911.txt : 19950928 0000950109-95-003911.hdr.sgml : 19950927 ACCESSION NUMBER: 0000950109-95-003911 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19950925 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK JOHN VARIABLE LIFE INSURANCE CO CENTRAL INDEX KEY: 0000755110 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 042664016 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62895 FILM NUMBER: 95575989 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: JOHN HANCOCK PLACE P O BOX 111 CITY: BOSTON STATE: MA ZIP: 02117-0111 BUSINESS PHONE: 6175729196 MAIL ADDRESS: STREET 1: 200 CLARENDON ST STREET 2: P O BOX 111 CITY: BOSTON STATE: MA ZIP: 02117-0111 0000950109-95-003911.txt : 19950927 0000950109-95-003911.hdr.sgml : 19950927 ACCESSION NUMBER: 0000950109-95-003911 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19950925 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK JOHN VARIABLE LIFE INSURANCE CO CENTRAL INDEX KEY: 0000755110 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 042664016 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62895 FILM NUMBER: 95575989 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: JOHN HANCOCK PLACE P O BOX 111 CITY: BOSTON STATE: MA ZIP: 02117-0111 BUSINESS PHONE: 6175729196 MAIL ADDRESS: STREET 1: 200 CLARENDON ST STREET 2: P O BOX 111 CITY: BOSTON STATE: MA ZIP: 02117-0111 S-1 1 REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 1995 REGISTRATION NO. 33- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ---------------- MASSACHUSETTS 6311 04-2664016 (STATE OR OTHER (PRIMARY STANDARD (I. R. S. EMPLOYER JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.) INCORPORATION OR CLASSIFICATION CODE ORGANIZATION) NUMBER) 200 CLARENDON STREET BOSTON, MASSACHUSETTS 02117 (617) 572-4390 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------------- FRANCIS C. CLEARY, JR., ESQUIRE JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY JOHN HANCOCK PLACE BOSTON, MASSACHUSETTS 02117 (NAME, ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [X] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
PROPOSED PROPOSED TITLE OF EACH MAXIMUM MAXIMUM AMOUNT OF CLASS OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PRICE PER UNIT* OFFERING PRICE* FEE - --------------------------------------------------------------------------------- Interests under single or flexible premium modified guaranteed Not annuity contracts.... $250,000,000 Applicable $250,000,000 $86,206.90
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- * The maximum aggregate offering price is estimated solely for the purpose of determining the registration fee. The proposed maximum offering price per unit is not applicable in that these securities are not issued in predetermined amounts or units. ---------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A) MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY CROSS REFERENCE SHEET PURSUANT TO REGULATION S--K, ITEM 501(B) FORM S--1 ITEM NUMBER AND CAPTION HEADING IN PROSPECTUS 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus...... Outside Front Cover Page 2. Inside Front and Outside Back Cover Pages of Prospectus.............. Inside Front Cover 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges................. Description of Contracts; Financial Statements; Summary Information 4. Use of Proceeds......... Investments by JHVLICO 5. Determination of Offering Price.......... Not Applicable 6. Dilution................ Not Applicable 7. Selling Security Holders................. Not Applicable 8. Plan of Distribution.... Distribution of Contracts 9. Description of Securities to be Registered.............. Description of Contracts 10. Interests and Named Experts and Counsel..... Not Applicable 11. Information with Respect to the Registrant....... The Company; Executive Officers and Directors; Executive Compensation; Financial Statements; Legal Matters 12. Disclosure of Commission Position on Indemnification for Securities Act Liabilities............. Not Applicable
PROSPECTUS JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY MODIFIED GUARANTEED ANNUITY CONTRACTS 200 CLARENDON STREET BOSTON, MASSACHUSETTS 02117 This Prospectus describes certain deferred annuity Contracts offered by John Hancock Variable Life Insurance Company ("JHVLICO"). The Contracts, issued on a group basis or as individual contracts, are designed to provide retirement benefits for eligible individuals. With respect to a Contract issued on a group basis, eligible individuals include persons who have established accounts with certain broker-dealers and other financial institutions that have entered into a distribution agreement to offer interests in the Contracts, and members of other eligible groups. (See "Distribution of the Contracts," page .) Contracts issued on an individual basis are offered in certain states. An interest in a group Contract will be separately accounted for by the issuance of a Certificate evidencing the individual Participant's interest under the Contract. An interest in an individual Contract is evidenced by the issuance of an individual Contract. The Certificate and individual Contract are hereinafter referred to as the "Contract." A minimum single premium payment of at least $5,000 must accompany the application for a Contract. JHVLICO reserves the right to limit the maximum single premium payment amount. No additional payment is permitted on a Contract, although eligible individuals may purchase more than one Contract. (See "The Application Process," page .) Premium payments become part of the general assets of JHVLICO. ------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------ MUTUAL FUNDS, ANNUITIES AND INSURANCE PRODUCTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY ANY BANK, NOR ARE THEY INSURED BY THE FDIC; THEY ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. ------------------ The date of this Prospectus is , 1995. PUBLICLY-AVAILABLE INFORMATION JHVLICO is subject to the informational requirements of the Securities Exchange Act of 1934 (the "1934 Act"), as amended, and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports and other information can be inspected and copied at the public reference facilities of the Commission at Room 1024, 450 Fifth Street, N. W., Washington, D. C. JHVLICO intends to deliver to holders of outstanding Contracts annual account statements and such other periodic reports as may be required by law, but it is not anticipated that any such reports will include periodic financial statements or information concerning JHVLICO. TABLE OF CONTENTS
PAGE ---- SUMMARY INFORMATION....................................................... 1 SPECIAL TERMS............................................................. 3 DESCRIPTION OF CONTRACTS.................................................. 5 The Application Process.................................................. 5 Accumulation Period...................................................... 5 Guarantee Periods........................................................ 5 Guarantee Rates and Current Rates........................................ 7 Guarantee Period Exchange Option......................................... 7 Surrenders and Withdrawals............................................... 7 Market Value Adjustment.................................................. 8 Systematic Withdrawals................................................... 9 Premium Taxes............................................................ 10 Death Benefit............................................................ 10 Payment Upon Surrender................................................... 10 Annuity Period........................................................... 11 Date of Maturity and Form of Annuity..................................... 11 Annuity Options.......................................................... 11 Other Conditions......................................................... 12 INVESTMENTS .............................................................. 12 PARTICIPANT AND BENEFICIARY RIGHTS AND PRIVILEGES......................... 13 AMENDMENT OF CONTRACTS.................................................... 13 DISTRIBUTION OF CONTRACTS................................................. 13 FEDERAL INCOME TAXES...................................................... 14 THE COMPANY .............................................................. 17 Business of JHVLICO...................................................... 17 Selected Financial Data.................................................. 17 Recent Accounting Developments........................................... 18 Management Discussion and Analysis of Financial Condition and Results of Operations.............................................................. 18 Competition.............................................................. 22 Employees and Facilities................................................. 22 Transactions with JHMLICO................................................ 22 Regulation............................................................... 23 Directors and Executive Officers......................................... 23 Executive Compensation................................................... 24 REGISTRATION STATEMENT.................................................... 25 LEGAL MATTERS............................................................. 25 EXPERTS................................................................... 25 APPENDIX A: MARKET VALUE ADJUSTMENT....................................... 26 FINANCIAL STATEMENTS...................................................... F-1
i SUMMARY INFORMATION Upon application or purchase order, an initial Guarantee Period is selected by the Participant from among those then offered by JHVLICO. (See "Initial and Subsequent Guarantee Periods," page , and "Guarantee Rates and Current Rates," page .) At the time of this Prospectus, JHVLICO offers initial and subsequent Guarantee Periods of 3, 5, 6, 7, 8, 9, and 10 years. JHVLICO reserves the right to change the duration of the Guarantee Periods offered for any initial or subsequent Guarantee Period. The premium payment (less withdrawals and any applicable premium taxes and contract fees) will earn interest at the Initial Guarantee Rate for the Guarantee Period chosen. The Initial Guarantee Rate is an effective annual rate reflecting the daily compounding of interest. At the end of each Guarantee Period, a subsequent Guarantee Period of the same duration will begin unless, (a) within the 30 day period prior to the end of such Guarantee Period, a different duration is elected by the Participant from among those offered by JHVLICO at that time or (b) the annuity payments begin or the Contract is surrendered at that time. Without JHVLICO's prior approval, subsequent Guarantee Periods may not extend beyond the Annuitant's 85th birthday. The Accumulated Value as of the first day of each subsequent Guarantee Period will earn interest at the Subsequent Guarantee Rate for the Guarantee Period chosen. JHVLICO'S MANAGEMENT WILL MAKE THE FINAL DETERMINATION AS TO GUARANTEE RATES TO BE DECLARED. JHVLICO CANNOT PREDICT NOR CAN JHVLICO GUARANTEE FUTURE GUARANTEE RATES. (See "Guarantee Periods," page , and "Guarantee Rates and Current Rates," page .) Subject to certain restrictions, withdrawals and surrenders are permitted. However, prior to payment of the surrender or withdrawal, such withdrawals and surrenders made prior to the end of a Guarantee Period may be subject to an early withdrawal charge and/or a Market Value Adjustment. Except as described below, the early withdrawal charge will be deducted from any such withdrawal or surrender made before the end of the seventh Contract Year. The early withdrawal charge will be equal to seven percent of the amount withdrawn or surrendered, in excess of the Free Withdrawal Value, in the first Contract Year, and will be reduced by one percentage point for each of the next six Contract Years. FOR A SURRENDER MADE AT THE END OF A GUARANTEE PERIOD, NO EARLY WITHDRAWAL CHARGE OR MARKET VALUE ADJUSTMENT WILL BE APPLIED, PROVIDED THAT A REQUEST IN WRITING FOR SURRENDER AT THE END OF THE GUARANTEE PERIOD IS RECEIVED BY JHVLICO WITHIN THE 30 DAYS PRECEDING THE END OF THE GUARANTEE PERIOD. No early withdrawal charge will be applicable if the Accumulated Value is used to purchase an annuity on the Date of Maturity. A Market Value Adjustment will be applied if the Date of Maturity is not at the end of a Guarantee Period. To elect an Annuity Option the Participant must notify JHVLICO at least 30 days before the Date of Maturity. If the Participant so requests In Writing, JHVLICO will, for each Contract Year, send the Participant an amount (the Free Withdrawal Value) totaling 10% of the Accumulated Value calculated as of the first day of the Contract Year. No early withdrawal charge or Market Value Adjustment will be imposed on such amount. Any such distribution is deemed a withdrawal, however, and, as such, may be subject to tax. (See "Surrenders and Withdrawals," page , and "Federal Taxation," page .) The Market Value Adjustment reflects the relationship between the Current Rate for the duration remaining in the Guarantee Period at the time the surrender or withdrawal is requested and the then applicable Guarantee Rate for the Contract. Since Current Rates are based in part upon the investment yields available to JHVLICO (see "Investments," page ), the effect of the Market Value Adjustment will be closely related to the levels of such yields. It is possible, therefore, that, should such yields increase significantly from the time a Contract is purchased, the amount received upon a surrender of the Contract may be less than the original premium payment. If such yields should decrease significantly, the amount received upon a surrender may be more than the original premium payment. JHVLICO may defer payment of any surrender for a period not exceeding 6 months from the date of JHVLICO's receipt of a written request for surrender. If JHVLICO defers payment on a surrender for more than 30 days, JHVLICO will pay interest on the Surrender Value at a rate equal to the greater of the rate required by state law and the rate declared by JHVLICO. (See "Payment Upon Surrender," page .) If the Surrender Value or Death Benefit has not been paid prior to the Date of Maturity specified by the Participant or otherwise determined pursuant to the Contract, JHVLICO will make a lump sum payment or start to pay a series of payments based on an Annuity Option on such Date of Maturity. The Annuity Option is selected by the Participant or, if the Participant has not made a selection, is a life annuity with payments guaranteed for at least 10 years. (See "Annuity Period," page .) The Contract provides for a Death Benefit. Upon the death of the Annuitant or the Participant before the Date of Maturity, the Death Benefit will be payable to the Beneficiary as determined under the Contract provisions. Written notification and due proof of death at the offices of JHVLICO are required to process the Death Benefit. With regard to Joint Participants, at the death of the first Joint Participant prior to the Date of Maturity, the Beneficiary will be the surviving Participant notwithstanding that the designated Beneficiary may be different. The Death Benefit will equal the Accumulated Value as of the date of death. In the event of the Participant's death where the named Beneficiary is the spouse of the Participant and the Annuitant is living, the spouse may elect, in lieu of receiving the Death Benefit, to become the Participant and continue the Contract. (See "Death Benefit," page .) A deduction will be made for premium taxes for Contracts sold in certain states. Currently such taxes range up to 5% of the Accumulated Value applied to an Annuity Option. Usually premium taxes are deducted from the Accumulated Value of the Contract at the time of annuitization. For exceptions to the normal rule, see "Premium Taxes," page . 2 SPECIAL TERMS As used in this Prospectus, the following terms have the indicated meanings: ACCUMULATED VALUE During the initial Guarantee Period, Accumulated Value means the premium payment plus earned interest, less any withdrawals and applicable deduction for contract fees and any applicable deductions for premium taxes or similar taxes. During any subsequent Guarantee Period, Accumulated Value is equal to the Accumulated Value as of the last day of the immediately preceding Guarantee Period, including any Market Value Adjustments made under the guarantee period exchange option, plus earned interest, less any withdrawals and applicable deduction for contract fees and any deduction for premium taxes or similar taxes during such subsequent Guarantee Period. ANNUITANT The individual designated as such in the Contract. BENEFICIARY The person entitled to receive benefits per the terms of the Contract in case of the death of the Annuitant or the Participant, or the Joint Participant, as applicable. CONTRACT YEAR For any given Contract, the 12 month period following the Date of Issue and each 12 month period thereafter. CURRENT RATE The applicable interest rate contained in a schedule of rates established by JHVLICO from time to time for various durations. DATE OF ISSUE The effective date of the Certificate issued under the group annuity Contract, or the date of issue of an individual annuity Contract. DATE OF MATURITY The date on which annuity payments are to start, provided that the date is no later than the Annuitant's 85th birthdate without JHVLICO's prior approval. FREE WITHDRAWAL VALUE An amount totaling 10 percent of the Accumulated Value, calculated as of the first day of the Contract Year, reduced by any prior withdrawals made during the Contract Year. GUARANTEE PERIOD The period for which an Initial or Subsequent Guarantee Rate is credited. GUARANTEE RATE The Guarantee Rate refers to either the Initial Guarantee Rate or the Subsequent Guarantee Rate. INITIAL GUARANTEE RATE The rate of interest credited and compounded annually during the initial Guarantee Period. 3 IN WRITING A written form satisfactory to JHVLICO and received at its offices addressed to: Life and Annuity Services, 200 Clarendon Street, P. O. Box 111, Boston, Massachusetts 02117. PARTICIPANT With respect to a Group Contract, Participant refers to a person or persons who has or have been issued a Certificate; with respect to an individual Contract, Participant refers to a person or persons who has or have been issued an individual annuity Contract. Where there are joint Participants, each must join in making any request or election or taking any action pursuant to the Contract. SUBSEQUENT GUARANTEE RATE The rate of interest established by JHVLICO for the applicable subsequent Guarantee Period. SURRENDER VALUE The Accumulated Value of the Contract, less, if applicable, any contract fees, any income taxes withheld, any deduction for premium taxes or similar taxes, and any early withdrawal charge, and adjusted by any then applicable Market Value Adjustment. WITHDRAWAL The amount withdrawn prior to any deductions or adjustments. 4 DESCRIPTION OF CONTRACTS THE APPLICATION PROCESS A prospective Participant must complete an application form or an order to purchase. This application or order must be submitted to JHVLICO for approval along with the premium payment. The minimum premium payment is $5,000. JHVLICO retains the right to limit the amount of the maximum premium payment. Contracts are issued within a reasonable time after receipt of the application or order and the premium payment. JHVLICO reserves the right to reject an application or order and, in such case, any premium payment will be returned without interest. Additional premium payments may not be contributed to an existing Contract. However, additional Contracts may be purchased by eligible individuals at then prevailing Guarantee Rates and terms. If the application or order is properly completed and accepted by JHVLICO, the premium payment becomes part of JHVLICO's general assets and is credited to an account established for the Participant. We will confirm the crediting of the premium payment in writing within five business days of receipt of the payment and of a properly completed application or order. Interest on an account will be accrued beginning on the date the premium payment is credited. The premium payment will not be applied in the event that an application or an order to purchase is not properly completed. JHVLICO will attempt to contact the Participant in writing or by telephone. JHVLICO will return the premium payment without interest three weeks after receiving it, if the application or an order to purchase has not, by that time, been properly completed. ACCUMULATION PERIOD Guarantee Periods In the application or order, the Participant will select the duration of the initial Guarantee Period from among those durations offered by JHVLICO. The duration selected will determine the Initial Guarantee Rate. The premium payment (less withdrawals and any applicable premium taxes and contract fees) will earn interest at the Initial Guarantee Rate, which is an annual effective rate for the Guarantee Period selected reflecting the daily compounding of interest. Only one Guarantee Period may be in use under a single Contract at any one time. Set forth below is an illustration of how interest will be credited to the Accumulated Value during each Guarantee Period. Note: The following example assumes no withdrawals of any amount during the entire five year period. If the Participant were to make a withdrawal or surrender at any time, taxes and, in some cases, tax penalties, would be payable. (See "Federal Income Taxes," page .) Also, if the withdrawal or surrender occurs at any time other than the end of the Guarantee Period, an early withdrawal charge applies, and a Market Value Adjustment may apply. (See "Surrenders and Withdrawals," page .) The hypothetical interest rate shown below is illustrative only and is not intended to predict future interest rates to be declared under the Contract. Actual interest rates declared for any given time may be more or less than those shown. EXAMPLE OF COMPOUNDING AT THE INITIAL GUARANTEE RATE Premium Payment: $20,000 Guarantee Period: 7 years Guarantee Rate: 6.00% per annum (1+Guarantee Rate) 1.06
5 Premium Payment = $20,000.00 Accumulated Value at end of Contract Year 1 = $21,200.00 ($20,000.00 X 1.06) Accumulated Value at end of Contract Year 2 = $22,472.00 ($21,200.00 X 1.06) Accumulated Value at end of Contract Year 3 = $23,820.32 ($22,472.00 X 1.06) Accumulated Value at end of Contract Year 4 = $25,249.54 ($23,820.32 X 1.06) Accumulated Value at end of Contract Year 5 = $26,764.51 ($25,249.54 X 1.06) Accumulated Value at end of Contract Year 6 = $28,370.38 ($26,764.51 X 1.06) Accumulated Value at end of Guarantee Period = $30,072.61 Total Interest Credited in Guarantee Period: $30,072.61 - $20,000 = $10,072.61 Accumulated Value at end of Guarantee Period: $20,000.00 + $10,072.61 = $30,072.61 Accumulated Value after 150 days from the Contract Date: $20,000.00 X (1.06) ^ (150/365) = $20,484.70
Unless the Participant elects to make a surrender (see "Surrenders and Withdrawals", page ), a subsequent Guarantee Period generally will commence at the end of a Guarantee Period. Each subsequent Guarantee Period will be the same duration as the previous Guarantee Period (if available), unless the Participant elects, within the 30 day period prior to the end of such Guarantee Period, from among those Guarantee Periods currently being offered by JHVLICO, a new Guarantee Period of a different duration. In no event may subsequent Guarantee Periods extend beyond the Annuitant's 85th birthday, or any later date that JHVLICO may have permitted the Participant to elect as a Date of Maturity. For example, if the Annuitant is age 81 upon the expiration of a 5 year Guarantee Period, JHVLICO will provide the subsequent Guarantee Period expiring closest to, without exceeding, the Annuitant's 85th birthday (assuming no such later Date of Maturity has been agreed to), if such subsequent Guarantee Period is available and the Participant has not duly elected a shorter subsequent Guarantee Period. The Accumulated Value will then earn interest at a Subsequent Guarantee Rate declared by JHVLICO for that duration. The Subsequent Guarantee Rate for the Guarantee Period automatically applied in these circumstances may be higher or lower than the Subsequent Guarantee Rate for longer durations. If all subsequent Guarantee Periods available would extend beyond the Annuitant's 85th birthday (or any later Date of Maturity that has been duly elected), the Date of Maturity will automatically become the end of the expiring Guarantee Period. In such case, JHVLICO will provide an annuity payable to the Annuitant beginning on such Date of Maturity for a guaranteed period of 10 years and as long thereafter as the Annuitant lives or a lump sum payment if the Accumulated Value is insufficient to support an Annuity Option, as described under "Annuity Options," page ). Also, the Participant may choose to elect any other optional form of payment available. The Accumulated Value at the beginning of any subsequent Guarantee Period will be equal to the Accumulated Value at the end of the Guarantee Period just ending, including any Market Value Adjustments made under the guarantee period exchange option. (See "Guarantee Period Exchange Option, page ".) This Accumulated Value will earn interest at the applicable Subsequent Guarantee Rate which is an annual effective rate reflecting the daily compounding of interest. Within 30 days prior to the end of a Guarantee Period, JHVLICO will notify the Participant of the expiration of such Guarantee Period. 6 Guarantee Rates and Current Rates The Initial Guarantee Rate for the initial Guarantee Period will be established at the time the Contract is purchased. From time to time, for customers of certain financial institutions, JHVLICO may credit Guarantee Rates that are higher than those which are otherwise applicable. Except as described in the following paragraph, however, the Initial and Subsequent Guarantee Rates that are being offered to Participants or prospective Participants at any given time will be the same with respect to Guarantee Periods of the same durations. Immediately prior to the commencement of a subsequent Guarantee Period, a Participant may elect to receive a Subsequent Guarantee Rate that is higher than that which JHVLICO would otherwise provide. This option will be available to Participants with Contracts having an Accumulated Value of at least $5,000. This election must be In Writing within 30 days prior to the end of the Participant's expiring Guarantee Period. If the Participant makes such an election for a higher Subsequent Guarantee Rate, the existing Contract must be surrendered, and a new Contract will be issued. Early withdrawal charges under the new Contract will restart and, in accordance with the procedures described under "Early Withdrawal Charges," page , will be measured from the Date of Issue of the new Contract. JHVLICO's schedule of Current Rates is used to determine the amount of any Market Value Adjustment at any time. If JHVLICO is currently offering a Guarantee Period of a given duration, the Current Rate for that duration will be the same as JHVLICO's basic Guarantee Rates that are then in effect for that duration. For any durations as to which Guarantee Periods are not then being offered, the Current Rate will be established by JHVLICO on a basis consistent with the Current Rates for the Guarantee Periods that are being offered. Subject to the discussion in the foregoing paragraphs, JHVLICO will determine Current Rates and Guarantee Rates periodically at its sole discretion. JHVLICO has no specific formula for determining the rate of interest that it will declare as future Current Rates or future Guarantee Rates. The determination of Current Rates and Guarantee Rates will reflect interest rates available on the types of debt instruments in which JHVLICO intends to invest the proceeds attributable to the Contracts. (See "Investments", page .) In addition, JHVLICO's management may also consider various other factors in determining Current Rates and Guarantee Rates for a given period, including regulatory and tax requirements, sales commissions and administrative expenses, general economic trends, and competitive factors. JHVLICO's management will make the final determination as to Current and Guarantee Rates to be declared. JHVLICO cannot predict nor guarantee future Current Rates or future Guarantee Rates. Guarantee Period Exchange Option Once each Contract Year, the Participant may elect In Writing, from those Guarantee Periods currently offered, a new Guarantee Period of a different duration, provided that the Accumulated Value after such election is at least $4,000. A Market Value Adjustment will be applied to the current Accumulated Value at the time of transfer. There will be no early withdrawal charge for this transfer. However, early withdrawal charges will continue to be measured from the Date of Issue of the original Contract. JHVLICO reserves the right to charge a contract fee of up to $50 for such transfers, but JHVLICO does not impose a contract fee as of the date of this Prospectus. Surrenders and Withdrawals General Surrenders may be made under a Contract at any time. In the case of all surrenders that exceed the Free Withdrawal Value, (except surrenders requested at the end of a Guarantee 7 Period), the Participant will receive the Accumulated Value to date reduced by any applicable early withdrawal charge and adjusted by any applicable Market Value Adjustment. Withdrawals may only be made if the withdrawal is at least $500 and the remaining Accumulated Value after the withdrawal has been deducted is at least $4,000. However, a Free Withdrawal Value less than $500 may be withdrawn, but only in its entirety. For all withdrawals in excess of the Free Withdrawal Value, except withdrawals requested at the end of a Guarantee Period, the Participant will receive the withdrawal amount requested reduced by any applicable early withdrawal charge and adjusted by any applicable Market Value Adjustment. No early withdrawal charges or Market Value Adjustments are applied to surrenders or withdrawals requested at the end of a Guarantee Period if we receive the request In Writing within the 30 days preceding such date. The effective date of any withdrawal or surrender, other than one requested at the end of the Guarantee Period, is the date of receipt of the request In Writing for such surrender or withdrawal. Any withdrawal or surrender may be subject to tax (See "Federal Taxation," page ) and any unpaid premium taxes. JHVLICO will, upon request, inform the Participant of the amount payable upon a surrender or withdrawal. Early Withdrawal Charge No deduction for a sales charge is made from the premium payment when received. An early withdrawal charge, however, may be deducted from withdrawals or surrenders, in excess of the Free Withdrawal Value, made before the end of the seventh Contract Year. The amount of any early withdrawal charge is computed as a percentage of the amount withdrawn or surrendered prior to the deduction of any other applicable charges or deductions. The chart below indicates the percentage charge applied during the specified Contract Year:
YEARS FROM DATE OF ISSUE EARLY TO DATE OF WITHDRAWAL WITHDRAWAL OR SURRENDER CHARGES ------------------------ ---------- 8 or more................................................... No Charge 7 but less than 6........................................... 1% 6 but less than 5........................................... 2% 5 but less than 4........................................... 3% 4 but less than 3........................................... 4% 3 but less than 2........................................... 5% 2 but less than 1........................................... 6% less than 1 year............................................ 7%
No early withdrawal charge will be made for surrenders or withdrawals after Contract Year 7, surrenders or withdrawals effective at the end of a Guarantee Period, or any Free Withdrawal Value. For purposes of the Free Withdrawal Value, withdrawals will be deemed to be taken first from the Free Withdrawal Value, then from the remaining Accumulated Value. Market Value Adjustment The amount payable on withdrawals or surrenders may be adjusted up or down by the application of the Market Value Adjustment. Where applicable, the Market Value Adjustment is 8 applied to the amount withdrawn or surrendered, net of any early withdrawal charge or other charges or deductions. The Market Value Adjustment will not be applied to any Free Withdrawal Value. For this purpose, withdrawals will be deemed to be taken first from the Free Withdrawal Value, then from the remaining Accumulated Value. In the case of either a withdrawal or surrender, any Market Value Adjustment that is applicable will reflect the relationship between the Current Rate for the duration remaining in the Guarantee Period at the time the withdrawal or surrender is requested, and the Guarantee Rate then applicable to the Contract. If the Guarantee Rate is higher than the applicable Current Rate, the Market Value Adjustment, if applicable, will generally result in a higher payment upon surrender or withdrawal. If the Guarantee Rate is lower than the applicable Current Rate, then the Market Value Adjustment, if applicable, will result in a lower payment upon surrender or withdrawal. For example, assume a Participant purchases a Contract and selects an initial Guarantee Period of 7 years and the Guarantee Rate in effect for that duration is 6% per annum. Assume at the end of 2 years the Participant makes a withdrawal. If the 5 year Current Rate is then 5%, the amount payable upon withdrawal will increase after the application of the Market Value Adjustment. On the other hand, if such Current Rate is higher than the Guarantee Rate, for example, 7%, the application of the Market Value Adjustment will cause a decrease in the amount payable to the Participant upon this withdrawal. Since Current Rates are based in part upon the investment yields available to JHVLICO (see "Investments" page ), the effect of the Market Value Adjustment will be closely related to the levels of such yields. It is theoretically possible, therefore, that, should such yields increase significantly from the time the Contract is purchased and should the early withdrawal charges be taken, the amount received upon a surrender of the Contract could be less than the original premium payment. The formula for calculating the Market Value Adjustment is set forth in Appendix A to this Prospectus, which also contains an additional illustration of the application of the Market Value Adjustment. Systematic Withdrawals The Participant may elect In Writing to participate in a systematic withdrawal plan, which enables the Participant to pre-authorize a periodic exercise of the contractual withdrawal rights described above. Participants entering into such a plan instruct JHVLICO to withdraw a percentage or a level dollar amount up to the Free Withdrawal Value from the total Accumulated Value of the Contract on a monthly, quarterly, semi-annual, or annual basis. JHVLICO reserves the right to modify the eligibility rules or other terms and conditions of this program at any time, without advance notice. In addition, JHVLICO reserves the right to terminate the program at any time with appropriate notice to the Participant. The total systematic withdrawal in a Contract Year is limited to 10% of the Accumulated Value of the Contract as of the beginning of the Contract Year. The minimum withdrawal is $100. Systematic withdrawals may be subject to the early withdrawal charge or Market Value Adjustment described above. The systematic withdrawal plan will terminate upon cancellation In Writing by the Participant or in the event that the payment of the amount withdrawn will reduce the Accumulated Value of the Contract to less than $4,000, or the minimum withdrawal amount drops below $100. There may be tax consequences associated with the systematic withdrawal plan. (See "Federal Income Taxes," page .) 9 Premium Taxes Several states and local governments impose a premium or similar tax on annuities. Currently, such taxes range up to 5% of the Accumulated Value applied to an Annuity Option. Ordinarily, any state-imposed premium or similar tax will be deducted from the Accumulated Value of the Contract only at the time of annuitization. For Contracts issued in South Dakota, however, JHVLICO pays a tax on the premium payment at the time it is made. At the time of annuitization, death, surrender, or withdrawal, JHVLICO will deduct a charge for these taxes from the Accumulated Value of the Contract or the amount withdrawn or surrendered. Such a charge is equal to the applicable premium tax percentage times the amount of Accumulated Value that is applied to an Annuity Option, surrendered, withdrawn, or remaining at death. Death Benefit Upon the death of the Annuitant or the Participant before the Date of Maturity, the Death Benefit will be payable to the Beneficiary as determined under the Contract provisions. With regard to Joint Participants, at the first death of a Joint Participant prior to the Date of Maturity, the Death Benefit will be paid to the surviving Participant as Beneficiary notwithstanding that the designated Beneficiary may be different. The Death Benefit is calculated as of the date of receipt of notification In Writing of due proof of death. The Death Benefit will equal the Accumulated Value. No early withdrawal charge or Market Value Adjustment will be imposed, and JHVLICO will pay interest from the date of death to the date of payment as provided in the Contract. The Death Benefit may be taken in one sum, to be paid within six months after the date JHVLICO receives due proof of death, or under any of the Annuity Options available under the Contract, provided, however, that if any Participant dies prior to the Date of Maturity, any Annuity Option elected must provide that any amount payable as a Death Benefit will be distributed within 5 years of the date of death, or, if the benefit is payable over a period not extending beyond the life expectancy of the Beneficiary or over the life of the Beneficiary, such distribution must commence within one year of the date of death. Payment will be made in a single sum in any event if the Death Benefit is less than $5000 or if each periodic payment under the Annuity Option chosen would be less than $50. Notwithstanding the foregoing, in the event of the Participant's death where the designated Beneficiary is the spouse of the Participant and the Annuitant is living, such spouse may elect, in lieu of receiving the Death Benefit, to continue the Contract as the Participant. This does not, however, alter the requirement for an IRA that distributions must begin no later than April 1 of the year following the year in which the deceased Participant would have attained age 70 1/2. Payment Upon Surrender JHVLICO may defer payment of any surrender for a period not exceeding 6 months from date of its receipt of a request for surrender. Only under highly unusual circumstances will a surrender payment be deferred more than 30 days, and if payment is deferred for more than 30 days, JHVLICO will pay interest on the Surrender Value at a rate equal to the greater of the rate required by state law and the rate declared by JHVLICO. While all circumstances under which JHVLICO could defer payment upon surrender may not be foreseeable at this time, such circumstances could include, for example, a time of an unusually high surrender rate among Participants, accompanied by a radical shift in interest rates. If payment is withheld for more than 30 days, the Participant will be notified in writing. JHVLICO will not, however, defer payment for more than 30 days for any surrender which is to be effective at the end of any Guarantee Period. 10 ANNUITY PERIOD Date of Maturity and Form of Annuity The Participant may elect, In Writing within the 30 days prior to the Date of Maturity, to have all or a portion of the Surrender Value paid in a lump sum on the Date of Maturity. Alternatively, or with respect to any portion of the Surrender Value not paid in a lump sum, the Participant may elect, In Writing at least 30 days prior to the Date of Maturity, to have the Accumulated Value with a Market Value Adjustment (less applicable premium taxes, if any) applied on the Date of Maturity under any of the Annuity Options described below. If the Participant has not duly elected an Annuity Option or lump sum distribution as of the Date of Maturity, the Date of Maturity will be disregarded and the Contract will continue in force and subsequent Guarantee Periods will continue to be provided until (a) no subsequent Guarantee Period is available that would not extend beyond the Annuitant's 85th birthday (or later Date of Maturity that we have approved), at which time a lump sum payment or Annuity Option will be provided as described under "Guarantee Periods," page , (b) the Participant surrenders the Contract, or (c) the Participant duly elects another Date of Maturity and duly elects a lump sum distribution or the commencement of an Annuity Option as of that Date of Maturity. Each Contract will provide at the time of its issuance for a Life Annuity with Ten Years Certain. Under this form of annuity, annuity payments are made monthly to the Annuitant for life and, if the Annuitant dies within ten years after the Date of Maturity of the Contract, the payments remaining in the ten- year period will be made to the contingent payee, subject to the terms of any supplementary agreement issued. (NOTE: The terminology used in a supplementary agreement may differ from that used in a Contract. For example, in a supplementary agreement, the term "payee" may be used to refer to the Annuitant or to some other person named by the Participant to receive payments under the supplementary agreement in the event of the Annuitant's death, and the term "contingent payee" may be used to refer to the beneficiary.) A different form of annuity may be elected by the Participant, as described in "Annuity Options," prior to the Date of Maturity of the Contract. Once annuity payments have begun, the form of annuity cannot be changed and the annuity benefits cannot be surrendered for the purpose of receiving a lump sum benefit in lieu thereof. Each Participant selects a provisional Date of Maturity at the time of application for a Contract. The provisional Date of Maturity may be no earlier than six months after the date the premium payment is credited to the Contract. The provisional Date of Maturity is stated in the Contract. The Participant may subsequently elect a different Date of Maturity which may not exceed age 85, absent JHVLICO's approval, or be earlier than six months after the date the premium payment is credited to the Contract, nor later than the maximum maturity age specified in the Contract. The election for a different Date of Maturity must be made In Writing before the provisional Date of Maturity and at least 31 days prior to the Date of Maturity. If a Date of Maturity different from the provisional Date of Maturity is not elected by the Participant, the provisional Date of Maturity shall be the Date of Maturity of the Contract. If, however, a Guarantee Period becomes effective that causes the Contract to continue beyond the provisional Date of Maturity, then the provisional Date of Maturity becomes the Annuitant's 85th birthday. Additional requirements apply to the timing of distributions under IRAs. (See "Contracts Purchased Under Rollover Individual Retirement Annuity (IRA) Plans," page .) Annuity Options The Participant may elect an Annuity Option during the lifetime of the Annuitant In Writing at least 30 days prior to the Date of Maturity of the Contract. If no option is selected, Option A 11 with Ten Years Certain will be used. A Beneficiary entitled to payment of a Death Benefit in a single sum may, if no election has been made by the Participant prior to the Participant's or Annuitant's death, elect an Annuity Option In Writing prior to the date the proceeds become payable. No option may be elected if the Accumulated Value of the Contract to be applied is less than $5000 or the periodic payment would be less than $50, in which case, JHVLICO will make a lump sum distribution of the Surrender Value or, upon the death of an Annuitant or Participant, the amount of any Death Benefit. Among the options available are the following two basic Annuity Options. Option A: Life Annuity with Five, Ten Or Twenty Years Certain Monthly payments will be made for a designated period of 5, 10 or 20 years and thereafter as long as the payee lives, with the guarantee that if the payee dies prior to the end of the 5, 10 or 20 year period, whichever is applicable, payments will continue for the remainder of the guaranteed period to a contingent payee, subject to the terms of any supplementary agreement issued. Option B: Life Annuity Without Refund Monthly payments will be made to the payee as long as he lives. The Life Annuity with Five Years Certain and the Life Annuity Without Refund are not available without prior approval by JHVLICO for an Annuitant older than age 85. The guaranteed minimum monthly annuity payment rates are set forth in the Contract. The actual rates applied will be the greater of these minimum rates and the current rates that JHVLICO has in effect at the time annuity payments begin. Information concerning current rates is available upon request. Other Conditions JHVLICO reserves the right at its sole discretion to make available to Participants and other payees optional methods of payment in addition to the Annuity Options described in this Prospectus and the applicable Contract. If the Participant dies on or after the Date of Maturity, any remaining interest in the Contract will be paid at least as rapidly as under the method of distribution in effect at the time of death. Federal income tax requirements currently applicable to individual retirement annuity plans provide that the period of years guaranteed under Option A cannot be any greater than the joint life expectancies of the payee and his or her designated beneficiary. INVESTMENTS Premium payments received under the Contracts and allocated to the Guarantee Periods will be invested by JHVLICO under the laws of Massachusetts. Contract owners have no priority claims on, or participation in the performance of, such assets. All such assets are the property of JHVLICO and available to meet the guarantees under the Contracts and the general obligations of JHVLICO. The assets of JHVLICO will be invested in accordance with the requirements established by applicable state laws regarding the nature and quality of investments that may be made by life insurance companies and the percentage of their assets that may be committed to any particular type of investment. In general, these laws permit investments, within specified limits and subject 12 to certain qualifications, in federal, state, and municipal obligations, corporate bonds, preferred and common stocks, real estate mortgages, and certain other investments. JHVLICO has no specific formula for establishing the Guarantee Rates for the Guarantee Periods. JHVLICO expects the rates to be influenced by, but not necessarily correspond to the yields on the fixed income securities to be acquired with amounts that are allocated to the Guarantee Periods at the time that the Guaranteed Rate are established. JHVLICO's current plans are to invest such amounts, according to its detailed investment policy and guidelines, in fixed income obligations, including corporate bonds, mortgages, mortgage-backed and asset-backed securities and government and agency issues having durations in the aggregate consistent with those of the Guarantee Periods. JHVLICO intends to invest proceeds from the Contracts primarily in domestic investment-grade securities. In addition, derivative contracts will be used only for hedging purposes, to reduce the ordinary business risk of Contracts associated with changes in interest rates, and not for speculating on future changes in the financial markets. PARTICIPANT AND BENEFICIARY RIGHTS AND PRIVILEGES The Participant has the sole and absolute power to exercise all rights and privileges under the Contract, except as otherwise provided by the Contract or by notice of the Participant In Writing. The Participant and the Beneficiary are designated in the application or order for a Contract and may be changed by the Participant, effective upon receipt of notice In Writing, subject to the rights of any assignee of record, any action taken prior to receipt of the notice, and certain other conditions. While the Annuitant is alive, the Participant may be changed by notice In Writing. The Beneficiary may be changed by notice In Writing no later than receipt of due proof of the death of the Annuitant. The change will take effect whether or not the Participant or Annuitant is then alive. The Contracts (other than IRAs) may be assigned at any time before the Date of Maturity and for any purpose other than as collateral or security for a loan. JHVLICO will not be bound by an assignment unless and until notice of such assignment In Writing is received. JHVLICO assumes no responsibility for the validity or effect of any assignment. In some cases, an assignment or change of Participant may have adverse tax consequences. An IRA may not be assigned. The Participant should consult a tax adviser regarding the consequences of an assignment. AMENDMENT OF THE CONTRACTS JHVLICO reserves the right to amend the Contracts to meet the requirements of applicable state or federal laws or regulations. JHVLICO will notify the Participant in writing of any such amendments. DISTRIBUTION OF THE CONTRACTS John Hancock Mutual Life Insurance Company ("John Hancock") is registered as a broker-dealer with the Commission under the Securities Exchange Act of 1934 and is a member of the National Association of Securities Dealers, Inc. John Hancock acts as underwriter and distributor of the Contracts, pursuant to a distribution agreement it has entered into with JHVLICO. In turn, John Hancock and JHVLICO have entered into agreements to distribute the Contracts (the "Distribution Agreements") with broker-dealers as well as certain financial institutions whose 13 representatives are authorized by applicable law to sell annuity products. Pursuant to the Distribution Agreements, John Hancock or JHVLICO will pay compensation to such broker-dealers and institutions with respect to each Contract that is issued, based on the dollar amount applied to that Contract. Generally, the total commissions so paid will be at a higher rate if that amount is applied for a longer duration than for a shorter one. The maximum rate of such total commissions is generally 7%. In some cases, additional compensation may be paid by John Hancock and JHVLICO at times subsequent to the Contacts' issuance. The Distribution Agreements require that compensation paid with respect to Contracts that are cancelled or surrendered within one year after the Date of Issue must be refunded to John Hancock or JHVLICO. Broker-dealers and financial institutions engaged in the offer and sale of the Contracts are solely responsible for the compensation of their representatives engaged in those activities. FEDERAL INCOME TAXES JHVLICO JHVLICO is taxed as a life insurance company under the Internal Revenue Code of 1986 (the "Code"). The assets underlying the Contracts will be owned by JHVLICO. The income earned on such assets will be JHVLICO's income. JHVLICO assumes no responsibility for determining whether a particular individual retirement annuity plan satisfies the applicable requirements of the Code or whether a particular Participant is eligible for such a plan. THE PARTICIPANT OR OTHER PAYEE The Contracts are considered annuity contracts under Section 72 of the Code. Currently no Federal income tax is payable on increases in the value of the Contract until payments are made to the Participant or other payee under such Contract. However, a Contract owned other than by a natural person is not generally an annuity for tax purposes and any increase in value thereunder is taxable as ordinary income as accrued. When payments under a Contract are made in the form of an annuity, the amount of each payment is taxed to the Participant or other payee as ordinary income to the extent that such payment exceeds that portion of the Participant's "investment in the contract" (as defined in the Code) allocated to that payment. In general, the Participant's "investment in the contract" is the aggregate amount of premium payments made by him or her. The portion of each annuity payment to be excluded from income is determined by dividing the "investment in the contract," adjusted by any refund feature, by the amount of "expected return" during the time that periodic payments are to be made, and then multiplying by the "amount of the payment." The balance of the payment is taxable. For purposes of determining the amount of taxable income resulting from distributions, all Contracts and other annuity contracts issued by JHVLICO or its affiliates to the Participant within the same calendar year will be treated as if they were a single Contract. When a payment under a Contract is made in a single sum, the amount of the payment is taxed as ordinary income to the Participant or other payee to the extent it exceeds the Participant's "investment in the contract." WITHDRAWALS BEFORE ANNUITY STARTING DATE When a payment under a Contract, including a payment under a systematic withdrawal plan, is less than the amount that would be paid upon the Contract's surrender and such payment is 14 made prior to the commencement of annuity payments under the Contract, part or all of the payment (the withdrawal) may be taxed to the Participant or other payee as ordinary income. On the date of the withdrawal, if the cash value of the Contract is greater than the investment in the Contract, any part of such excess value so withdrawn is subject to tax as ordinary income. If an individual assigns or pledges any part of the value of a Contract, the value so pledged or assigned is taxed as ordinary income to the same extent as a withdrawal. PENALTY FOR PREMATURE WITHDRAWALS In addition to being included in ordinary income, the taxable portion of any withdrawal may be subject to a 10% penalty tax. The penalty tax does not apply to, among other things, payments made to the Participant or other payee after the Participant attains age 59 1/2, or on account of the Participant's death or disability. If the withdrawal is made in substantially equal periodic payments over the life of the Annuitant or other payee or over the joint lives of the Annuitant and the Annuitant's beneficiary the penalty will also not apply. CONTRACTS PURCHASED UNDER ROLLOVER INDIVIDUAL RETIREMENT ANNUITY (IRA) PLANS No deduction is allowed for purchase payments made in or after the taxable year in which the Participant has attained the age of 70 1/2 years nor is a deduction allowed for a "rollover contribution" as defined in the Code. When payments under a Contract are made in the form of an annuity, or in a single sum such as on surrender of the Contract or by withdrawal, the payment is taxed as ordinary income. IRS required minimum distributions must begin no later than April 1 of the year following the year in which the Participant attains age 70 1/2. The Participant may incur adverse tax consequences if a distribution on surrender of the Contract or by withdrawal is made prior to his attaining age 59 1/2, except in the event of his or her death or total disability. Withholding on Eligible Rollover Distributions Recent legislation requires 20% withholding on certain distributions from tax qualified plans. A Participant wishing to rollover his entire distribution should have it paid directly to the successor plan. Otherwise, the Participant's distribution will be reduced by the 20% mandatory income tax. Consult a qualified tax adviser before taking such a distribution. WITHHOLDING OF TAXES JHVLICO is obligated to withhold taxes from certain payments unless the recipient elects otherwise. The withholding rate varies depending upon the nature and the amount of the distribution. JHVLICO will notify the Participant or other payee in advance of the first payment of his or her right to elect out of withholding and furnish a form on which the election may be made. Any election must be received by JHVLICO in advance of the payment in order to avoid withholding. CERTAIN EXCHANGES Section 1035 of the Code provides generally that no gain or loss will be recognized under the exchange of a life insurance or annuity contract for an annuity contract. Thus, a properly completed exchange from one of these types of products into a Contract pursuant to the special annuity contract exchange form JHVLICO provides for this purpose is not generally a taxable event under the Code, and the Participant's investment in the Contract will be the same as his or her investment in the exchanged product. 15 Because of the complexity of these and other tax aspects in connection with an exchange, a tax adviser should be consulted before any exchange is made. SEE YOUR OWN TAX ADVISER The above description of Federal income tax consequences of owning a Contract and of the individual retirement plans which may be funded by the Contracts is only a brief summary and is not intended as tax advice. The rules governing the provisions of tax qualified plans are extremely complex and often difficult to understand. Anything less than full compliance with the applicable rules, all of which are subject to change from time to time, can have adverse tax consequences. For example, premature withdrawals are generally subject to a 10% penalty tax. The taxation of an Annuitant or other payee has become so complex and confusing that great care must be taken to avoid adverse tax consequences. For further information a prospective purchaser should consult a qualified tax adviser. THE COMPANY BUSINESS OF JHVLICO JHVLICO was organized under the laws of the Commonwealth of Massachusetts in 1979 and commenced insurance operations in 1980. It is a wholly-owned subsidiary of John Hancock Mutual Life Insurance Company ("JHMLICO" or "John Hancock"), a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts in 1862. JHVLICO is principally engaged in the writing of variable and universal life insurance policies. JHVLICO's policies are primarily marketed through JHMLICO's sales organization, which includes a proprietary sales force employed at JHMLICO's own agencies and a network of independent general agencies. Policies also are sold through various unaffiliated securities broker-dealers and certain financial institutions with which JHMLICO and JHVLICO have sales agreements. Currently, JHVLICO writes business in all states except New York. At December 31, 1994, JHVLICO had $30.0 billion of life insurance in force, net of reinsurance ceded of $4.3 billion. In 1993, JHVLICO acquired Colonial Penn Annuity and Life Insurance Company and changed its name to John Hancock Life Insurance Company of America. The subsidiary's principal business activity at December 31, 1994, is the run-off of a block of single premium whole life insurance. For additional discussion of this acquisition, see Note 3 of Notes to Financial Statements. SELECTED FINANCIAL DATA The following financial data for JHVLICO and its subsidiary should be read in conjunction with the financial statements and notes thereto, included elsewhere in this Prospectus. The results for past accounting periods are not necessarily indicative of the results to be expected in the future. The selected financial data and financial statements have been prepared on the basis of accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance and in conformity with the practices of the National Association of Insurance Commissioners ("NAIC") ("statutory accounting practices") which are currently considered generally-accepted accounting principles for a stock life insurance company wholly-owned by a mutual life insurance company. See "Recent Accounting Developments," page , for additional discussion, regarding generally accepted accounting standards for mutual life insurance companies. 16 The information presented below should be read in conjunction with, and is qualified in its entirety by, "Management's Discussion and Analysis of Financial Condition and Results of Operations," page , and the financial statements and other information included elsewhere in this Prospectus.
YEAR ENDED AND AT DECEMBER 31, ------------------------------------- 1994 1993* 1992 1991 1990 ------ ------ ------ ------ ------ (IN MILLIONS) SELECTED FINANCIAL DATA INCOME STATEMENT DATA Premiums................................ $430.5 $398.8 $416.4 $377.6 $348.2 Net investment income................... 57.6 61.3 62.0 59.5 51.2 Other income, net....................... 95.5 (4.0) (3.9) (1.7) 4.1 TOTAL REVENUES........................ $583.6 $456.1 $474.5 $435.4 $403.5 Total benefits and expenses............. 556.0 456.6 440.8 389.4 376.4 Income tax expense...................... 15.0 6.5 20.5 25.9 11.9 Net realized capital gains (losses)..... 0.4 (2.6) (1.4) (1.4) 0.1 Net gain (loss)......................... 13.0 (9.6) 11.8 18.7 15.3 BALANCE SHEET DATA Total assets............................ $2,627 $2,379 $2,348 $2,118 $1,773 Total obligations....................... 2,409 2,176 2,108 1,893 1,576 Total stockholder's equity.............. 218 203 240 225 197
- --------- * On October 1, 1993, JHVLICO entered into an assumption reinsurance agreement with JHMLICO to cede a block of variable life, universal life and flexible variable life insurance policies to JHMLICO representing substantially all of such policies written by JHVLICO in the State of New York. In connection with this agreement, general account assets consisting of bonds, mortgage loans, policy loans, cash, investment income due and accrued and deferred and uncollected premiums totaling $72.2 million were transferred by JHVLICO to JHMLICO, along with policy reserves, unearned premiums and dividend liabilities totaling $47.7 million and surplus totaling $24.5 million. Separate account assets consisting of common stock and policy loans totaling $200.8 million were transferred to John Hancock's separate accounts along with $200.8 million in separate account policyholder obligations. RECENT ACCOUNTING DEVELOPMENTS In January 1995, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 120, "Accounting and Reporting by Mutual Life Insurance Enterprises for Certain Long-Duration Participating Contracts." This Statement extends the requirements of Statements No. 60, 97, and 113 to mutual life insurance enterprises, and amends FASB Interpretation No. 40, "Applicability of Generally Accepted Accounting Principles to Mutual Life Insurance and Other Enterprises." SFAS No. 120 and Interpretation No. 40, as amended, require mutual life insurance companies to modify their financial statements in order to continue to be considered in accordance with generally accepted accounting principles, effective for 1996 financial statements. The manner in which policy reserves, new business acquisition costs, asset valuations, and related tax effects are recorded will change. The modifications to existing accounting practices which may be necessary have been defined by the American Institute of Certified Public Accountants in Statement of Position ("SOP") 95-1, "Accounting for Certain Insurance Activities of Mutual Life Insurance Enterprises." The effects of such modifications on JHVLICO's general purpose financial statements have not yet been determined. 17 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition As of December 31, 1994, total assets grew by 10.4%, to $2,626.9 million, from $2,378.6 million at December 31, 1993. Much of this growth is attributable to growth in separate account assets, which grew by 9.7% during 1994, from $1,568.6 million at December 31, 1993, to $1,721.0 million at December 31, 1994. Total obligations grew by 10.7% during 1994, from $2,175.8 million at December 31, 1993, to $2,409.0 million at December 31, 1994. As with assets, most of this growth was in separate accounts, which grew by 9.7% during 1994, from $1,565.3 million at December 31, 1993, to $1,717.7 million at December 31, 1994. Separate account assets and liabilities consist primarily of the fund balances associated with variable life business. The asset holdings include fixed income, equity, growth, total return, real estate, and global mutual funds, with liabilities representing amounts due to policyholders. Total stockholder's equity grew by 7.4%, from $202.8 million at December 31, 1993, to $217.9 million, at December 31, 1994. Investments JHVLICO continues to address industry wide issues of asset quality and liquidity that have emerged in recent years. JHVLICO's bond portfolio is highly diversified. It is not concentrated by geographic region, industry group, or individual investment. In 1994, 1993, and 1992, JHVLICO invested new money predominantly in long term investment grade corporate bonds as a means of lowering the relative proportion of assets invested in commercial mortgages. As a result, JHVLICO's holdings in investment (NAIC SVO classes 1 and 2) and medium (NAIC SVO class 3) grade bonds are 90.1% and 7.1%, respectively, of total general account bonds at December 31, 1994. Most of the medium grade bonds are private placements that provide long-term financing for medium size companies. These bonds typically are protected by individually negotiated financial covenants and/or collateral. The balance (NAIC SVO classes 4, 5, and 6) of 2.8% of total general account bonds consists of lower grade bonds and bonds in default. Bonds in default represent 0.5% of total general account bonds. Management believes JHVLICO's commercial mortgage lending philosophy and practices are sound. JHVLICO generally makes mortgage loans against properties with proven track records and high occupancy levels, and typically does not make construction or condominium loans nor lend more than 75% of the property's value at the time of the loan. To assist in the management of its mortgage loans, JHVLICO uses a computer based mortgage risk analysis system. JHVLICO has outstanding commitments to purchase long-term bonds and issue real estate mortgages totaling $6.7 million and $5.0 million, respectively, at December 31, 1994. If funded, the mortgage loans will be fully collateralized by related properties. JHVLICO monitors the creditworthiness of borrowers under long-term bond commitments and required collateral as deemed necessary. The majority of these commitments expire in 1995. Reserves and Obligations JHVLICO's obligations principally consist of aggregate reserves for life policies and contracts of $638.6 million in the general account and obligations of $1,717.7 million in the separate accounts at December 31, 1994. These liabilities are computed in accordance with commonly accepted actuarial standards and are based on actuarial assumptions which are in accordance with, or more conservative than, those called for in policy provisions. All reserves meet the requirements of the insurance laws of the Commonwealth of Massachusetts. Intensive asset adequacy testing was performed in 1994 for all reserves. As a result of that testing, no additional reserves were established. 18 JHVLICO's investment reserves include the Asset Valuation Reserve ("AVR") required by the NAIC and state insurance regulatory authorities. Prior to December 31, 1992, the investment reserves included the Mandatory Securities Valuation Reserve and a voluntary investment reserve called the Mortgage and Real Estate Valuation Reserve, which were replaced by the AVR. The AVR is included in JHVLICO's obligations. At December 31, 1994, the AVR was $12.6 million, compared to $10.4 million at December 31, 1993. The AVR contains voluntary contributions of $1.1 million in 1994, $1.7 million in 1993, and $2.5 million in 1992. Management believes JHVLICO's level of reserve is adequate and made more conservative by the voluntary contributions. The AVR was established to stabilize statutory surplus from non interest related fluctuations in the market value of bonds, stocks, mortgage loans, real estate and other invested assets. The AVR generally captures realized and unrealized capital gains or losses on such assets, other than those resulting from changes in interest rates. Each year, the amount of an insurer's AVR will fluctuate as capital gains or losses are absorbed by the reserve. To adjust for such changes over time, an annual contribution must be made to the AVR equal to 20% of the difference between the maximum AVR (as determined annually according to the type and quality of an insurer's assets) and the actual AVR. The AVR provisions permitted a phase-in period whereby the required contribution was 10% in 1992, 15% in 1993, and the full 20% factor thereafter. Such contributions may result in a slower rate of growth of, or a reduction to, surplus. Changes in the AVR are accounted for as direct increases or decreases in surplus. The impact of the AVR on the surplus position of John Hancock in the future will depend in part on the composition of JHVLICO's investment portfolio. The Interest Maintenance Reserve ("IMR") captures realized capital gains and losses (net of taxes) on fixed income investments (primarily bonds and mortgage loans) resulting from changes in interest rate levels. These amounts are not reflected in JHVLICO's capital account and are amortized into net investment income over the estimated remaining lives of the investments disposed. The IMR provisions permitted a phase-in period so that in 1992, 50% of realized capital gains and losses on United States government securities were recognized in net income and were not captured by the IMR. In 1993, the provisions allowed 25% of these capital gains and losses to flow to net income with the remainder being captured in the IMR. In 1994, all capital gains and losses on United States government securities were captured by the IMR. The impact of the IMR on the surplus of JHVLICO depends upon the amount of future interest related capital gains and losses on fixed income investments. Results of Operations 1994 Compared to 1993 Net gain from operations was $12.6 million in 1994, $19.6 million higher than the net loss of $7.0 million in 1993. This increase in operating gain was primarily attributable to the effects of a modified coinsurance reinsurance agreement between JHMLICO and JHVLICO, entered into during 1994. Under the agreement, JHMLICO reinsured 50% of the 1994 sales of JHVLICO's flexible premium variable life insurance and scheduled premium variable life insurance policies. The 1994 increase in pre-tax operating gain attributable to this reinsurance agreement was $26.9 million. Total revenues increased by 28.0%, or $127.5 million, to $583.6 million, during 1994. Premiums increased by 7.9%, or $31.7 million, to $430.5 million during 1994, reflecting growth in premium revenues from the universal life insurance line, as well as the introduction in late 19 1993 and 1994 of three new products: the Medallion variable universal product, a variable COLI product, and a variable survivorship product. Net investment income decreased by 6.0%, or $3.7 million, to $57.6 million, during 1994, due largely to a 16.8%, or $3.3 million decrease in gross income on mortgages and real estate, which contributed to an overall decrease of 4.9%, or $3.2 million, in gross investment income. Net investment income was further dampened in 1994 by a 13.3%, or $0.5 million, increase in investment expenses. Other income improved by $99.5 million during 1994, primarily due to the increase in commission and expense allowances and reserve adjustments on reinsurance ceded, as described in the preceding paragraph. Total benefits and expenses increased by 21.8%, or $99.4 million, to $556.0 million, during 1994. Benefit payments and additions to reserves increased by 23.3%, or $70.5 million, to $372.8 million, during 1994. A 1.7%, or $3.3 million, decrease in benefit payments was more than offset by a 66.2%, or $73.8 million, increase in additions to reserves, most of which occurred in both the universal life and flexible variable life insurance lines. Insurance expenses, which included a $3.0 million charge for restructuring during 1994, increased by 19.0%, or $27.4 million, to $171.9 million, during 1994. This growth in expenses was attributable largely to the cost of growth in new business. 1993 Compared to 1992 Net loss from operations was $7.0 million in 1993, which was $20.2 million lower than the net gain of $13.2 million in 1992. This resulted from the combination of the 1993 pre-tax net loss from operations of $0.5 million, which was $34.2 million lower than the 1992 pre-tax net gain of $33.7 million, partially offset by a decrease of $14.0 million in federal income tax expense during 1993. During 1993, JHVLICO entered into an assumption reinsurance agreement with JHMLICO, ceding a block of variable life, universal life, and flexible variable life insurance policies representing essentially all of such policies written by JHVLICO in the State of New York. In connection with this agreement, $72.2 million of general account assets, $47.7 million of reserves and obligations, and $24.5 million of surplus were transferred to JHMLICO, along with $200.8 million of seperate account assets and obligations. Total revenues decreased by 3.95, or $18.4 million, to $456.1 million, during 1993. Premiums decreased by 4.2%, or $17.6 milion, to $398.8 million during 1993, resulting partly from sluggish sales growth and partly from the discontinuance during 1993, of JHVLICO's sales in New York, as described in the paragraph above. Net investment income decreased by 1.1%, or $0.7 million, to $61.3 million, during 1993. This decrease was due to a 0.6%, or $0.4 million, decrease in gross investment income, and an increase of 8.9%, or $0.3 million, in investment expenses. Other income decreased by 2.6%, or $0.1 million, to a negative $4.0 million, during 1993, primarily attributable to changes in amounts for reserve adjustments on reinsurance ceded, which reduced revenues, partially offset by increases in expense allowances on reinsurance ceded, IMR amortization and miscellaneous income. Total benefits and expenses increased by 3.6%, or $15.8 million, to $456.6 million, during 1993. Of this $15.8 million increase, benefit payments and additions to reserves decreased by 5.5%, or $17.6 million, to $302.3 million, during 1993. Both benefit payments and additions to reserves decreased during 1993, with benefit payments decreasing by 4.1%, or $8.2 million, to $190.8 million and additions to reserves decreasing by 7.8%, or $9.4 million, to $111.5 million. The decrease in benefits and additions to reserves was more than offset by an increase in insurance expenses during 1993 of 29.7%, or $33.1 million, to $144.5 million. Liquidity and Capital Resources JHVLICO's liquidity resources at December 31, 1994, include cash and short term investments of $76.0 million, public bonds of $106.6 million, and investment grade private placement bonds of $304.1 million. In addition, JHVLICO's separate accounts are highly liquid and are available to meet most outflow needs for variable life insurance. 20 Management believes the liquidity resources above of $486.7 million as of December 31, 1994, strongly position JHVLICO to meet all its obligations to policyholders and others. Additionally, the highly liquid position of JHVLICO's parent company is a resource that may be utilized as required. Generally, JHVLICO's financing needs are met by means of funds provided by normal operations. As of year-end 1994, JHVLICO has no outstanding borrowings from sources outside its affiliated group. Total surplus, or stockholder's equity, including the AVR, is $230.5 million as of December 31, 1994, compared to $213.2 million as of December 31, 1993. The current statutory accounting treatment of deferred acquisition cost ("DAC") taxes results in an understatement of JHVLICO's surplus, which will persist during periods of growth in new business written. These taxes result from federal income tax law that approximates acquisition expenses and then spreads the corresponding tax deductions over a period of years. The result is a DAC tax which is collected immediately and subsequently returned through tax deductions in later years. Since it began its operations, JHVLICO has received a total of $381.8 million in capital contributions from JHMLICO, of which $355.0 million is credited to paid-in capital and $25.0 million is credited to capital stock as of December 31, 1994. In 1993, $1.8 million of capital was returned to JHMLICO. To support JHVLICO's operations, for the indefinite future, JHMLICO is committed to make additional capital contributions if necessary to ensure that JHVLICO maintains a positive net worth. JHVLICO's stockholder's equity at December 31, 1994, net of unassigned deficit, was $217.9 million. For additional discussion of JHVLICO's capitalization, see Note 2 of the Notes to Financial Statements. In December 1992, the NAIC approved risk-based capital ("RBC") standards for life insurance companies as well as a Model Act (the "RBC Model Act") to apply such standards at the state level. The RBC Model Act provides that life insurance companies must submit an annual RBC Report which compares a company's total adjusted capital (statutory surplus plus AVR, voluntary investment reserves, and one-half the apportioned dividend liability) with its risk-based capital as calculated by an RBC formula, where the formula takes into account the risk characteristics of the company's investments and products. The formula is to be used by insurance regulators as an early warning tool to identify possible weakly capitalized companies for purposes of initiating further regulatory action. The formula is not intended as a means to rank insurers. The RBC Model Act gives state insurance commissioners explicit regulatory authority to require various actions by, or take various against, insurance companies whose total adjusted capital does not meet the RBC standards. The RBC Model Act imposes broad confidentiality requirements on those engaged in the insurance business (including insurers, agents, brokers and others) as to the use and publication of RBC data. As of December 31, 1994, JHVLICO's total adjusted capital as defined by the NAIC was well in excess of RBC standards. Reinsurance To reduce its exposure to large losses under its insurance policies, JHVLICO enters into reinsurance arrangements with its parent, JHMLICO, and other non- affiliated insurance companies. For further discussion of JHVLICO's reinsurance arrangements, including business ceded to John Hancock, see Notes 6 and 8 of the Notes to Financial Statements. Separate Accounts Under applicable state insurance laws, insurers are permitted to establish separate investment accounts in which assets backing certain policies or contracts, including variable life policies and certain individual and group annuity contracts, are held. The investments in each separate investment account (which may be pooled or customer specific) are maintained separate from 21 other separate investment accounts and the general investment account. The investment results of the separate investment account assets are passed through directly to separate investment account policyholders and contractholders, so that an insurer derives management fees from, but bears no investment risk on, these assets, except the risk on a small number of products that the investment results of the separate account assets will not meet the minimum rate guaranteed on these products. Other than amounts derived from or otherwise attributable to JHVLICO's general investment account, assets of separate investment accounts are not available to fund the liabilities of the general investment account. COMPETITION JHVLICO is engaged in a highly competitive business due to the large number of stock and mutual life insurance companies and other entities marketing insurance products. There are approximately 2,000 stock, mutual, and other types of insurers in the life insurance business in the United States. According to the July 1995, issue of Best's Review Life/Health, JHVLICO ranks 154th in terms of net premiums written during 1994. JHVLICO's parent, JHMLICO, ranks 6th, and ranks as the 5th largest mutual life insurer in the U.S., based on total admitted assets at December 31, 1994, according to BestWeek Life/Health Supplement, dated April 10, 1995. Best's Company Report, dated May 25, 1995, affirms JHVLICO's financial stability rating from A.M. Best Company, Inc. of A++, its highest, based on the strength of its parent company and the capital guarantee discussed above. Standard & Poor's Corporation and Duff & Phelps Credit Rating Company have assigned insurance claims-paying ability ratings to JHVLICO of AA+ and AAA, respectively, which place JHVLICO in the second highest and highest categories, respectively, by these rating agencies. Moody's Investors Service, Inc. has assigned JHVLICO a financial strength rating of Aa2, which is its third highest rating. EMPLOYEES AND FACILITIES JHMLICO provides JHVLICO with personnel, property, and facilities for the performance of certain of JHVLICO's corporate functions. JHMLICO annually determines a fee for these services and facilities based on a number of criteria which were revised in 1994 and 1993 to reflect continuing changes in JHVLICO's operations. The amount of service fee charged to JHVLICO was $117.0 million and $98.2 million in 1994 and 1993, respectively. Approximately 1,400 of JHMLICO's field office employees and agents are members of a labor union. The current agreement with union employees and agents is subject to renewal in June, 1996. TRANSACTIONS WITH JHMLICO As indicated, property, personnel and facilities are provided, at a service fee, by JHMLICO for purposes of JHVLICO's operations, and the two companies have entered into certain reinsurance arrangements. In addition, JHMLICO has contributed all of JHVLICO's capital, of which $1.8 million of paid-in capital was returned to JHMLICO during 1993. It is expected that arrangements and transactions such as the foregoing will continue in the future to an indeterminate extent. See Notes 2 and 6 of the Notes to Financial Statements. JHMLICO receives no additional compensation for its services as underwriter and distributor of the Contracts issued by JHVLICO. 22 REGULATION JHVLICO is subject to extensive state regulatory oversight in jurisdictions in which it does business. This regulatory oversight, increasing scrutiny upon the insurance regulatory framework and proposals to adopt a federal regulatory framework may in the future adversely affect JHVLICO's ability to sustain adequate returns. JHVLICO's business also could be adversely affected by changes in state law relating to asset and reserve valuation requirements, limitations on investments and risk-based capital requirements, and, at the federal level, by laws and regulations that may affect certain aspects of the insurance industry. Assessments also are levied against John Hancock companies as a result of participation in various types of state guaranty associations, state insurance pools for the uninsured or other arrangements. Regulators have the discretionary authority, in connection with the continual licensing of JHVLICO, to limit or prohibit new issuances of business to policyholders when, in their judgment, such regulators determine that such insurer is not maintaining minimum statutory surplus or capital or if further transaction of business will be hazardous to its policyholders. JHVLICO does not believe the current or anticipated levels of statutory surplus of JHVLICO or any member of its affiliated group, and the volume of their sales of new life and annuity policies, present a material risk that the amount of new insurance that JHVLICO or any of such insurance affiliates may issue will be limited. Although the federal government does not directly regulate the business of insurance, federal initiatives often have an impact on the business in a variety of ways. Current and proposed federal measures which may significantly affect the insurance business include removal of barriers preventing banks from engaging in the insurance business, limits to medical testing for insurability, tax law changes affecting the taxation of insurance companies, the tax treatment of insurance products and its impact on the relative desirability of various personal investment vehicles and proposed legislation to prohibit the use of gender in determining insurance and pension rates and benefits. DIRECTORS AND EXECUTIVE OFFICERS The directors and executive officers of JHVLICO are as follows:
POSITION OTHER BUSINESS NAME AGE WITH JHVLICO WITHIN PAST 5 YEARS ---- --- ------------ ------------------- David F. D'Alessandro Director............... 44 Chairman Senior Executive Vice President-- Retail Sector, John Hancock Henry D. Shaw, Director............... 61 Vice Chairman & Senior Vice President, Retail President Products & Markets, John Hancock Robert S. Paster, Director............... 43 Vice President & Second Vice President, Valuation Actuary & Financial Systems, John Hancock Michele G. Van Leer, Director............... 37 Vice President Vice President, Life & Annuity Products, John Hancock Joseph A. Tomlinson, Director............... 48 Vice President Vice President, Alternative Distribution, John Hancock Robert R. Reitano, Director............... 45 Vice President Second Vice President, Investment Policy & Research, John Hancock
23 Francis C. Cleary, Jr., Director............. 63 Vice President & Vice President & Counsel, Equity Counsel & Pension Law, John Hancock Barbara L. Luddy, Director............ 43 Vice President Second Vice President, Financial Reporting & Analysis, John Hancock Daniel L. Ouellette.. 46 Vice President-- Vice President, Marketing & Sales Marketing Support, John Hancock Thomas J. Lee........ 41 Vice President-- Vice President, Life & Annuity Claims Services, John Hancock Policyholder Services Edward P. Dowd....... 52 Vice President-- Senior Vice President, Real Investments Estate Investment Group, John Hancock Roger G. Nastou...... 53 Vice President-- Vice President, Bond & Corporate Investments Finance, John Hancock Laura L. Mangan...... 33 Vice President & Assistant Regulatory/Compliance Secretary Officer, Staff & Corporate Secretarial, John Hancock Patrick F. Smith..... 53 Controller Senior Associate Controller, Controller's Department, John Hancock Leonard C. Bassett... 57 Treasurer Financial Officer, Financial Sector Management, John Hancock
EXECUTIVE COMPENSATION Executive officers of JHVLICO also serve one or more of the affiliated companies of JHMLICO. Allocations have been made as to each individual's time devoted to his or her duties as an executive officer of JHVLICO. The following table provides information on the allocated compensation paid to the chief executive officer. There were no executive officers of JHVLICO whose allocated compensation exceeded $100,000 during 1994. Directors of JHVLICO receive no compensation in addition to their compensation as employees of JHMLICO.
LONG TERM ANNUAL COMPENSATION COMPENSATION ---------------------- ----------------- NAME TITLE SALARY BONUS OTHER LTIP ALL OTHER ---- -------- ------- ------- ------ ------- --------- David F. D'Alessandro......... Chairman $40,670 $20,903 $3,815 $21,965 $ 0
24 REGISTRATION STATEMENT JHVLICO has filed a registration statement (the "Registration Statement") with the Commission under the Securities Act of 1933 relating to the Contracts offered by this Prospectus. This Prospectus has been filed as a part of the Registration Statement and does not contain all of the information set forth in the Registration Statement and exhibits thereto, and reference is hereby made to such Registration Statement and exhibits for further information relating to JHVLICO and the Contracts. The Registration Statement and the exhibits thereto may be inspected and copied, at the Commission's Washington, D.C., headquarters. LEGAL MATTERS The legal validity of the Contracts have been passed upon by Francis C. Cleary, Jr., Vice President and Counsel of John Hancock. EXPERTS The annual financial statements of JHVLICO included in this Prospectus have been audited by, , independent auditors, whose reports thereon appear in the Prospectus and have been so included in reliance on their reports given on their authority as experts in accounting and auditing. 25 APPENDIX A: MARKET VALUE ADJUSTMENT The Market Value Adjustment (MVA) is equal to A times (B - 1) where A is (i) any surrender or withdrawal in excess of the Free Withdrawal Value, less (ii) any early withdrawal charge, if applicable; and B is the Market Value Adjustment Factor below: [(1 + g)/(1 + c + .005)] (CIRCUMFLEX) (n/12), where g = The guarantee rate in effect for the current Guarantee Period (expressed as a decimal). c = The current rate (expressed as a decimal) in effect for durations equal to the number of years remaining in the current Guarantee Period (years rounded up to the nearest whole number). If not available, JHVLICO will declare a rate solely for this period that is consistent with rates for durations that are currently available. n = The number of complete months from the date of withdrawal to the end of the current Guarantee Period. (Where less than one complete month remains, n will equal 1 unless the withdrawal is made on the last day of the guarantee period, at which time no adjustment will apply.) EXAMPLES OF THE MARKET VALUE ADJUSTMENT These examples assume the following: Premium: $20,000 Guarantee Period: 7 years Guarantee Rate: 6.00% Surrender: 2 years and 106 days (3.5 months) after deposit Prior Withdrawals: none At time of surrender: The Accumulated Value = $20,000 X (1.06) (CIRCUMFLEX) (2 + 106/365) = $22,855.51 The Free Withdrawal Value = (.1) X ($20,000) X (1.06) (CIRCUMFLEX) (2) = $2,247.20 The early withdrawal charge = ($22,855.51 - $2,247.20) X (.05) = $1,030.42 n, the number of complete months from date of withdrawal to end of current Guarantee Period = 7 years - (2 years + 3.5) months = 56 months 26 EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT: Assume that on the date of surrender, the current interest rate for a new Guarantee Period of 5 years (4 years and 8.5 months remaining in the Guarantee Period rounded up to the next full year) is 5%. The MVA factor = [(1 + g)/(1 + c + .005)] (CIRCUMFLEX) (n/12) = (1.06/1.055) (CIRCUMFLEX) (56/12) = 1.02231 The MVA = ($22,855.51 - $2,247.20 - $1,030.42) X (1.02231 - 1) = $436.78 The Surrender Value = $22,855.51 - $1,030.42 + $436.78 = $22,261.87 EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT: Assume that on the date of surrender, the current interest rate for a new Guarantee Period of 5 years is 7%. The MVA factor = [(1 + g)/(1+ c + .005)] (CIRCUMFLEX) (n/12) = (1.06/1.075) (CIRCUMFLEX) (56/12) = .936529 The MVA = ($22,855.51 - $2,247.20 - $1,030.42) X (.936529 - 1) = -$1,242.63 The Surrender Value = $22,855.51 - $1,030.42 - $1,242.63 = $20,582.46 27 FINANCIAL STATEMENTS [This page reserved for Report of Independent Auditors] F-1 JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY STATEMENTS OF FINANCIAL POSITION
DECEMBER 31 ------------------ 1994 1993 -------- -------- (IN MILLIONS) ASSETS Bonds--Note 7............................................ $ 458.3 $ 433.0 Preferred stocks......................................... 5.3 6.4 Common stocks............................................ 1.9 2.4 Investment in affiliate.................................. 59.9 57.6 Mortgage loans on real estate--Note 7.................... 148.5 163.1 Real estate.............................................. 27.8 16.7 Policy loans............................................. 47.3 36.9 Cash items: Cash in banks.......................................... 29.3 5.7 Temporary cash investments............................. 46.7 17.6 -------- -------- 76.0 23.3 Premiums due and deferred................................ 43.9 47.3 Investment income due and accrued........................ 14.7 14.4 Other general account assets............................. 22.3 8.9 Assets held in separate accounts......................... 1,721.0 1,568.6 -------- -------- TOTAL ASSETS......................................... $2,626.9 $2,378.6 ======== ======== OBLIGATIONS AND STOCKHOLDER'S EQUITY OBLIGATIONS Policy reserves.......................................... $ 638.6 $ 600.3 Federal income and other taxes payable--Note 1........... 17.3 (1.2) Other accrued expenses................................... 22.8 1.0 Asset valuation reserve--Note 1.......................... 12.6 10.4 Obligations related to separate accounts................. 1,717.7 1,565.3 -------- -------- TOTAL OBLIGATIONS.................................... 2,409.0 2,175.8 STOCKHOLDER'S EQUITY--Notes 2 and 6 Common Stock, $50 par value; authorized 50,000 shares; issued and outstanding 20,000 shares.................... 25.0 25.0 Paid-in capital.......................................... 355.0 355.0 Unassigned deficit....................................... (162.1) (177.2) -------- -------- TOTAL STOCKHOLDER'S EQUITY........................... 217.9 202.8 -------- -------- TOTAL OBLIGATIONS AND STOCKHOLDER'S EQUITY................. $2,626.9 $2,378.6 ======== ========
The accompanying notes are an integral part of the financial statements. F-2 JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY STATEMENTS OF OPERATIONS AND UNASSIGNED DEFICIT
YEAR ENDED DECEMBER 31 ------------------------- 1994 1993 1992 ------- ------- ------- (IN MILLIONS) INCOME Premiums.......................................... $ 430.5 $ 398.8 $ 416.4 Net investment income--Note 4..................... 57.6 61.3 62.0 Other, net........................................ 95.5 (4.0) (3.9) ------- ------- ------- 583.6 456.1 474.5 BENEFITS AND EXPENSES Payments to policyholders and beneficiaries....... 187.5 190.8 199.0 Additions to reserves to provide for future payments to policyholders and beneficiaries...... 185.3 111.5 120.9 Expenses of providing service to policyholders and obtaining new insurance--Note 6.................. 168.9 144.5 111.4 Cost of restructuring............................. 3.0 0.0 0.0 State and miscellaneous taxes..................... 11.3 9.8 9.5 ------- ------- ------- 556.0 456.6 440.8 ------- ------- ------- GAIN (LOSS) FROM OPERATIONS BEFORE FEDERAL INCOME TAXES AND NET REALIZED CAPITAL LOSSES... 27.6 (0.5) 33.7 Federal income taxes--Note 1........................ 15.0 6.5 20.5 ------- ------- ------- GAIN (LOSS) FROM OPERATIONS BEFORE NET REALIZED CAPITAL GAINS (LOSSES)......................... 12.6 (7.0) 13.2 Net realized capital gains (losses)--Note 5......... 0.4 (2.6) (1.4) ------- ------- ------- NET GAIN (LOSS)................................. 13.0 (9.6) 11.8 Unassigned deficit at beginning of year............. (177.2) (142.3) (157.1) Net unrealized capital losses and other adjustments--Note 5................................ (1.5) (3.2) (2.2) Valuation reserve changes--Note 1................... 2.7 2.3 9.0 Change in separate account surplus.................. 0.0 0.5 0.2 Other reserves and adjustments...................... 0.9 (24.9) (4.0) ------- ------- ------- UNASSIGNED DEFICIT AT END OF YEAR............... $(162.1) $(177.2) $(142.3) ======= ======= =======
The accompanying notes are an integral part of the financial statements. F-3 JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY STATEMENTS OF STOCKHOLDER'S EQUITY
ADDITIONAL COMMON PAID-IN UNASSIGNED STOCK CAPITAL DEFICIT TOTAL ------ ---------- ---------- ------------- (IN MILLIONS) Balance at January 1, 1992.......... $25.0 $356.8 $(157.1) $224.7 1992 Transactions: Net gain (loss)................... 11.8 11.8 Net unrealized capital losses and other adjustments................ (2.2) (2.2) Valuation reserve changes......... 9.0 9.0 Change in separate account sur- plus............................. 0.2 0.2 Other reserves and adjustments.... (4.0) (4.0) ----- ------ ------- ------ Balance at December 31, 1992........ 25.0 356.8 (142.3) 239.5 1993 Transactions: Net gain (loss)................... (9.6) (9.6) Net unrealized capital losses and other adjustments................ (3.2) (3.2) Valuation reserve changes......... 2.3 2.3 Change in separate account sur- plus............................. 0.5 0.5 Other reserves and adjustments.... (1.8) (24.9) (26.7) ----- ------ ------- ------ Balance at December 31, 1993........ 25.0 355.0 (177.2) 202.8 1994 Transactions: Net gain (loss)................... 13.0 13.0 Net unrealized capital losses and other adjustments................ (1.5) (1.5) Valuation reserve changes......... 2.7 2.7 Change in separate account sur- plus............................. 0.0 0.0 Other reserves and adjustments.... 0.9 0.9 ----- ------ ------- ------ Balance at December 31, 1994........ $25.0 $355.0 $(162.1) $217.9 ===== ====== ======= ======
F-4 JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31 ---------------------- 1994 1993 1992 ------ ------ ------ (IN MILLIONS) CASH PROVIDED Insurance premiums......... $517.2 $411.4 $425.4 Net investment income...... 57.9 63.0 62.0 Other, net................. (0.3) (0.6) (2.6) ------ ------ ------ 574.8 473.8 484.8 Benefits to policyholders and beneficiaries......... 175.3 176.6 186.4 Dividends paid to policyholders............. 11.9 14.8 12.2 Insurance expenses and other taxes........... 180.6 148.4 118.9 Net transfers to separate accounts......... 146.6 91.9 65.9 Other, net................. 7.7 22.1 33.1 ------ ------ ------ 522.1 453.8 416.5 ------ ------ ------ NET CASH PROVIDED FROM OPERATIONS............ 52.7 20.0 68.3 Proceeds from the disposition, redemption and prepayment of: Bonds.................... 70.1 103.0 49.1 Stocks................... 1.2 9.4 4.5 Real estate.............. 22.1 3.6 1.7 Other invested assets.... 1.3 0.1 0.0 Mortgage loan repayments... 35.2 80.1 13.9 Other sources.............. 21.8 0.0 0.0 ------ ------ ------ TOTAL CASH PROVIDED.... 204.4 216.2 137.5 CASH APPLIED Purchase of: Bonds.................... 94.1 92.3 132.5 Stocks................... 1.5 59.8 1.4 Real estate.............. 18.4 0.5 0.3 Other invested assets.... 0.9 4.2 0.2 Mortgage loans issued...... 37.9 32.4 16.8 Return of paid-in capital to John Hancock........... 0.0 1.8 0.0 Other applications......... (1.1) 43.8 (0.3) ------ ------ ------ TOTAL CASH APPLIED..... 151.7 234.8 150.9 ------ ------ ------ INCREASE (DECREASE) IN CASH AND TEMPORARY CASH INVESTMENTS...... 52.7 (18.6) (13.4) Cash and temporary cash investments at beginning of year..................... 23.3 41.9 55.3 ------ ------ ------ CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR.................. $ 76.0 $ 23.3 $ 41.9 ====== ====== ======
The accompanying notes are an integral part of the financial statements. F-5 JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS NOTE 1--ACCOUNTING PRACTICES John Hancock Variable Life Insurance Company (the Company) is a wholly-owned subsidiary of John Hancock Mutual Life Insurance Company (John Hancock). The financial statements have been prepared on the basis of accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance and in conformity with the practices of the National Association of Insurance Commissioners which are currently considered generally accepted accounting principles for a stock life insurance company wholly-owned by a mutual life insurance company. Accordingly, the assets in the statements of financial position are "admitted assets" as defined by regulatory authorities. In April 1993, the Financial Accounting Standard Board (FASB) issued Interpretation 40, "Applicability of Generally Accepted Accounting Principles to Mutual Life insurance and Other Enterprises." The Interpretation, as amended in 1994, is effective for 1996 annual financial statements and thereafter, and no longer will allow statutory financial statements to be described as being prepared in conformity with generally accepted accounting principles (GAAP). For GAAP reporting purposes, this requires life insurance companies to adopt all applicable standards promulgated by the FASB in any general purpose financial statements such companies may issue. The Company currently is unable to quantify the effects of the Interpretation on its general purpose financial statements. The significant accounting practices of the Company are as follows: Revenues and Expenses: Premium revenues are recognized over the premium- paying period of the policies whereas expenses, including the acquisition costs of new business, are charged to operations as incurred and policyholder dividends are provided as paid or accrued. Cash and Temporary Cash Investments: Cash includes currency on hand and demand deposits with financial institutions. Temporary cash investments are short-term, highly-liquid investments both readily convertible to known amounts of cash and so near maturity that there is insignificant risk of changes in value because of changes in interest rates. Valuation of Assets: General account investments are carried at amounts determined on the following bases: Bonds and stock values are carried as prescribed by the National Association of Insurance Commissioners (NAIC): bonds generally at amortized amounts or cost, preferred stocks generally at cost and common stocks at market. The discount or premium on bonds is amortized using the interest method. Investments in affiliates are included on the statutory equity method. Goodwill is amortized on a straight line basis over a ten year period. Mortgage loans are carried at outstanding principal balance or amortized cost. Investment real estate is carried at depreciated cost, less encumbrances. Depreciation on investment real estate is recorded on a straight line basis. Real estate acquired in satisfaction of debt and held for sale is carried at the lower of cost or market as of the date of foreclosure. Policy loans are carried at outstanding principal balance, not in excess of policy cash surrender value. F-6 JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS--(CONTINUED) NOTE 1--ACCOUNTING PRACTICES--(CONTINUED) Asset Valuation and Interest Maintenance Reserves: Beginning in 1992, the Company adopted the Asset Valuation Reserve (AVR) prescribed by the NAIC to replace the Mandatory Securities Valuation Reserve (MSVR) previously acquired by the NAIC and the Additional Mortgage and Real Estate Valuation Reserve (MRVR) provided by the Company. AVR is computed in accordance with the prescribed NAIC formula and represents a provision for possible fluctuations in the value of bonds, equity securities, mortgage loans, real estate and other invested assets. Changes to the AVR are charged or credited directly to the unassigned deficit. The Company also records the NAIC prescribed Interest Maintenance Reserve (IMR) that represents the after tax net accumulated unamortized realized capital gains and losses attributable to changes in the general level of interest rates on sales of fixed income securities, principally bonds and mortgage loans. Such gains and losses are deferred and amortized into income over the remaining expected lives of the investments sold. At December 31, 1994, the IMR, net of 1994 amortization of $1.1 million, amounted to $7.1 million, which is included in policy reserves. The corresponding 1993 amounts were $0.5 million and $7.6 million, respectively. The corresponding 1992 amounts were $0.0 million and $0.1 million, respectively. Separate Accounts: Separate account assets (unit investment trusts valued at market) and separate account obligations (principally policyholder account values) are included as separate captions in the statements of financial position. In 1994, the change in separate account surplus is recognized through direct charges or credits to unassigned deficit. In 1993 and 1992, separate account business was combined with the general account under the appropriate captions in the consolidated summary of operations. The 1993 and 1992 presentation was reclassified to permit comparison with the corresponding 1994 amounts. The presentation has no effect on unassigned deficit. Fair Values of Financial Instruments: Statement of Financial Accounting Standards (SFAS) No. 107, "Disclosure about Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments, whether or not recognized in the statement of financial position, for which it is practicable to estimate the value. In situations where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. SFAS No. 107 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Therefore, the aggregate fair value amounts presented do not represent the underlying value of the Company. The methods and assumptions utilized by the Company in estimating its fair value disclosures for financial instruments are as follows: The carrying amounts reported in the statement of financial position for cash and temporary cash investments approximate their fair values. Fair values for public bonds are obtained from an independent pricing service. Fair values for private placement securities and publicly traded bonds not provided by the independent pricing service are estimated by the Company by discounting expected future cash flows using current market rates applicable to the yield, credit quality and maturity of the investments. The fair values for common and preferred stocks, other than its subsidiary investments which are carried equity values are based on quoted market prices. F-7 JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS--(CONTINUED) NOTE 1--ACCOUNTING PRACTICES--(CONTINUED) The fair value for mortgage loans 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. The carrying amount in the statement of financial position for policy loans approximates their fair value. The fair value for outstanding commitments to purchase long-term bonds is estimated using a discounted cash flow method incorporating adjustments for the difference in the level of interest rates between the dates the commitments were made and December 31, 1994. The fair value for commitments to purchase real estate approximates the amount of the initial commitment. Capital Gains and Losses: Realized capital gains and losses, net of taxes and amounts transferred to the IMR, are included in net gain or loss. Unrealized gains and losses, which consist of market value and book value adjustments, are shown as adjustments to the unassigned deficit. Policy Reserves: Reserves for variable life insurance policies are maintained principally on the modified preliminary term method using the 1958 and 1980 Commissioner's Standard Ordinary (CSO) mortality tables, with an assumed interest rate of 4% for policies issued prior to May 1, 1983 and 4 1/2% for policies issued on or thereafter. Reserves for single premium policies are determined by the net single premium method using the 1958 CSO mortality table, with an assumed interest rate of 4%. Reserves for universal life policies issued prior to 1985 are equal to the gross account value which at all times exceeds minimum statutory requirements. Reserves for universal life policies issued from 1985 through 1988 are maintained at the greater of the Commissioner's Reserve Valuation Method (CRVM) using the 1958 CSO mortality table, with 4 1/2% interest or the cash surrender value. Reserves for universal life policies issued after 1988 and for flexible variable policies are maintained using the greater of the CRVM method using the 1980 CSO mortality table, with 5 1/2% interest or the cash surrender value. Federal Income Taxes: Federal income taxes are provided in the financial statements based on amounts determined to be payable as a result of operations within the current accounting period. The operations of the Company are consolidated with John Hancock, its Parent, in filing a consolidated federal income tax return for the affiliated group. The federal income taxes of the Company are allocated on a separate return basis with certain adjustments. The Company received federal tax benefits of $7.0 million in 1994 and made payments of $17.0 million and $24.9 million in 1993 and 1992, respectively. Income before taxes differs from taxable income principally due to tax- exempt investment income, the limitation placed on the tax deductibility of policyholder dividends, accelerated depreciation, differences in policy reserves for tax return and financial statement purposes, capitalization of policy acquisition expenses for tax purposes and other adjustments prescribed by the Internal Revenue Code. No provision is generally recognized for timing differences that may exist between financial reporting and taxable income or loss. F-8 JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS--(CONTINUED) NOTE 1--ACCOUNTING PRACTICES--(CONTINUED) Adjustments to Policy Reserves: From time to time, the Company finds it appropriate to modify certain required policy reserves because of changes in actuarial assumptions or increased benefits. Reserve modifications resulting from such determinations are recorded directly to the unassigned deficit. During 1994, the Company refined certain actuarial assumptions inherent in the calculation of preconversion yearly renewable term and gross premium deficiency reserves, resulting in a $2.7 million decrease in the unassigned deficit at December 31, 1994. Similar refinements to the actuarial assumptions inherent in the calculation of active life waiver of premium disability reserves were made during 1993 and 1992, resulting in a $2.3 million and $9.0 million decrease in the unassigned deficit at December 31, 1993 and December 31, 1992, respectively. Reinsurance: Premiums, commissions, expense reimbursements, benefits and reserves related to reinsured business are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Premiums ceded to other companies have been reported as a reduction of premium income. Amounts applicable to reinsurance ceded for future policy benefits, unearned premium reserves and claim liabilities have been reported as reductions of these items. Reclassifications: Certain 1993 and 1992 amounts have been reclassified to permit comparison with the corresponding 1994 amounts. NOTE 2--CAPITALIZATION In prior years, the Company received capital contributions from John Hancock, with a portion of the contributed capital being credited to common stock, although no additional shares were issued. This practice, which is acceptable to statutory authorities, has the effect of stating the carrying value of issued shares of common stock at amounts other than $50 per share par value with the offset reflected in paid-in capital. During 1993, the Company returned $1.8 million of paid-in capital to John Hancock. NOTE 3--ACQUISITION On June 23, 1993, the Company acquired all of the outstanding shares of stock of Colonial Penn Annuity and Life Insurance Company (CPAL) from Colonial Penn Life Insurance Company, for an aggregate purchase price of approximately $42.5 million. At the date of acquisition, assets of CPAL were approximately $648.5 million, consisting principally of cash and temporary cash investments and liabilities were approximately $635.2 million, consisting principally of reserves related to a block of interest sensitive single-premium whole life insurance business assumed by CPAL from Charter National Life Insurance Company (Charter). The purchase price includes contingent payments of up to approximately $7.3 million payable between 1994 and 1998 based on the actual lapse experience of the business in force on June 23, 1993. The acquisition was accounted for using the purchase method and the unamortized goodwill at December 31, 1994 was $18.9 million. The Company made contingent payments to CPAL of $1.5 million during 1994. On June 24, 1993, the Company contributed $24.6 million in additional capital to CPAL. CPAL was renamed John Hancock Life Insurance Company of America (JHLICOA) on July 7, 1993. JHLICOA manages the business assumed from Charter and does not currently issue new business. F-9 JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS--(CONTINUED) NOTE 4--NET INVESTMENT INCOME Investment income has been reduced by the following amounts:
1994 1993 1992 ----- ----- ----- (IN MILLIONS) Investment expenses................................... $ 3.4 $ 2.9 $ 2.8 Interest expense...................................... 0.2 0.0 0.0 Depreciation expense.................................. 0.6 0.6 0.5 Investment taxes...................................... 0.2 0.3 0.2 ----- ----- ----- $ 4.4 $ 3.8 $ 3.5 ===== ===== ===== NOTE 5--NET CAPITAL GAINS (LOSSES) AND OTHER ADJUSTMENTS Net realized capital gains (losses) consist of the following items: 1994 1993 1992 ----- ----- ----- (IN MILLIONS) Gains (losses) from asset sales....................... $(1.6) $ 9.6 $(2.1) Less capital gains (tax) credit....................... 2.5 (4.2) 0.8 Less net amounts transferred to IMR................... (0.5) (8.0) (0.1) ----- ----- ----- Net Realized Capital Gains (Losses)................. $ 0.4 $(2.6) $(1.4) ===== ===== ===== Net unrealized capital losses and other adjustments consist of the following items: 1994 1993 1992 ----- ----- ----- (IN MILLIONS) Gains (losses) from changes in security values and book value adjustments............................... $ 0.7 $(1.4) $ 1.4 Increase in asset valuation reserve................... (2.2) (1.8) (3.6) ----- ----- ----- Net Unrealized Capital Losses and Other Adjustments........................................ $(1.5) $(3.2) $(2.2) ===== ===== =====
NOTE 6--TRANSACTIONS WITH PARENT The Company's Parent provides the Company with personnel, property and facilities in carrying out certain of its corporate functions. The Parent annually determines a fee for these services and facilities based on a number of criteria which were revised in 1994, 1993 and 1992 to reflect continuing changes in the Company's operations. The amount of the service fee charged to the Company was $117.0 million, $98.2 million and $75.2 million in 1994, 1993 and 1992, respectively, which has been included in insurance and investment expenses. The Parent has guaranteed that, if necessary, it will make additional capital contributions to prevent the Company's stockholder's equity from declining below $1.0 million. In 1992, the National Association of insurance Commissioners issued its accounting policy for "Employers' Accounting for Postretirement Benefits Other Than Pensions." The service fee charged to the Company by the Parent includes $6.0 million and $1.4 million in 1994 and 1993, respectively, representing the portion of the provision for retiree benefit plans determined under the accrual method in accordance with this policy, including a provision for the transition liability which is being amortized over twenty years, that was allocated to the Company. F-10 JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS--(CONTINUED) NOTE 6--TRANSACTIONS WITH PARENT--(CONTINUED) On October 1, 1993, the Company entered into an assumption reinsurance agreement with John Hancock to cede a block of variable life, universal life and flexible variable life insurance policies to John Hancock representing substantially all of such policies written by the Company in the State of New York. In connection with this agreement, general account assets consisting of bonds, mortgage loans, policy loans, cash, investment income due and accrued and deferred and uncollected premiums totalling $72.2 million were transferred by the Company to John Hancock, along with policy reserves, unearned premiums and dividend liabilities totalling $47.7 million and surplus totalling $24.5 million. Separate account assets consisting of common stock and policy loans totalling $200.8 million were transferred to John Hancock's separate accounts along with $200.8 million in separate account policyholder obligations. Effective January 1, 1994, the Company entered into a modified coinsurance agreement with John Hancock to reinsure 50% of 1994 issues of flexible premium variable life insurance and scheduled premium variable life insurance policies. In connection with this agreement, John Hancock transferred $29.5 million of cash for tax, commission, and expense allowances to the Company, which increased the Company's net gain from operations by $26.9 million in 1994. NOTE 7--INVESTMENTS The statement value and fair value of bonds are shown below:
YEAR ENDED DECEMBER 31, 1994 -------------------------------------- GROSS GROSS STATEMENT UNREALIZED UNREALIZED FAIR VALUE GAINS LOSSES VALUE --------- ---------- ---------- ------ (IN MILLIONS) U.S. treasury securities and obligations of U.S. government corporations and agencies........... $ 10.4 $ 0.0 $ 0.5 $ 9.9 Obligations of states and political subdivisions........................ 11.6 0.2 0.1 11.7 Debt securities issued by foreign governments......................... 1.3 0.0 0.0 1.3 Corporate securities................. 431.9 10.5 9.9 432.5 Mortgage-backed securities........... 3.1 0.1 0.1 3.1 ------ ----- ----- ------ Totals............................. $458.3 $10.8 $10.6 $458.5 ====== ===== ===== ====== YEAR ENDED DECEMBER 31, 1993 -------------------------------------- GROSS GROSS STATEMENT UNREALIZED UNREALIZED FAIR VALUE GAINS LOSSES VALUE --------- ---------- ---------- ------ (IN MILLIONS) U.S. treasury securities and obligations of U.S. government corporations and agencies........... $ 3.5 $ 0.2 $ 0.0 $ 3.7 Obligations of states and political subdivisions........................ 10.6 1.3 0.0 11.9 Debt securities issued by foreign governments......................... 0.4 0.0 0.0 0.4 Corporate securities................. 413.5 47.3 0.8 460.0 Mortgage-backed securities........... 5.0 0.2 0.0 5.2 ------ ----- ----- ------ Totals............................. $433.0 $49.0 $ 0.8 $481.2 ====== ===== ===== ======
F-11 JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS--(CONTINUED) NOTE 7--INVESTMENTS--(CONTINUED) The statement value and fair value of bonds at December 31, 1994, by contractual maturity, are shown below. Maturities will differ from contractual maturities because eligible borrowers may exercise their right to call or prepay obligations with or without call or prepayment penalties.
STATEMENT FAIR VALUE VALUE --------- ------ (IN MILLIONS) Due in one year or less.................................... $ 28.5 $ 28.6 Due after one year through five years...................... 163.1 165.7 Due after five years through ten years..................... 167.7 162.5 Due after ten years........................................ 95.9 98.6 ------ ------ 455.2 455.4 Mortgage-backed securities................................. 3.1 3.1 ------ ------ $458.3 $458.5 ====== ======
Proceeds from sales, maturities, and prepayments of bonds during 1994, 1993 and 1992 were $70.1 million, $103.0 million and $49.1 million, respectively. Gross gains of $1.1 million in 1994, $10.1 million in 1993 and $0.9 million in 1992 and gross losses of $0.2 million in 1994, $0.0 million in 1993 and $1.0 million in 1992 were realized on these transactions. The cost of common stocks was $1.4 million at December 31, 1994, 1993 and 1992. Gross unrealized appreciation on common stocks totaled $1.6 million, and gross unrealized depreciation totaled $1.2 million at December 31, 1994. The fair value of preferred stock totaled $5.0 million at December 31, 1994, $6.7 million at December 31, 1993 and $16.2 million at December 31, 1992. Mortgage loans with outstanding principal balances of $3.4 million and bonds with amortized cost of $0.2 million were nonincome producing for the twelve months ended December 31, 1994. At December 31, 1994, the mortgage loan portfolio was diversified by geographic region and specific collateral property type as displayed below. The Company controls credit risk through credit approvals, limits and monitoring procedures.
STATEMENT GEOGRAPHIC STATEMENT PROPERTY TYPE VALUE CONCENTRATION VALUE ------------- ------------- ------------------ ------------- (IN MILLIONS) (IN MILLIONS) Apartments.................... $ 53.7 East North Central $ 25.3 Hotels........................ 4.6 East South Central 5.5 Industrial.................... 20.9 Middle Atlantic 16.1 Office buildings.............. 19.0 Mountain 14.4 Retail........................ 17.1 New England 24.2 Agricultural.................. 26.3 Pacific 38.2 Other......................... 6.9 South Atlantic 24.8 ------ ------ $148.5 $148.5 ====== ======
At December 31, 1994, the fair values of the commercial and agricultural mortgage loans portfolios were $118.8 million and $27.3 million, respectively. The corresponding amounts as of December 31, 1993 were approximately $141.4 million and $31.4 million, respectively. The corresponding amounts as of December 31, 1992 were approximately $200.2 million and $41.1 million, respectively. F-12 JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS--(CONCLUDED) NOTE 8--REINSURANCE The Company cedes business to reinsurers to share risks under variable life, universal life and flexible variable life insurance policies for the purpose of reducing exposure to large losses. Premiums, benefits and reserves ceded to reinsurers in 1994 were $67.5 million, $12.3 million, and $16.3 million, respectively. The corresponding amounts in 1993 were $74.9 million, $9.8 million, and $14.4 million, respectively. The corresponding amounts in 1992 were $15.5 million, $5.8 million, and $18.4 million, respectively To the extent that an assuming reinsurance company is unable to meet its obligations under a reinsurance agreement, the Company remains liable as the direct insurer on all risks reinsured. NOTE 9--COMMITMENTS AND CONTINGENCIES The Company has extended commitments to purchase long-term bonds and issue real estate mortgages totalling $6.7 million and $5.0 million, respectively, at December 31, 1994. The Company monitors the creditworthiness of borrowers under long-term bond commitments and requires collateral as deemed necessary. If funded, loans related to real estate mortgages would be fully collateralized by the related properties. The fair value of the commitments described above is $11.7 million at December 31, 1994. The majority of these commitments expire in 1995. The Massachusetts Division of Insurance is in the process of conducting a routine regulatory examination of the Company's financial statements for the years 1989 through 1992. The Company does not believe that potential findings resulting from issues raised by the regulators will have a material impact on the Company's Stockholder's Equity. In the normal course of its business operations, the Company is involved in litigation from time to time with claimants, beneficiaries and others, and a number of litigation matters were pending as of December 31, 1994. 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 of the Company. F-13 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The estimated expenses of issuance and distribution of the Contracts are as follows:
AMOUNT* ------- Securities and Exchange Commission Registration Fee.................. $ Printing Expenses.................................................... $ Accounting Fees...................................................... $ Legal Fees and Miscellaneous Expenses................................ $ --- Total expenses..................................................... $ ===
- -------- * To be filed by amendment. ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS Pursuant to Section X of JHVLICO's By-Laws and Section 67 of the Massachusetts Business Corporation Law, JHVLICO indemnifies each director, former director, officer, and former officer, and his or her heirs and legal representatives from liability incurred or imposed in connection with any legal action in which he or she may be involved by reason of any alleged act or omission as an officer or a director of JHVLICO. No indemnification shall be paid if a director or officer is finally adjudicated not to have acted in good faith in the reasonable belief that his or her action was in the best interest of JHVLICO. JHVLICO may pay expenses incurred in defending an action or claim in advance of its final disposition, but only upon receipt of an undertaking by the person indemnified to repay such amounts if he or she should be determined not to be entitled to indemnification. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES Not Applicable ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 1(a). Form of Annuity Marketing and Distribution Agreement Among John Hancock Mutual Life Insurance Company, John Hancock Variable Life Insurance Company, and Essex Corporation. (To be filed by amendment.) 1(b). Distribution Agreement by and between John Hancock Mutual Life Insurance Company and John Hancock Variable Life Insurance Company, dated August 26, 1993, incorporated by reference from Pre-Effective Amendment No. 1 to initial Form S-6 Registration statement for John Hancock Variable Life Account S (File No. 33-64366) filed October 29, 1993. 1(c). Amendment dated August 1, 1994, to Distribution Agreement by and between John Hancock Mutual Life Insurance Company and John Hancock Variable Life Insurance Company, dated August 26, 1993, incorporated by reference from Form N-4 Registration Statement for John Hancock Variable Annuity Account I (File No. 33-82648), filed August 10, 1994. 1(d). Second Amendment dated September ,1995, to Distribution Agreement by and between John Hancock Mutual Life Insurance Company and John Hancock Variable Life Insurance Company, dated August 26, 1993. (To be filed by amendment.) 3(a). Articles of Incorporation for John Hancock Variable Life Insurance Company. 3(b). By-Laws of John Hancock Variable Life Insurance Company.
II-1 4(a). Form of Group Annuity Contract. 4(b). Form of Group Annuity Contract Certificate. 4(c). Form of Group Annuity Contract Application. (To be filed by amendment.) 5. Opinion re: legality. 23(a). Consent of independent auditors. (To be filed by amendment.) 23(b). Consent of counsel. (Included as part of Exhibit 5.) 24. Powers of Attorney. 27. Financial Data Schedule. (To be filed by amendment.)
ITEM 17. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: i. To include any Prospectus required by Section 10(a)(3) of the Securities Act of 1933; ii. To reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement, including (but not limited to) any addition or deletion of a managing underwriter; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion or its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on this 14th day of September, 1995. John Hancock Variable Life Insurance Company /s/ Henry D. Shaw By __________________________________ HENRY D. SHAW VICE CHAIRMAN & PRESIDENT Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE DATE /s/ Patrick F. Smith Controller 9-18-95 By __________________________________ (Principal PATRICK F. SMITH Financial Officer and Principal Accounting Officer) /s/ Henry D. Shaw Vice Chairman & 9-14-95 By __________________________________ President (Acting HENRY D. SHAW Principal Executive Officer) For himself and as Attorney in Fact for: David F. D'Alessandro Chairman Robert S. Paster Director & Actuary Michele G. Van Leer Director Joseph A. Tomlinson Director Robert R. Reitano Director Barbara L. Luddy Director Francis C. Cleary, Jr. Director II-3 LIST OF EXHIBITS 3(a). Articles of Incorporation for John Hancock Variable Life Insurance Company 3(b). By-Laws of John Hancock Variable Life Insurance Company 4(a). Form of Group Annuity Contract 4(b). Form of Group Annuity Contract Certificate 5. Opinion re: legality 24. Powers of Attorney EX-3.A 2 ARTICLES OF INCORPORATION EXHIBIT 3 (a) NO. D-30612 THE COMMONWEALTH OF MASSACHUSETTS DEPARTMENT OF BANKING AND INSURANCE Division of Insurance CERTIFICATE OF AUTHORITY DATE: March 5, 1979 - ------------------------ THIS IS TO CERTIFY THAT THE JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY BOSTON MASSACHUSETTS is duly organized under the laws of this Commonwealth, has fully complied with the requirements of said laws applicable to it and that it is authorized to issue policies and transact the kinds of business authorized under the Sections of Chapter 175 of the General Laws of Massachusetts and amendments thereto described by the following designations: (See Reverse Side for Legend) 6B 16A This Certificate shall remain in effect for an indefinite term unless said authority is amended or revoked in accordance with Law. SEAL IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of this Division, at the City of Boston, the date appearing above. MICHAEL J. SABBAGH ------------------ Michael J. Sabbagh Commissioner of Insurance THE COMMONWEALTH OF MASSACHUSETTS DIVISION OF INSURANCE 100 Cambridge Street, Boston 02202 MICHAEL J. SABBAGH COMMISSIONER OF INSURANCE F 2975 TO WHOM IT MAY CONCERN: I, Michael J. Sabbagh, Commissioner of Insurance for the Commonwealth of Massachusetts, hereby certify that the JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY of Boston, in the Commonwealth of Massachusetts, having no liabilities, except reasonable organization expenses and having complied with the requirements of the Laws of this Commonwealth relating to insurance companies, adopted a proper system of accounting, employed a competent accountant, a competent claim manager, a competent and experienced underwriter, and a competent and experienced actuary, and that its officers and directors are of good repute and competent to manage said company, is fully authorized to insure upon the stock plan the business of health and life insurance now or hereafter described or permitted by Clauses Sixth and Sixteenth of Section Forty-Seven, Chapter One Hundred and Seventy-Five of the General Laws of the Commonwealth of Massachusetts and the acts in amendment thereof and in addition thereto. IN WITNESS WHEREOF, I have here-unto set my hand and affixed the official seal of this Division at the City of Boston, this Fifth Day of March, A.D. 1979. MICHAEL J. SABBAGH ------------------ Michael J. Sabbagh Commissioner of Insurance SEAL EX-3.B 3 BY LAWS OF JHVL EXHIBIT 3 (b) BY-LAWS OF JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY ARTICLE I OFFICES The principal office and principal place of business of the Company in the Commonwealth of Massachusetts shall be located in the City of Boston, Suffolk County. ARTICLE II SHAREHOLDERS SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be held on the 2nd Wednesday following the 2nd Monday in April in each year at the hour of 2:00 P.M., for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as conveniently may be. SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the chairman of the board, the vice chairman of the board, the president, a majority of the board of directors or by the holders of not less than one-fifth of all the outstanding shares of the corporation. SECTION 3. PLACE OF MEETING. The board of directors may designate any place, either within or without the Commonwealth of Massachusetts as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all shareholders may designate any place, either within or without the Commonwealth of Massachusetts, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the Commonwealth of Massachusetts. SECTION 4. NOTICE OF MEETINGS. Written or printed notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than forty days before the date of the meeting, or in the case of a merger or consolidation not less than twenty nor more than forty days before the meeting, either personally or by mail, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid. SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make determination of shareholders for any other proper purpose, the board of directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, forty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days, or in the case of a merger or consolidation, at least twenty days, immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than forty days and, for a meeting of shareholders, not less than ten days, or in the case of a merger or consolidation, not less than twenty days, immediately preceding such meeting. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. SECTION 6. VOTING LISTS. The agent having charge of the transfer books for shares of the corporation shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this Commonwealth, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders. SECTION 7. QUORUM. A majority of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders; provided, that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting shall be the act of the shareholders. SECTION 8. PROXIES. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. SECTION 9. VOTING OF SHARES. Each outstanding share shall be entitled to one vote upon each matter submitted to vote at a meeting of shareholders. SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares standing in the name of a deceased person, a minor ward or an incompetent person, may be voted by his administrator, executor, court appointed guardian or conservator, either in person or by proxy without a transfer of such shares into the name of such administrator, executor, court appointed guardian or conservator. Shares standing in the name of a trustee may be voted by him, either in person or by proxy. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Shares of its own stock belonging to this corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time. SECTION 11. INSPECTORS. At any meeting of shareholders, the chairman of the meeting may, or upon the request of any shareholder shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders. Each report of an inspector shall be in writing and signed by him or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof. SECTION 12. VOTING BY BALLOT. Voting on any question or in any election may be viva voce unless the presiding officer shall order or any shareholder shall demand that voting be by ballot. ARTICLE III DIRECTORS SECTION 1. GENERAL POWERS. The business and affairs of the corporation shall be managed by its board of directors. The board of directors shall annually elect a chairman of the board, a vice chairman of the board, a president, a secretary, a treasurer and such other officers as these by-laws may provide. The board of directors shall at each annual meeting of the corporation submit a full statement of the transactions of the corporation during the previous year and of its financial condition. SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation shall be not less than five nor more than nine. Each director shall hold office until the next annual meeting of shareholders or until his successor shall have been elected and qualified. SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, either within or without the Commonwealth of Massachusetts, for the holding of additional regular meetings without other notice than such resolution. SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the chairman of the board, the vice chairman of the board, the president or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the Commonwealth of Massachusetts, as the place for holding any special meeting of the board of directors called by them. SECTION 5. NOTICE. Notice of any special meeting shall be given at least five days previous thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting. SECTION 6. QUORUM. A majority of the number of directors then in office, but no less than four in number, shall constitute a quorum for transaction of business at any meeting of the board of directors, provided, that if less than majority of such number of directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. SECTION 7. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. SECTION 8. ACTION WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting if written consents thereto are signed by all members of the board of directors and such written consents are filed with the minutes of proceedings of the board. SECTION 9 VACANCIES. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors, may be filled by the directors or by the shareholders at an annual meeting or at a special meeting of shareholders called for that purpose. SECTION 10. COMPENSATION. The board of directors, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for service to the corporation as directors, officers or otherwise. By resolution of the board of directors the directors may be paid their expenses, if any, of attendance at each meeting of the board. ARTICLE IV EXECUTIVE COMMITTEE AND OTHER COMMITTEES SECTION 1. HOW CONSTITUTED. By resolution adopted by the board of directors, the board may designate one or more committees, including an executive committee, each consisting of at least three directors. Each member of a committee shall be a director and shall hold office during the pleasure of the board. The chairman of the board, the vice chairman of the board and the president shall be members of the executive committee. SECTION 2. POWERS OF THE EXECUTIVE COMMITTEE. Unless otherwise provided by resolution of the board of directors, the executive committee shall, during the intervals between meetings of the board of directors, have and may exercise all of the powers of the board of directors in the management of the business and affairs of the corporation except the power to declare a dividend, to authorize the issuance of stock, or to recommend to shareholders any action requiring shareholders' approval. SECTION 3. OTHER COMMITTEES OF THE BOARD OF DIRECTORS. To the extent provided by resolution of the board, other committees shall have and may exercise any of the powers that may lawfully be granted to the executive committee. SECTION 4. PROCEEDINGS, QUORUM AND MANNER OF ACTING. In the absence of appropriate resolution of the board of directors, each committee may adopt such rules and regulations governing its proceedings, quorum and manner of acting as it shall deem proper and desirable, provided that the quorum shall not be less than two directors. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the board of directors to act in the place of such absent member. SECTION 5. OTHER COMMITTEES. The board of directors may appoint other committees, each consisting of one or more persons, who need not be directors. Each such committee shall have such powers and perform such duties as may be assigned to it from time to time by the board of directors, but shall not exercise any power which may lawfully be exercised only by the board of directors or a committee thereof. ARTICLE V OFFICERS SECTION 1. NUMBER. The officers of the corporation shall be a chairman of the board, a vice chairman of the board, a president, one or more vice presidents (the number thereof to be determined by the board of directors), a controller, a treasurer, and a secretary, and such assistant controllers, treasurers, secretaries or other officers as may be elected or appointed by the board of directors. Any two or more offices may be held by the same person except that the chairman, vice chairman and president cannot also serve simultaneously as secretary of the corporation, but no person shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Articles of Organization or these by-laws to be executed, acknowledged or verified by two or more officers. The chairman of the board, vice chairman and the president shall be selected from among the directors and may hold such offices only so long as they continue to be directors. No other officer need be a director. SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices filled at any meeting of the board of directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer or agent shall not of itself create contract rights. SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, or the person so removed. SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term. SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board shall be the chief executive officer of the corporation, shall preside at all shareholders' meetings and at all meetings of the board of directors and shall be ex officio a -- ------- member of all committees of the board of directors, except the audit committee, if any. Subject to the supervision of the board of directors, he shall have general charge of the business, affairs and property of the corporation and its officers, employees and agents. He shall sign (unless the vice chairman of the board, the president or a vice president shall have signed) certificates representing the stock of the corporation authorized for issuance by the board of directors and shall have such other powers and perform such other duties as may be assigned to him from time to time by the board of directors. SECTION 6. VICE CHAIRMAN OF THE BOARD. The vice chairman of the board shall assist the chief executive officer of the corporation in his duties and, at the request of or in the absence or disability of the chairman of the board, he shall preside at all shareholders' meetings and at all meetings of the board of directors and shall in general exercise the powers and perform the duties of the chairman of the board. He shall sign (unless the chairman of the board, the president or a vice president shall have signed) certificates representing the stock of the corporation authorized for issuance by the board of directors and shall have such other powers and perform such other duties as may be assigned to him from time to time by the chairman of the board or the board of directors. SECTION 7. PRESIDENT. The president shall be the chief operating officer of the corporation. In the event of the absence or disability of both the chairman of the board and the vice chairman of the board, he shall preside at all shareholders' meetings and at all meetings of the board of directors and shall in general exercise the powers and perform the duties of both. Subject to the supervision of the board of directors and such direction and control as the chairman of the board and the vice chairman of the board may exercise, he shall have general charge of the operations of the corporation and its officers, employees and agents. He shall sign (unless the chairman or the vice chairman of the board or a vice president shall have signed) certificates representing the stock of the corporation authorized the board of directors may for issuance by the board of directors. Except as otherwise order, he may sign in the name and on behalf of the corporation all deeds, mortgages, bonds, contracts, instruments or agreements. He shall exercise such other powers and perform such other duties as from time to time may be assigned to him by the board of directors. SECTION 8. VICE PRESIDENT. The board of directors shall, from time to time, designate and elect one or more vice presidents who shall have such powers and perform such duties as from time to time may be assigned to them by the board of directors or the president. At the request or in the absence or disability of the president, the vice president (or, if there are two or more vice presidents, then the senior of the vice presidents present and able to act) may perform all the duties of the president and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice president may sign (unless the president or another vice president shall have signed) certificates representing stock of the corporation authorized for issuance by the board of directors. SECTION 9. CONTROLLER AND ASSISTANT CONTROLLERS. The controller shall be the principal accounting officer of the corporation and shall have general charge of the books of account of the corporation. He shall cause to be prepared annually a full and correct statement of the affairs of the corporation, including a balance sheet and a financial statement of operations for the preceding fiscal year. He shall perform all the duties incident to the office of controller and such other duties as from time to time may be assigned to him by the chairman or by the board of directors. Any assistant controller may perform such duties of the controller as the controller or the board of directors may assign and, in the absence of the controller, he may perform all of the duties of the controller. SECTION 10. TREASURER AND ASSISTANT TREASURER. The treasurer shall be the principal financial officer of the corporation and shall have general charge of the finances of the corporation. Except as otherwise provided by the board of directors, he shall have general supervision of the funds and property of the corporation. He shall sign (unless an assistant treasurer or secretary or assistant secretary shall have signed) all certificates of stock of the corporation authorized for issuance by the board of directors. He shall render to the board of directors, whenever directed by the board, a report relating to his custody of the funds and property of the corporation and of all his transactions as treasurer; and as soon as possible after the close of each fiscal year he shall make and submit to the board of directors a like report for such fiscal year. He shall perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the chairman or the board of directors. Any assistant treasurer may perform such duties of the treasurer as the treasurer or the board of directors may assign, and, in the absence of the treasurer, he may perform all the duties of the treasurer. SECTION 11. SECRETARY AND ASSISTANT SECRETARY. The secretary shall (a) keep the minutes of the shareholders' and of the board of directors' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws;(d) keep a register of the post-office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the chairman, vice chairman, president, or a vice president, certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; (g) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the chairman or by the board of directors. Any assistant secretary may perform such duties of the secretary as the secretary or the board of directors may assign, and, in the absence of the secretary, he may perform all the duties of the secretary. SECTION 12. SUBORDINATE OFFICERS. The board of directors from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the board of directors may determine. The board of directors from time to time may delegate to one or more officers or agents the power to appoint any such subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. SECTION 13. REMUNERATION. The salaries or other compensation of the officers of the corporation shall be fixed from time to time by resolution of the board of directors, except that the board of directors may by resolution delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of Section 12 hereof. No officer shall be prevented from receiving a salary by reason of the fact that he is also a director of the corporation. SECTION 14. The board of directors may require any officer or agent of the corporation to execute a bond to the corporation in such sum and with such surety or sureties as the board of directors may determine, conditioned upon the faithful performance of his duties to the corporation, Any secretary, treasurer, assistant secretary and assistant treasurer of the corporation shall, in accordance with the applicable provisions of the Massachusetts General Laws, give a bond, with surety, payable to the corporation conditioned upon the faithful performance of his or her duties and that such bond be executed by such officer before performing any duties of his or her office. SECTION 15. COMMISSIONS. No person shall be eligible as an elective or appointed officer who has any interest in commissions or other compensation based on premiums or considerations paid to the corporation on any policy or contract, or on any extension of conversion thereof, unless such policy, contract, extension or conversion was written and effective prior to his election or appointment. ARTICLE VI CONTRACTS, LOANS, CHECKS AND DEPOSITS SECTION 1. CONTRACTS. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver and instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances. SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select. ARTICLE VII CERTIFICATES FOR SHARES AND THEIR TRANSFER SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the corporation shall be in such form as may be determined by the board of directors. Such certificates shall be signed by the chairman of the board, the vice chairman of the board, the president or a vice president and by the secretary or an assistant secretary and shall be sealed with the seal of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the board of directors may prescribe. SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the corporation shall be made only on the books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation. ARTICLE VIII FISCAL YEAR The fiscal year of the corporation shall begin on the first day of January in each year and end on the last day of December in each year. ARTICLE IX WAIVER OF NOTICE Whenever any notice whatever is required to be given under the provisions of these by-laws or under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE X INDEMNIFICATION The corporation shall, except as hereinafter provided and subject to limitations of law, indemnify each director, former director, officer and former officer, and his heirs and legal representatives, for and against all loss, liability and expense, whether heretofore or hereafter imposed upon or incurred by him in connection with any pending or future action, suit, proceeding or claim in which he may be involved, or with which he may be threatened, by reason of any alleged act or omission as a director or officer of the corporation. Such loss, liability and expense shall include, but not be limited to, judgments, fines, court costs, reasonable attorneys' fees and the cost of reasonable settlements. Such indemnification shall not cover (a) loss, liability or expense imposed or incurred in connection with any item or matter as to which such director or officer shall be finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation or (h) loss, liability or expense imposed or incurred in connection with any item or matter which shall be settled without final adjudication unless such settlement shall have been approved as in the best interests of the corporation by vote of the board of directors at a meeting in which no director participates against whom any suit, proceeding or claim on the same or similar grounds is then pending or threatened, or in the event no such vote can be taken, unless, in the opinion of independent counsel selected by or in a manner determined by the board of directors, there is no reasonable ground not to approve such settlement as being in the best interests of the corporation. As part of such indemnification, the corporation may pay expenses incurred in defending any such action, suit, proceeding or claim in advance of the final disposition thereof upon receipt of an undertaking by the person indemnified to repay such payment if he should be determined not to be entitled to indemnification hereunder. The foregoing rights of indemnification shall be in addition to any rights to which any director, former director, officer, or former officer, heirs or legal representatives may otherwise be lawfully entitled. ARTICLE XI AMENDMENTS These by-laws may not be altered, amended or repealed prior to the issuance of a certificate of authority to the company, except by written consent of subscribers representing at least two-thirds of the shares subscribed, and the approval of the Commissioner of Insurance of Massachusetts. After a certificate of authority is issued, the power to make, amend or repeal these by-laws shall be vested in the board of directors Adopted this 25th day of February, 1979. Certified to be a true copy of the By-Laws of John Hancock Variable Life Insurance Company as adopted at the Initial Meeting of Incorporators and as amended from time to time, up to and including the date set forth below. EX-4.A 4 GROUP ANNUITY CONTRACT EXHIBIT 4(a) JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY (the "Company") John Hancock Place PO Box 717 Boston, Massachusetts 02117 CONTRACT HOLDER: Group Annuities Insurance Trust, Boatmen's National Bank of Belleville, Illinois as Trustee ANNUITY CONTRACT NUMBER: xxxxx SINGLE PREMIUM MODIFIED GUARANTEE GROUP ANNUITY xxxxx John Hancock Variable Life Insurance Company ("the Company") will provide the benefits stated in this contract. This contract is issued in consideration of the master application for this contract and payment of the premium. A certificate evidencing participation under this contract will be issued to each member of the eligible group from whom we receive a fully completed enrollment application and the required premium contribution. If a certificate is in force under this contract on such certificate's Date of Maturity, we will begin to pay an annuity to the Annuitant under such certificate unless otherwise directed by the Participant. Each annuity payment will be determined in accordance with the provisions of Section 14. Unless another option offered in Section 15 is elected, annuity payments will be payable for a guaranteed period of 10 years as long thereafter as the Annuitant lives. A Death Benefit, as stated in Section 13, will be payable if the Annuitant's death occurs before the Date of Maturity and before the Surrender Date. The Date of Issue of this group annuity contract is xxxxxxxxx. Signed for the Company at Boston, Massachusetts. President Secretary Single Premium Modified Guarantee Annuity - Annuity payable to the Annuitant beginning on the Date of Maturity for a guaranteed period of 10 years and as long thereafter as the Annuitant lives. Nonparticipating - not eligible for dividends Form xxxxx Contract Provisions Alphabetical Guide ------------------- ------------------ Section Section 1. Definitions 7. Annual Option to Change Guarantee Period 2. Interpretation of Contract 15. Annuity Payments Provisions 3. The Participant and The 20. Assignment Beneficiary 4. The Contract 19. Claims of Creditors 5. Interest on Premium 8. Continuation of Contract 6. Premium Taxes 14. Converting the Accumulated Value to Annuity Payments 7. Annual Option to Change 13. Death Benefit Guarantee Period 8. Continuation of Contract 1. Definitions 9. Withdrawals 10. Early Withdrawal Charge 10. Early Withdrawal Charge 5. Interest on Premium 11. Market Value Adjustment 2. Interpretation of Contract Provisions 12. Request and Payment of 11. Market Value Adjustment Surrender Value 13. Death Benefit 18. Minimum Monthly Annuity Payment Rates 14. Converting the Accumulated 21. Miscellaneous Value to Annuity Payments 15. Annuity Payments 17. Misstatement of Age or Sex 16. Proof of Age 6. Premium Taxes 17. Misstatement of Age or Sex 16. Proof of Age 18. Minimum Monthly Annuity 12. Request and Payment of Surrender Value Payment Rates 19. Claims of Creditors 4. The Contract 20. Assignment 3. The Participant and The Beneficiary 21. Miscellaneous 9. Withdrawals 2 - -------------------------------------------------------------------------------- 1. DEFINITIONS - -------------------------------------------------------------------------------- The following terms are commonly used throughout this group annuity contract and the annuity certificates issued thereunder. The term "Accumulated Value" during the Initial Guarantee Period means the premium plus earned interest, less any withdrawals and applicable deduction for contract fees and any applicable deduction for premium taxes or similar taxes. The term "Accumulated Value" during any Subsequent Guarantee Period is equal to the Accumulated Value as of the end of the preceding Guarantee Period, including any Market Value Adjustments made, in accordance with section 11, plus earned interest, less any withdrawals and applicable deduction for contract fees and any applicable deduction for premium or similar taxes during such Guarantee Period. The term "Annuitant" means, for any given annuity certificate, the individual designated as such in the application for the certificate. The term "Beneficiary" is defined in Section 3. The term "Certificate Year" means, for any given certificate, the 12 month period following the Date of Issue and each 12 month period thereafter. The term "Date of Issue" means, the date shown in Section 1 of the certificate. The term "Date of Maturity" is the date annuity payments under the certificate begin, in accordance with Section 14. The term "Free Withdrawal Value" means, for any Certificate Year, an amount totaling 10% of the Accumulated Value calculated as of the first day of the Certificate Year, reduced by any prior withdrawals made during the Certificate Year. The term "In Force" means that the Annuitant is living and the Surrender Value of the certificate has not become payable. The term "Initial Guarantee Period" means the period of time beginning on the Date of Issue. It continues for the period as elected in the application, unless a new Guarantee Period has been elected in accordance with Section 7. The term "Guarantee Period" refers to either the Initial Guarantee Period or any Subsequent Guarantee Period. The term "Last Valuation Date" means the earliest of the Date of Maturity, the Surrender Date, and the date of the Annuitant's death. The term "Market Value Adjustment" is defined in Section 11. The term "Market Value Adjustment Factor" is defined in Section 11. The term "Measuring Person" means the person on whose life annuity payments will be based. The term "Participant" is defined in Section 3. The term "Subsequent Guarantee Period" shall mean the period of time beginning on the first day following the expiry of the immediately preceding Guarantee Period. A Subsequent Guarantee Period shall continue for the same duration as the prior Guarantee Period, unless we are otherwise notified by the Participant in accordance with Sections 7 and 8. The term "Surrender Date" means the date we receive written notice from the Participant requesting payment of the Surrender Value. 3 The term "Surrender Value" means the Accumulated Value of the Participant's certificate, less, if applicable, any certificate fees, any income taxes withheld, any deduction for premium taxes or similar taxes, any early withdrawal charge, and adjusted by any Market Value Adjustment. The term "we", "us", and "our" refer to the Company. The term "withdrawal" means, unless otherwise specified, the amount withdrawn prior to any deductions or adjustments. The term "written notice" means, unless otherwise stated, a notice in writing satisfactory to us which is received at our Home Office in Boston, Massachusetts. 4 - -------------------------------------------------------------------------------- 2. INTERPRETATION OF CONTRACT PROVISIONS - -------------------------------------------------------------------------------- All section references appearing in this contract refer to sections of this group annuity contract only. Each of the provisions shall apply to each certificate issued by us under this group annuity contract as if it were the only certificate issued. - -------------------------------------------------------------------------------- 3. THE PARTICIPANT AND THE BENEFICIARY - -------------------------------------------------------------------------------- The participant and the beneficiary will be as shown in the application unless the Participant changes them or they are changed by the terms of this provision. With regard to joint Participants, at the first death of a joint Participant prior to the Date of Maturity and prior to the Surrender Date, the Beneficiary will be the surviving Participant notwithstanding that the designated Beneficiary may be different. If the Annuitant dies and there is no surviving Beneficiary, the Participant will be the Beneficiary, but if the Participant was the Annuitant, then the Participant's estate will be the Beneficiary. The Participant has the sole and absolute power to exercise all rights and privileges without the consent of any other person except as provided by this group annuity contract or the certificate unless the Participant provides otherwise by written notice. While the Annuitant is alive, the Participant may change the Participant by written notice. The Participant may change the Beneficiary by written notice no later than our receipt of the required proof of the Annuitant's death. A change will take effect when the notice is signed if we acknowledge receipt of the notice at our Home Office. The change will take effect whether or not the Participant or the Annuitant is then alive. A change shall be subject to the rights of any assignee of record with us and subject to any payment made or other action taken by us before we acknowledge receipt. Regarding joint Participants, signatures of both joint Participants is required for any transactions requiring written notification from a Participant. - -------------------------------------------------------------------------------- 4. THE CONTRACT - -------------------------------------------------------------------------------- The entire contract between the contract holder and us consists of this group annuity contract, the master application, the certificates issued under it and all of the enrollment applications for such certificates. Either party, the contract holder or us, may terminate the contract at any time without cause upon 30 days prior written notice. Certificate years, certificate months, and certificate anniversaries are measured from the Date of Issue. Only the President, Vice President, the Secretary, or an Assistant Secretary of the Company has authority to waive or modify any of the conditions or provisions of this group annuity contract or certificates issued under it. - -------------------------------------------------------------------------------- 5. INTEREST ON PREMIUM - -------------------------------------------------------------------------------- Premium must be at least $5,000. Premium earns interest for as long as it remains in the certificate beginning on the date it is credited. Interest will be credited daily and will then earn interest from such date. During the Initial Guarantee Period, the interest rate credited will be based upon our declared initial interest rate then in effect and will apply throughout the Initial Guarantee Period. During any Subsequent Guarantee Period, the interest rate credited on any given day will be at least equal to our declared interest rate then in effect for new certificates commencing at the expiry of the immediately preceding Guarantee Period. All such declared interest rates will be expressed on an annual effective basis. The interest credited on any given day will be at a rate which, if compounded daily for one year, would equal the applicable declared interest rate. 5 - -------------------------------------------------------------------------------- 6. PREMIUM TAXES - -------------------------------------------------------------------------------- A deduction for a premium tax or a similar tax will be made from the Accumulated Value at the time of annuitization. If we pay a tax on the premium at the time such premium is paid, then we will deduct a charge for these taxes from the Accumulated Value for the amount withdrawn or surrendered, at the time of annuitization, death, surrender, or withdrawal. - -------------------------------------------------------------------------------- 7. ANNUAL OPTION TO CHANGE GUARANTEE PERIOD - -------------------------------------------------------------------------------- Once each Certificate Year, the Participant may elect, by written notice, from among those Guarantee Periods currently offered, a new Guarantee Period of a different duration, provided that the Accumulated Value after such election is at least $4,000. The Accumulated Value at the beginning of the new Guarantee Period will be equal to (a) multiplied by (b), where: (a) is equal to the Accumulated Value at the time of transfer; and (b) is equal to the Market Value Adjustment Factor (as determined in accordance with section 11), applicable at the time of transfer. We reserve the right to charge a contract fee for any such change of Guarantee Period by reducing the Accumulated Value at the beginning of the new Guarantee Period by an amount not to exceed $50. Early withdrawal charges, if any, (as determined in accordance with section 10) under the new Guarantee Period, will continue to be measured from the Date of Issue of the certificate. - -------------------------------------------------------------------------------- 8. CONTINUATION OF CONTRACT - -------------------------------------------------------------------------------- Within 30 days prior to the end of any Guarantee Period, we will provide the Participant with written notice of the expiry of any such Guarantee Period. At the end of any Guarantee Period, a Subsequent Guarantee Period of the same duration as the immediately preceding Guarantee Period, if available, will commence. We reserve the right to change the duration of guarantee periods offered. The effective date of the Subsequent Guarantee Period will be the first day following the expiry of the immediately preceding Guarantee Period. If the duration of the immediately preceding Guarantee Period is no longer available, then the next closest Guarantee Period of greater duration will become effective. The Participant may also elect, by written notice within 30 days prior to the expiry of such Guarantee Period, a Subsequent Guarantee Period of a different duration from among those that are then available. Except as otherwise provided, a Guarantee Period is not available if it extends beyond the Annuitant's 85th birthday. Also, except as otherwise provided, if a new Guarantee Period becomes effective that causes the contract to continue beyond the Provisional Date of Maturity, then the Provisional Date of Maturity will become the Annuitant's 85th birthday. Early withdrawal charges, if any, (as determined in accordance with section 10) under any Subsequent Guarantee Period, will continue to be measured from the Date of Issue of the certificate. 6 - -------------------------------------------------------------------------------- 9. WITHDRAWALS - -------------------------------------------------------------------------------- The Participant may make a withdrawal of less than the Surrender Value provided that any such withdrawal is $500 or more and the Accumulated Value after the withdrawal is $4000 or more. Upon written request, at any time during each Certificate Year, the Participant may make a withdrawal of the Free Withdrawal Value. If the Free Withdrawal Value is less than $500, then any written request for the Free Withdrawal Value must be for the entire Free Withdrawal Value. Prior to payment, the amount of any withdrawal will first be reduced by any applicable income taxes, premium taxes, and similar taxes, and any applicable early withdrawal charge, and then adjusted by any applicable Market Value Adjustment (in accordance with section 11). The Free Withdrawal Value will not be subject to an early withdrawal charge or a Market Value Adjustment. A withdrawal will be effective on the date we receive written notice from the Participant. The amount of any withdrawal will be deducted from the Accumulated Value. To make a withdrawal that is to be effective on the last day of any Guarantee Period, we must receive written notice from the Participant within 30 days prior to the expiry of such Guarantee Period. We may defer payment of a withdrawal in the same manner as we may defer payment of the Surrender Value, described in Section 12. - -------------------------------------------------------------------------------- 10. EARLY WITHDRAWAL CHARGE - -------------------------------------------------------------------------------- During each Certificate Year the Participant may make withdrawals in an amount not to exceed the Free Withdrawal Value without incurring an early withdrawal charge. Prior to the last day of any Guarantee Period, withdrawals in excess of the Free Withdrawal Value will be subject to an early withdrawal charge in accordance with the table shown below. Withdrawals that occur on the last day of any Guarantee Period will not be subject to an early withdrawal charge. The charge (expressed as a percentage of the amount subject to the charge) is shown below.
- ------------------------------------------------------------------------------ Years From Date of Issue Early Withdrawal Charge - ------------------------------------------------------------------------------ 8 or more No Charge - ------------------------------------------------------------------------------ 7, but less than 6 1% - ------------------------------------------------------------------------------ 6, but less than 5 2% - ------------------------------------------------------------------------------ 5, but less than 4 3% - ------------------------------------------------------------------------------ 4, but less than 3 4% - ------------------------------------------------------------------------------ 3, but less than 2 5% - ------------------------------------------------------------------------------ 2, but less than 1 6% - ------------------------------------------------------------------------------ Less than 1 Year 7% - ------------------------------------------------------------------------------
A withdrawal, other than withdrawals made on the last day of any Guarantee Period, will be deemed to have been "made" on the date we receive written notice. For purposes of such determination, payment of the Surrender Value will be deemed a withdrawal. 7 - ------------------------------------------------------------------------------ 11. MARKET VALUE ADJUSTMENT - ------------------------------------------------------------------------------ During each Certificate Year, the Participant may make withdrawals in an amount not to exceed the Free Withdrawal Value without incurring a Market Value Adjustment. Prior to the last day of any Guarantee Period, withdrawals in excess of the Free Withdrawal Value, reduced by any early withdrawal charge, if applicable, will be adjusted up or down by the application of a Market Value Adjustment. The Market Value Adjustment is equal to A times (B - 1) where: A is (i) any withdrawal in excess of the Free Withdrawal Value, less (ii) any early withdrawal charge, if applicable, and B is the Market Value Adjustment Factor below: ( 1+g )n/12 ( -------- ) ( 1+c+.005 ) Where: g = The guaranteed rate in effect for the current guarantee period (expressed as a decimal). c = The current rate (expressed as a decimal) in effect for durations equal to the number of years remaining in the current Guarantee Period (years rounded up to the nearest whole number). If not available, the Company will declare a rate solely for this purpose that is consistent with durations that are currently available. n = The number of complete months from the date of withdrawal to the end of the current Guarantee Period. (Where less than one complete month remains, n will equal 1 unless the withdrawal is made on the last day of the guarantee period, at which time no adjustment will apply.) The Market Value Adjustment may be positive or negative. Withdrawals that occur on the last day of any Guarantee Period will not be subject to a Market Value Adjustment. - ------------------------------------------------------------------------------ 12. REQUEST AND PAYMENT OF SURRENDER VALUE - ------------------------------------------------------------------------------ Upon receipt of written notice from the Participant before the Annuitant's death and the Date of Maturity, we will pay the Surrender Value. The Surrender Value will be determined by us as of the date of receipt of written notice. We may defer payment of a Surrender Value for the period provided by law. We will not defer payment more than six months beyond the date we receive written notice. If we defer payment for more than 30 days, we will pay interest on the Surrender Value at a rate equal to the greater of (i) the rate required by law; and (ii) the rate declared by us. Any Surrender Value available under the certificate will not be less than the minimum value required by statute of the state in which the certificate is delivered. 8 - ------------------------------------------------------------------------------ 13. DEATH BENEFIT - ------------------------------------------------------------------------------ We will pay a Death Benefit to the Beneficiary if and when the Annuitant dies before the Date of Maturity and before the Surrender Date, and we receive at our Home Office proof satisfactory to us that such death has occurred. The Death Benefit is the Accumulated Value as of the date of the Annuitant's death. We will pay interest on proceeds in one sum in the event of the Annuitant's death from the date of death to the date of payment. We will pay interest on the proceeds at a rate equal to the greater of: (i) the rate required by law; and (ii) the rate declared by us. The Death Benefit available under the certificate will never be less than the minimum benefit required by statute of the state in which the certificate is delivered. As an alternative to a single payment of the Death Benefit, an Accumulated Value of $5,000 or more may be converted to annuity payments subject to Sections 14 and 15. If the Participant has not elected an annuity payment option before the Annuitant's death, the Beneficiary may elect an option before the Death Benefit is paid. Notwithstanding any of the above, the following will apply upon the death of the Participant, if the Accumulated Value has not already been converted into an annuity: (i) If the Beneficiary is the spouse of the Participant, the Beneficiary may continue the certificate in force as Participant. (ii) If the Beneficiary is not the spouse of the Participant, we will pay the Death Benefit in full to the Beneficiary within 5 years of the Participant's death or apply the Accumulated Value in full towards the purchase of a life annuity on the Beneficiary with payments beginning within 1 year of the Participant's death. - ------------------------------------------------------------------------------ 14. CONVERTING THE ACCUMULATED VALUE TO ANNUITY PAYMENTS - ------------------------------------------------------------------------------ By written notice, the Participant may elect the Date of Maturity at any time before the Provisional Date of Maturity, provided that the Date elected is (i) no later than the Annuitant's 85th birthday, without our prior approval; (ii) at least 31 days after our receipt of the written notice; and (iii) at least six months after the date the premium was applied to the certificate. If no other election is made, the Date of Maturity will be the Provisional Date of Maturity shown in Section 1 of the certificate. On the Date of Maturity or other date elected to begin annuity payments, we will convert the Accumulated Value of the certificate adjusted by any Market Value Adjustment, into annuity payments. We will determine the annuity payments by: (i) dividing the adjusted Accumulated Value by $1,000; and (ii) multiplying the result by the annuity payment rate then in effect for the option elected in Section 15. The annuity payment will never be less than that available by applying the adjusted Accumulated Value to buy an immediate annuity offered by us. If the annuity payments are made monthly, the annuity payment rate is guaranteed to be at least that provided in the Monthly Annuity Payment Rate Table in Section 18. 9 - ------------------------------------------------------------------------------ 15. ANNUITY PAYMENTS - ------------------------------------------------------------------------------ The following annuity payment options are available for each certificate under this contract: a. Life Annuity with a guaranteed period of 5, 10, or 20 years. Under this option we will make payments for the guaranteed period elected, and as long thereafter as the Measuring Person lives. b. Life Annuity. Under this option, we will make payments throughout the lifetime of the Measuring person. No further payments will be made after the death of the Measuring Person. c. Any other options which may be made available by us. The Participant may choose an option by written notice before the Last Valuation Date. The "Life Annuity" and the "Life Annuity with a guaranteed period of 5 Years" payment options are not available without our prior approval for a Measuring Person older than age 85. Only an Accumulated Value, as adjusted, of $5,000 or more may be applied to one of the annuity payment options offered. If the amount of the first annuity payment would be less than $50, we may make a single payment on the date the first payment would have been payable in place of all other benefits provided by the certificate. The single payment will be equal to the Surrender Value, or in the case of the Participant's or Annuitant's death, the Death Benefit. While the Annuitant is living: (i) the Measuring Person will be the Annuitant; and (ii) the payee will be the Annuitant unless otherwise directed by the Participant. If the Annuitant dies and the Death Benefit is used to provide annuity payments, then: (i) the Measuring Person will be the Beneficiary; and (ii) the Payee will be the Beneficiary unless we are otherwise instructed by the Beneficiary after the Annuitant's death. If the Participant of the certificate dies on or after annuity payments have begun, any remaining benefit under such annuity on the date of the Participant's death must be paid out at least as rapidly as under the method of making annuity payments then in effect. When annuity payments begin, we will issue a supplementary agreement for the annuity option elected. - ------------------------------------------------------------------------------ 16. PROOF OF AGE - ------------------------------------------------------------------------------ Before making the first annuity payment, we may require proof of the correct age of the Measuring Person. We also have the right to require proof that the Measuring Person is living on the date each annuity payment is made. - ------------------------------------------------------------------------------ 17. MISSTATEMENT OF AGE OR SEX - ------------------------------------------------------------------------------ If the age or sex of the Measuring Person has been misstated, we will adjust the amount of each annuity payment to reflect the correct age and sex. Any overpayment will be repaid to us. If it is not repaid, we will deduct the overpayment from future payments we make under the certificate. Any underpayment will be added to future payments we make under the certificate. Interest on any overpayment will be accrued at an annual rate of 6% to the date or dates of settlement. 10 - ------------------------------------------------------------------------------ 18. MINIMUM MONTHLY ANNUITY PAYMENT RATES - ------------------------------------------------------------------------------ The rates shown below are guaranteed minimum rates. The actual rates that we will apply will be the greater of these guaranteed minimum rates and the current rates in effect at the time annuity payments begin. Information regarding our current rates is available upon request. MONTHLY ANNUITY PAYMENT RATE TABLE
- -------------------------------------------------------------------------------- Life Annuity with Guaranteed Period ----------------------------------- Age of Measuring Person on Birthday Nearest Date of First Payment 5 Years 10 Years 20 Years Life Annuity ------------- ------- -------- -------- ------------ 55 4.25 4.22 4.11 4.25 56 4.33 4.30 4.17 4.34 57 4.41 4.38 4.23 4.42 58 4.50 4.47 4.30 4.52 59 4.60 4.56 4.37 4.61 60 4.70 4.66 4.44 4.72 61 4.81 4.76 4.51 4.83 62 4.93 4.86 4.58 4.95 63 5.05 4.98 4.65 5.07 64 5.18 5.10 4.72 5.21 65 5.32 5.22 4.79 5.35 66 5.47 5.36 4.86 5.51 67 5.63 5.50 4.93 5.67 68 5.80 5.65 5.00 5.85 69 5.98 5.80 5.06 6.04 70 6.18 5.96 5.12 6.25 71 6.39 6.14 5.18 6.47 72 6.62 6.31 5.23 6.71 73 6.86 6.50 5.28 6.97 74 7.12 6.69 5.32 7.26 75 7.39 6.89 5.35 7.56 76 7.69 7.09 5.39 7.90 77 8.01 7.29 5.41 8.26 78 8.34 7.49 5.43 8.65 79 8.69 7.69 5.45 9.07 80 9.07 7.89 5.47 9.53 81 9.46 8.08 5.48 10.03 82 9.87 8.26 5.49 10.57 83 10.30 8.43 5.49 11.16 84 10.74 8.59 5.50 11.79 85 and over 11.19 8.74 5.50 12.48
Interest is at an annual rate of 3%. 11 - -------------------------------------------------------------------------------- 19. CLAIMS OF CREDITORS - -------------------------------------------------------------------------------- The Accumulated Value and all payments under the certificate will be exempt from the claims of creditors to the extent permitted by law. - -------------------------------------------------------------------------------- 20. ASSIGNMENT - -------------------------------------------------------------------------------- The Participant may assign any or all of the Participant's interests in the certificate, except as otherwise provided, without the consent of any person other than an irrevocable Beneficiary. We will be on notice of an assignment only when a duplicate of the original assignment is received at our Home Office. We assume no responsibility for the validity or sufficiency of an assignment. If a certificate is issued as a tax-sheltered annuity, an individual retirement annuity, or under a plan qualified under section 401(a) of the Internal Revenue Code, it is subject to assignment restrictions for federal income tax purposes. In this event, the certificate can not be sold, assigned, discounted, or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose to any person other than us. - -------------------------------------------------------------------------------- 21. MISCELLANEOUS - -------------------------------------------------------------------------------- We will furnish the Participant with any reports required by law. 12 Communications about this group annuity contract may be sent to: John Hancock Variable Life Insurance Company Annuity Service Center PO Box 853 200 Clarendon Street Boston, MA 02117 or to any Agency of the Company. Single Premium Modified Guarantee Annuity -- Annuity payable to the Annuitant beginning on the Date of Maturity for a guaranteed period of 10 years and as long thereafter as the Annuitant lives. Nonparticipating - not eligible for dividends Form xxxxx Printed in U.S.A. EX-4.B 5 GROUP ANNUITY CONTRACT CERTIFICATE EXHIBIT 4(b) [LOGO OF JOHN HANCOCK APPEARS HERE] Variable Life Insurance Company John Hancock Place PO Box 717 Boston, Massachusetts 02117 ANNUITY CERTIFICATE NUMBER 0000000 PARTICIPANT AT ISSUE JOHN DOE GROUP CONTRACT NUMBER ANNUITANT JOHN DOE GROUP ANNUITY CERTIFICATE John Hancock Variable Life Insurance Company ("the Company") will provide the benefits stated in this certificate. We are issuing this certificate in consideration of the application and payment of the premium. The provisions on this and the following pages make up your certificate. If the certificate is in force on the Date of Maturity, we will begin to pay an annuity to the Annuitant unless otherwise directed by the Participant. Each annuity payment will be determined in accordance with the provisions of Section 14. Unless another option offered in Section 15 is elected, annuity payments will be payable for a guaranteed period of 10 years as long thereafter as the Annuitant lives. A Death Benefit, as stated in Section 13, will be payable if the Annuitant's death occurs before the Date of Maturity and before the Surrender Date. Single Premium Modified Guarantee Annuity - Annuity payable to the Annuitant beginning on the Date of Maturity for a guaranteed period of 10 years and as long thereafter as the Annuitant lives. Nonparticipating - not eligible for dividends MVABD95 V0195M Policy Provisions Alphabetical Guide ----------------- ------------------ Section Section 1. Certificate Specifications 7. Annual Option to Change Guarantee Period 2. Definitions 15. Annuity Payments 3. The Participant and The 20. Assignment Beneficiary 4. The Contract 1. Certificate Specifications 5. Interest on Premium 19. Claims of Creditors 6. Premium Taxes 8. Continuation of Contract 7. Annual Option to Change 14. Converting the Accumulated Value to Guarantee Period Annuity Payments 8. Continuation of Contract 13. Death Benefit 9. Withdrawals 2. Definitions 10. Early Withdrawal Charge 10. Early Withdrawal Charge 11. Market Value Adjustment 5. Interest on Premium 12. Request and Payment of 11. Market Value Adjustment Surrender Value 13. Death Benefit 18. Minimum Monthly Annuity Payment Rates 14. Converting the Accumulated 21. Miscellaneous Value to Annuity Payments 15. Annuity Payments 17. Misstatement of Age or Sex 16. Proof of Age 6. Premium Taxes 17. Misstatement of Age or Sex 16. Proof of Age 18. Minimum Monthly Annuity 12. Request and Payment of Surrender Value Payment Rates 19. Claims of Creditors 4. The Contract 20. Assignment 3. The Participant and The Beneficiary 21. Miscellaneous 9. Withdrawals 2 - -------------------------------------------------------------------------------- 1. CERTIFICATE SPECIFICATIONS - -------------------------------------------------------------------------------- ----------------------------------------------- Annuity Certificate Number 0000000 Group Annuity Contract Number 0000000 Date of Issue May 1, 1995 Provisional Date of Maturity May 1, 2012 ----------------------------------------------- PARTICIPANT AT ISSUE John Doe ANNUITANT John Doe ISSUE AGE 45 - ----------------------------------------------------- Premium Payment $30,000.00 Initial Interest Rate* 6.25% Initial Guarantee Period X Certificate Years - ----------------------------------------------------- * This interest rate is guaranteed on the premium for the duration of the Initial Guarantee Period. 3 V0395M THIS PAGE INTENTIONALLY LEFT BLANK 4 - -------------------------------------------------------------------------------- 2. DEFINITIONS - -------------------------------------------------------------------------------- The following terms are commonly used throughout this annuity certificate: The term "Accumulated Value" during the Initial Guarantee Period means the premium plus earned interest, less any withdrawals and applicable deduction for contract fees and any applicable deduction for premium taxes or similar taxes. The term "Accumulated Value" during any Subsequent Guarantee Period is equal to the Accumulated Value as of the end of the preceding Guarantee Period, including any Market Value Adjustments made, in accordance with section 11, plus earned interest, less any withdrawals and applicable deduction for contract fees and any applicable deduction for premium or similar taxes during such Guarantee Period. The term "Annuitant" means, for any given annuity certificate, the individual designated as such in the application for the certificate. The term "Beneficiary" is defined in Section 3. The term "Certificate Year" means, for any given certificate, the 12 month period following the Date of Issue and each 12 month period thereafter. The term "Date of Issue" means, the date shown in Section 1. The term "Date of Maturity" is the date annuity payments under the certificate begin, in accordance with Section 14. The term "Free Withdrawal Value" means, for any Certificate Year, an amount totaling 10% of the Accumulated Value calculated as of the first day of the Certificate Year, reduced by any prior withdrawals made during the Certificate Year. The term "In Force" means that the Annuitant is living and the Surrender Value of the certificate has not become payable. The term "Initial Guarantee Period" means the period of time beginning on the Date of Issue. It continues for the period as elected in the application, unless a new Guarantee Period has been elected in accordance with Section 7. The term "Guarantee Period" refers to either the Initial Guarantee Period or any Subsequent Guarantee Period. The term "Last Valuation Date" means the earliest of the Date of Maturity, the Surrender Date, and the date of the Annuitant's death. The term "Market Value Adjustment" is defined in Section 11. The term "Market Value Adjustment Factor" is defined in Section 11. The term "Measuring Person" means the person on whose life annuity payments will be based. The term "Participant" is defined in Section 3. The term "Subsequent Guarantee Period" shall mean the period of time beginning on the first day following the expiry of the immediately preceding Guarantee Period. A Subsequent Guarantee Period shall continue for the same duration as the prior Guarantee Period, unless we are otherwise notified by you in accordance with Sections 7 and 8. The term "Surrender Date" means the date we receive your written notice requesting payment of the Surrender Value. 5 V0595M The term "Surrender Value" means the Accumulated Value of your certificate, less, if applicable, any certificate fees, any income taxes withheld, any deduction for premium taxes or similar taxes, any early withdrawal charge, and adjusted by any Market Value Adjustment. The term "we", "us", and "our" refer to the Company. The term "withdrawal" means, unless otherwise specified, the amount withdrawn prior to any deductions or adjustments. The term "written notice" means, unless otherwise stated, a notice in writing satisfactory to us which is received at our Home Office in Boston, Massachusetts. The terms "you" and "your" refer to the Participant of this certificate. 6 - -------------------------------------------------------------------------------- 3. THE PARTICIPANT AND THE BENEFICIARY - -------------------------------------------------------------------------------- The participant and the beneficiary will be as shown in the application unless you change them or they are changed by the terms of this provision. With regard to joint Participants, at the first death of a joint Participant prior to the Date of Maturity and prior to the Surrender Date, the Beneficiary will be the surviving Participant notwithstanding that the designated Beneficiary may be different. If the Annuitant dies and there is no surviving Beneficiary, you will be the Beneficiary, but if you were the Annuitant, your estate will be the Beneficiary. You have the sole and absolute power to exercise all rights and privileges without the consent of any other person except as provided by this certificate or unless you provide otherwise by written notice. While the Annuitant is alive, you may change the Participant by written notice. You may change the Beneficiary by written notice no later than our receipt of the required proof of the Annuitant's death. A change will take effect when the notice is signed if we acknowledge receipt of the notice at our Home Office. The change will take effect whether or not you or the Annuitant is then alive. A change shall be subject to the rights of any assignee of record with us and subject to any payment made or other action taken by us before we acknowledge receipt. Regarding joint Participants, signatures of both joint Participants is required for any transactions requiring written notification from a Participant. - -------------------------------------------------------------------------------- 4. THE CONTRACT - -------------------------------------------------------------------------------- The contract is an agreement between the contract owner and the Company. This certificate is a summary of the Group Annuity Contract. The entire contract consists of the Group Annuity Contract, this certificate, and the application, a copy of which is attached. Certificate years, certificate months, and certificate anniversaries are measured from the Date of Issue. Only the President, a Vice President, the Secretary, or an Assistant Secretary of the Company has authority to waive or modify any of the provisions of the contract. - -------------------------------------------------------------------------------- 5. INTEREST ON PREMIUM - -------------------------------------------------------------------------------- Premium must be at least $5,000. Premium earns interest for as long as it remains in the certificate beginning on the date it is credited. Interest will be credited daily and will then earn interest from such date. During the Initial Guarantee Period, the interest rate credited will be based upon our declared initial interest rate then in effect and will apply throughout the Initial Guarantee Period. During any Subsequent Guarantee Period, the interest rate credited on any given day will be at least equal to our declared interest rate then in effect for new certificates commencing at the expiry of the immediately preceding Guarantee Period. All such declared interest rates will be expressed on an annual effective basis. The interest credited on any given day will be at a rate which, if compounded daily for one year, would equal the applicable declared interest rate. - -------------------------------------------------------------------------------- 6. PREMIUM TAXES - -------------------------------------------------------------------------------- A deduction for a premium tax or a similar tax will be made from the Accumulated Value at the time of annuitization. If we pay a tax on the premium at the time such premium is paid, then we will deduct a charge for these taxes from the Accumulated Value for the amount withdrawn or surrendered, at the time of annuitization, death, surrender, or withdrawal. 7 V0795M - -------------------------------------------------------------------------------- 7. ANNUAL OPTION TO CHANGE GUARANTEE PERIOD - -------------------------------------------------------------------------------- Once each Certificate Year, you may elect, by written notice, from among those Guarantee Periods currently offered, a new Guarantee Period of a different duration, provided that the Accumulated Value after such election is at least $4,000. The Accumulated Value at the beginning of the new Guarantee Period will be equal to (a) multiplied by (b), where: (a) is equal to the Accumulated Value at the time of transfer; and (b) is equal to the Market Value Adjustment Factor (as determined in accordance with section 11), applicable at the time of transfer. We reserve the right to charge a contract fee for any such change of Guarantee Period by reducing the Accumulated Value at the beginning of the new Guarantee Period by an amount not to exceed $50. Early withdrawal charges, if any, (as determined in accordance with section 10) under the new Guarantee Period, will continue to be measured from the Date of Issue of this certificate. - -------------------------------------------------------------------------------- 8. CONTINUATION OF CONTRACT - -------------------------------------------------------------------------------- Within 30 days prior to the end of any Guarantee Period, we will provide you with written notice of the expiry of any such Guarantee Period. At the end of any Guarantee Period, a Subsequent Guarantee Period of the same duration as the immediately preceding Guarantee Period, if available, will commence. We reserve the right to change the duration of guarantee periods offered. The effective date of the Subsequent Guarantee Period will be the first day following the expiry of the immediately preceding Guarantee Period. If the duration of the immediately preceding Guarantee Period is no longer available, then the next closest Guarantee Period of greater duration will become effective. You may also elect, by written notice within 30 days prior to the expiry of such Guarantee Period, a Subsequent Guarantee Period of a different duration from among those that are then available. Except as otherwise provided, a Guarantee Period is not available if it extends beyond the Annuitant's 85th birthday. Also, except as otherwise provided, if a new Guarantee Period becomes effective that causes the contract to continue beyond the Provisional Date of Maturity, then the Provisional Date of Maturity will become the Annuitant's 85th birthday. Early withdrawal charges, if any, (as determined in accordance with section 10) under any Subsequent Guarantee Period, will continue to be measured from the Date of Issue of this certificate. - -------------------------------------------------------------------------------- 9. WITHDRAWALS - -------------------------------------------------------------------------------- You may make a withdrawal of less than the Surrender Value provided that any such withdrawal is $500 or more and the Accumulated Value after the withdrawal is $4000 or more. Upon written request, at any time during each Certificate Year, you may make a withdrawal of the Free Withdrawal Value. If the Free Withdrawal Value is less than $500, then any written request for the Free Withdrawal Value must be for the entire Free Withdrawal Value. Prior to payment, the amount of any withdrawal will first be reduced by any applicable income taxes, premium taxes, and similar taxes, and any applicable early withdrawal charge, and then adjusted by any applicable Market Value Adjustment (in accordance with section 11). The Free Withdrawal Value will not be subject to an early withdrawal charge or a Market Value Adjustment. 8 A withdrawal will be effective on the date we receive your written notice. The amount of any withdrawal will be deducted from the Accumulated Value. To make a withdrawal that is to be effective on the last day of any Guarantee Period, we must receive written notice from you within 30 days prior to the expiry of such Guarantee Period. We may defer payment of a withdrawal in the same manner as we may defer payment of the Surrender Value, described in Section 12. - -------------------------------------------------------------------------------- 10. EARLY WITHDRAWAL CHARGE - -------------------------------------------------------------------------------- During each Certificate Year you may make withdrawals in an amount not to exceed the Free Withdrawal Value without incurring an early withdrawal charge. Prior to the last day of any Guarantee Period, withdrawals in excess of the Free Withdrawal Value will be subject to an early withdrawal charge in accordance with the table shown below Withdrawals that occur on the last day of any Guarantee Period will not be subject to an early withdrawal charge. The charge (expressed as a percentage of the amount subject to the charge) is shown below.
- ------------------------------------------------------------------------------ Years From Date of Issue Early Withdrawal Charge - ------------------------------------------------------------------------------ 8 or more No Charge - ------------------------------------------------------------------------------ 7, but less than 6 1% - ------------------------------------------------------------------------------ 6, but less than 5 2% - ------------------------------------------------------------------------------ 5, but less than 4 3% - ------------------------------------------------------------------------------ 4, but less than 3 4% - ------------------------------------------------------------------------------ 3, but less than 2 5% - ------------------------------------------------------------------------------ 2, but less than 1 6% - ------------------------------------------------------------------------------ Less than 1 Year 7% - ------------------------------------------------------------------------------
A withdrawal, other than withdrawals made on the last day of any Guarantee Period, will be deemed to have been "made" on the date we receive written notice. For purposes of such determination, payment of the Surrender Value will be deemed a withdrawal. 9 V0995M - -------------------------------------------------------------------------------- 11. MARKET VALUE ADJUSTMENT - -------------------------------------------------------------------------------- During each Certificate Year, you may make withdrawals in an amount not to exceed the Free Withdrawal Value without incurring a Market Value Adjustment. Prior to the last day of any Guarantee Period, withdrawals in excess of the Free Withdrawal Value, reduced by any early withdrawal charge, if applicable, will be adjusted up or down by the application of a Market Value Adjustment. The Market Value Adjustment is equal to A times (B - 1) where: A is (i) any withdrawal in excess of the Free Withdrawal Value, less (ii) any early withdrawal charge, if applicable, and B is the Market Value Adjustment Factor below: ( 1+g )n/12 ( -------- ) ( 1+c+.005 ) Where: g = The guaranteed rate in effect for the current guarantee period (expressed as a decimal). c = The current rate (expressed as a decimal) in effect for durations equal to the number of years remaining in the current Guarantee Period (years rounded up to the nearest whole number). If not available, the Company will declare a rate solely for this purpose that is consistent with durations that are currently available. n = The number of complete months from the date of withdrawal to the end of the current Guarantee Period. (Where less than one complete month remains, n will equal 1 unless the withdrawal is made on the last day of the guarantee period, at which time no adjustment will apply.) The Market Value Adjustment may be positive or negative. Withdrawals that occur on the last day of any Guarantee Period will not be subject to a Market Value Adjustment. - -------------------------------------------------------------------------------- 12. REQUEST AND PAYMENT OF SURRENDER VALUE - -------------------------------------------------------------------------------- Upon receipt of written notice from you before the Annuitant's death and the Date of Maturity, we will pay the Surrender Value. The Surrender Value will be determined by us as of the date of receipt of written notice. We may defer payment of a Surrender Value for the period provided by law. We will not defer payment more than six months beyond the date we receive written notice. If we defer payment for more than 30 days, we will pay interest on the Surrender Value at a rate equal to the greater of (i) the rate required by law; and (ii) the rate declared by us. Any Surrender Value available under this certificate will not be less than the minimum value required by statute of the state in which the certificate is delivered. 10 - -------------------------------------------------------------------------------- 13. DEATH BENEFIT - -------------------------------------------------------------------------------- We will pay a Death Benefit to the Beneficiary if and when the Annuitant dies before the Date of Maturity and before the Surrender Date, and we receive at our Home Office proof satisfactory to us that such death has occurred. The Death Benefit is the Accumulated Value as of the date of the Annuitant's death. We will pay interest on proceeds in one sum in the event of the Annuitant's death from the date of death to the date of payment. We will pay interest on the proceeds at a rate equal to the greater of: (i) the rate required by law; and (ii) the rate declared by us. The Death Benefit available under the certificate will never be less than the minimum benefit required by statute of the state in which the certificate is delivered. As an alternative to a single payment of the Death Benefit, an Accumulated Value of $5,000 or more may be converted to annuity payments subject to Sections 14 and 15. If you have not elected an annuity payment option before the Annuitant's death, the Beneficiary may elect an option before the Death Benefit is paid. Notwithstanding any of the above, the following will apply upon the death of the Participant, if the Accumulated Value has not already been converted into an annuity: (i) If the Beneficiary is the spouse of the Participant, the Beneficiary may continue the certificate in force as Participant. (ii) If the Beneficiary is not the spouse of the Participant, we will pay the Death Benefit in full to the Beneficiary within 5 years of the Participant's death or apply the Accumulated Value in full towards the purchase of a life annuity on the Beneficiary with payments beginning within 1 year of the Participant's death. - -------------------------------------------------------------------------------- 14. CONVERTING THE ACCUMULATED VALUE TO ANNUITY PAYMENTS - -------------------------------------------------------------------------------- By written notice, the Participant may elect the Date of Maturity at any time before the Provisional Date of Maturity, provided that the Date elected is (i) no later than the Annuitant's 85th birthday, without our prior approval; (ii) at least 31 days after our receipt of the written notice; and (iii) at least six months after the date the premium was applied to the certificate. If no other election is made, the Date of Maturity will be the Provisional Date of Maturity shown in Section 1. On the Date of Maturity or other date elected to begin annuity payments, we will convert the Accumulated Value of the certificate adjusted by any Market Value Adjustment, into annuity payments. We will determine the annuity payments by: (i) dividing the adjusted Accumulated Value by $1,000; and (ii) multiplying the result by the annuity payment rate then in effect for the option elected in Section 15. The annuity payment will never be less than that available by applying the adjusted Accumulated Value to buy an immediate annuity offered by us. If the annuity payments are made monthly, the annuity payment rate is guaranteed to be at least that provided in the Monthly Annuity Payment Rate Table in Section 18. 11 V1195M - -------------------------------------------------------------------------------- 15. ANNUITY PAYMENTS - -------------------------------------------------------------------------------- The following annuity payment options are available under this certificate: a. Life Annuity with a guaranteed period of 5, 10, or 20 years. Under this option we will make payments for the guaranteed period elected, and as long thereafter as the Measuring Person lives. b. Life Annuity. Under this option, we will make payments throughout the lifetime of the Measuring person. No further payments will be made after the death of the Measuring Person. c. Any other options which may be made available by us. You may choose an option by written notice before the Last Valuation Date. The "Life Annuity" and the "Life Annuity with a guaranteed period of 5 Years" payment options are not available without our prior approval for a Measuring Person older than age 85. Only an Accumulated Value, as adjusted, of $5,000 or more may be applied to one of the annuity payment options offered. If the amount of the first annuity payment would be less than $50, we may make a single payment on the date the first payment would have been payable in place of all other benefits provided by this certificate. The single payment will be equal to the Surrender Value, or in the case of the Participant's or Annuitant's death, the Death Benefit. While the Annuitant is living: (i) the Measuring Person will be the Annuitant; and (ii) the payee will be the Annuitant unless otherwise directed by you. If the Annuitant dies and the Death Benefit is used to provide annuity payments, then: (i) the Measuring Person will be the Beneficiary; and (ii) the Payee will be the Beneficiary unless we are otherwise instructed by the Beneficiary after the Annuitant's death. If the Participant of this certificate dies on or after annuity payments have begun, any remaining benefit under such annuity on the date of the Participant's death must be paid out at least as rapidly as under the method of making annuity payments then in effect. When annuity payments begin, we will issue a supplementary agreement for the annuity option elected. - -------------------------------------------------------------------------------- 16. PROOF OF AGE - -------------------------------------------------------------------------------- Before making the first annuity payment, we may require proof of the correct age of the Measuring Person. We also have the right to require proof that the Measuring Person is living on the date each annuity payment is made. - -------------------------------------------------------------------------------- 17. MISSTATEMENT OF AGE OR SEX - -------------------------------------------------------------------------------- If the age or sex of the Measuring Person has been misstated, we will adjust the amount of each annuity payment to reflect the correct age and sex. Any overpayment will be repaid to us. If it is not repaid, we will deduct the overpayment from future payments we make under the certificate. Any underpayment will be added to future payments we make under the certificate. Interest on any overpayment will be accrued at an annual rate of 6% to the date or dates of settlement. 12 - -------------------------------------------------------------------------------- 18. MINIMUM MONTHLY ANNUITY PAYMENT RATES - -------------------------------------------------------------------------------- The rates shown below are guaranteed minimum rates. The actual rates that we will apply will be the greater of these guaranteed minimum rates and the current rates in effect at the time annuity payments begin. Information regarding our current rates is available upon request. MONTHLY ANNUITY PAYMENT RATE TABLE
- -------------------------------------------------------------------------------- Life Annuity with Guaranteed Period ----------------------------------- Age of Measuring Person on Birthday Nearest Date of First Payment 5 Years 10 Years 20 Years Life Annuity ------------- ------- -------- -------- ------------ 55 4.25 4.22 4.11 4.25 56 4.33 4.30 4.17 4.34 57 4.41 4.38 4.23 4.42 58 4.50 4.47 4.30 4.52 59 4.60 4.56 4.37 4.61 60 4.70 4.66 4.44 4.72 61 4.81 4.76 4.51 4.83 62 4.93 4.86 4.58 4.95 63 5.05 4.98 4.65 5.07 64 5.18 5.10 4.72 5.21 65 5.32 5.22 4.79 5.35 66 5.47 5.36 4.86 5.51 67 5.63 5.50 4.93 5.67 68 5.80 5.65 5.00 5.85 69 5.98 5.80 5.06 6.04 70 6.18 5.96 5.12 6.25 71 6.39 6.14 5.18 6.47 72 6.62 6.31 5.23 6.71 73 6.86 6.50 5.28 6.97 74 7.12 6.69 5.32 7.26 75 7.39 6.89 5.35 7.56 76 7.69 7.09 5.39 7.90 77 8.01 7.29 5.41 8.26 78 8.34 7.49 5.43 8.65 79 8.69 7.69 5.45 9.07 80 9.07 7.89 5.47 9.53 81 9.46 8.08 5.48 10.03 82 9.87 8.26 5.49 10.57 83 10.30 8.43 5.49 11.16 84 10.74 8.59 5.50 11.79 85 and over 11.19 8.74 5.50 12.48
Interest is at an annual rate of 3%. 13 V1395M - -------------------------------------------------------------------------------- 19. CLAIMS OF CREDITORS - -------------------------------------------------------------------------------- The Accumulated Value and all payments under the certificate will be exempt from the claims of creditors to the extent permitted by law. - -------------------------------------------------------------------------------- 20. ASSIGNMENT - -------------------------------------------------------------------------------- You may assign any or all of your interests in this certificate, except as otherwise provided, without the consent of any person other than an irrevocable Beneficiary. We will be on notice of an assignment only when a duplicate of the original assignment is received at our Home Office. We assume no responsibility for the validity or sufficiency of an assignment. If this certificate is issued as a tax-sheltered annuity, an individual retirement annuity, or under a plan qualified under section 401(a) of the Internal Revenue Code, it is subject to assignment restrictions for federal income tax purposes. In this event, the certificate can not be sold, assigned, discounted, or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose to any person other than us. - -------------------------------------------------------------------------------- 21. MISCELLANEOUS - -------------------------------------------------------------------------------- We will furnish you with any reports required by law. 14 Communications about this annuity certificate may be sent to: John Hancock Variable Life Insurance Company Annuity Service Center PO Box 853 200 Clarendon Street Boston, MA 02117 or to any Agency of the Company. Single Premium Modified Guarantee Annuity -- Annuity payable to the Annuitant beginning on the Date of Maturity for a guaranteed period of 10 years and as long thereafter as the Annuitant lives. Nonparticipating - not eligible for dividends VBP95M Printed in U.S.A. EX-5 6 OPINION RE:LEGALITY EXHIBIT 5 September 7, 1995 Board of Directors John Hancock Variable Life Insurance Company Re: John Hancock Variable Life Insurance Company Modified Guaranteed Annuity Contracts Registration Statement on Form S-1 Dear Sirs: In my capacity as Vice President and Counsel of John Hancock Variable Life Insurance Company (the "Company"), I have represented the Company in connection with its development of deferred annuities of a type commonly known as "modified guaranteed annuities". I have participated in the preparation of the Registration Statement on Form S-1 to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933 for the registration of interests in these deferred annuity contracts contracts to be issued by the Company on an individual and group basis (the "Registration Statement"). I am of the following opinion: the Company is a corporation duly organized and validly existing under the laws of the Commonwealth of Massachusetts and the interests in the deferred annuity contracts, when issued as contemplated in the Registration Statement, will be validly issued and legal and binding obligations of the Company in accordance with the terms of the deferred annuity contracts. In arriving at the foregoing opinion, I have reviewed the Registration Statement on Form S-1, including its prospectus, and relevant proceedings of the Board of Directors and have made such examination of law and examined such records and other documents as in my judgement are necessary or appropriate. I hereby consent to the filing of my opinion as an exhibit to the Registration Statement and to the use of my name under the caption "Legal Matters" in the Prospectus contained in the Registration Statement. Very truly yours, /s/ Francis C. Cleary, Jr. -------------------------- Francis C. Cleary, Jr. Vice President and Counsel EX-24 7 POWERS OF ATTORNEY EXHIBIT 24 JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY John Hancock Variable Annuity and Variable Life Insurance Accounts ------------------------------------------------------------------ POWER OF ATTORNEY The undersigned member of the Board of Directors of John Hancock Variable Life Insurance Company does hereby constitute and appoint Henry D. Shaw, Francis C. Cleary, Thomas J. Lee, Sandra M. DaDalt and Laura M. Mangan, and each of them individually, with full power of substitution, his or her true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940, and each amendment to the Registration Statements, to be filed for John Hancock Variable Life Account V, John Hancock Variable Annuity Account I and any other variable annuity or variable life insurance account of John Hancock Variable Life Insurance Company with the Securities and Exchange Commission and to take any and all action and to execute in the name of, and on behalf of, the undersigned as a member of said Board of Directors or otherwise any and all instruments, including applications for exemptions from such Acts, which said attorneys and agents deem necessary or advisable to enable any variable annuity or variable life insurance account of John Hancock Variable Life Insurance Company to comply with the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and the rules, regulations and requirements of the Securities and Exchange Commission in respect thereof; and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof. Each of said attorneys and agents shall have, and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date shown. 9/15/94 /Thomas J. Lee/ ------- --------------- Date Director JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY John Hancock Variable Annuity and Variable Life Insurance Accounts ------------------------------------------------------------------ POWER OF ATTORNEY The undersigned member of the Board of Directors of John Hancock Variable Life Insurance Company does hereby constitute and appoint Henry D. Shaw, Francis C. Cleary, Thomas J. Lee, Sandra M. DaDalt and Laura M. Mangan, and each of them individually, with full power of substitution, his or her true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940, and each amendment to the Registration Statements, to be filed for John Hancock Variable Life Account V, John Hancock Variable Annuity Account I and any other variable annuity or variable life insurance account of John Hancock Variable Life Insurance Company with the Securities and Exchange Commission and to take any and all action and to execute in the name of, and on behalf of, the undersigned as a member of said Board of Directors or otherwise any and all instruments, including applications for exemptions from such Acts, which said attorneys and agents deem necessary or advisable to enable any variable annuity or variable life insurance account of John Hancock Variable Life Insurance Company to comply with the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and the rules, regulations and requirements of the Securities and Exchange Commission in respect thereof; and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof. Each of said attorneys and agents shall have, and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date shown. 4/5/95 /David F. D'Alessandro/ ------ ---------------------- Date Director JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY John Hancock Variable Annuity and Variable Life Insurance Accounts ------------------------------------------------------------------ POWER OF ATTORNEY The undersigned member of the Board of Directors of John Hancock Variable Life Insurance Company does hereby constitute and appoint Henry D. Shaw, Francis C. Cleary, Thomas J. Lee, Sandra M. DaDalt and Laura M. Mangan, and each of them individually, with full power of substitution, his or her true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940, and each amendment to the Registration Statements, to be filed for John Hancock Variable Life Account V, John Hancock Variable Annuity Account I and any other variable annuity or variable life insurance account of John Hancock Variable Life Insurance Company with the Securities and Exchange Commission and to take any and all action and to execute in the name of, and on behalf of, the undersigned as a member of said Board of Directors or otherwise any and all instruments, including applications for exemptions from such Acts, which said attorneys and agents deem necessary or advisable to enable any variable annuity or variable life insurance account of John Hancock Variable Life Insurance Company to comply with the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and the rules, regulations and requirements of the Securities and Exchange Commission in respect thereof; and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof. Each of said attorneys and agents shall have, and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date shown. 9/15/94 /Henry D. Shaw/ ------- -------------- Date Director JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY John Hancock Variable Annuity and Variable Life Insurance Accounts ------------------------------------------------------------------ POWER OF ATTORNEY The undersigned member of the Board of Directors of John Hancock Variable Life Insurance Company does hereby constitute and appoint Henry D. Shaw, Francis C. Cleary, Thomas J. Lee, Sandra M. DaDalt and Laura M. Mangan, and each of them individually, with full power of substitution, his or her true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940, and each amendment to the Registration Statements, to be filed for John Hancock Variable Life Account V, John Hancock Variable Annuity Account I and any other variable annuity or variable life insurance account of John Hancock Variable Life Insurance Company with the Securities and Exchange Commission and to take any and all action and to execute in the name of, and on behalf of, the undersigned as a member of said Board of Directors or otherwise any and all instruments, including applications for exemptions from such Acts, which said attorneys and agents deem necessary or advisable to enable any variable annuity or variable life insurance account of John Hancock Variable Life Insurance Company to comply with the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and the rules, regulations and requirements of the Securities and Exchange Commission in respect thereof; and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof. Each of said attorneys and agents shall have, and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date shown. 3/9/95 /Robert S. Paster/ ------ ----------------- Date Director JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY John Hancock Variable Annuity and Variable Life Insurance Accounts ------------------------------------------------------------------ POWER OF ATTORNEY The undersigned member of the Board of Directors of John Hancock Variable Life Insurance Company does hereby constitute and appoint Henry D. Shaw, Francis C. Cleary, Thomas J. Lee, Sandra M. DaDalt and Laura M. Mangan, and each of them individually, with full power of substitution, his or her true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940, and each amendment to the Registration Statements, to be filed for John Hancock Variable Life Account V, John Hancock Variable Annuity Account I and any other variable annuity or variable life insurance account of John Hancock Variable Life Insurance Company with the Securities and Exchange Commission and to take any and all action and to execute in the name of, and on behalf of, the undersigned as a member of said Board of Directors or otherwise any and all instruments, including applications for exemptions from such Acts, which said attorneys and agents deem necessary or advisable to enable any variable annuity or variable life insurance account of John Hancock Variable Life Insurance Company to comply with the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and the rules, regulations and requirements of the Securities and Exchange Commission in respect thereof; and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof. Each of said attorneys and agents shall have, and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date shown. 10/13/94 /Michele G. Van Leer/ -------- -------------------- Date Director JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY John Hancock Variable Annuity and Variable Life Insurance Accounts ------------------------------------------------------------------ POWER OF ATTORNEY The undersigned member of the Board of Directors of John Hancock Variable Life Insurance Company does hereby constitute and appoint Henry D. Shaw, Francis C. Cleary, Thomas J. Lee, Sandra M. DaDalt and Laura M. Mangan, and each of them individually, with full power of substitution, his or her true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940, and each amendment to the Registration Statements, to be filed for John Hancock Variable Life Account V, John Hancock Variable Annuity Account I and any other variable annuity or variable life insurance account of John Hancock Variable Life Insurance Company with the Securities and Exchange Commission and to take any and all action and to execute in the name of, and on behalf of, the undersigned as a member of said Board of Directors or otherwise any and all instruments, including applications for exemptions from such Acts, which said attorneys and agents deem necessary or advisable to enable any variable annuity or variable life insurance account of John Hancock Variable Life Insurance Company to comply with the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and the rules, regulations and requirements of the Securities and Exchange Commission in respect thereof; and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof. Each of said attorneys and agents shall have, and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date shown. 10/12/94 /Barbara L. Luddy/ -------- ----------------- Date Director JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY John Hancock Variable Annuity and Variable Life Insurance Accounts ------------------------------------------------------------------ POWER OF ATTORNEY The undersigned member of the Board of Directors of John Hancock Variable Life Insurance Company does hereby constitute and appoint Henry D. Shaw, Francis C. Cleary, Thomas J. Lee, Sandra M. DaDalt and Laura M. Mangan, and each of them individually, with full power of substitution, his or her true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940, and each amendment to the Registration Statements, to be filed for John Hancock Variable Life Account V, John Hancock Variable Annuity Account I and any other variable annuity or variable life insurance account of John Hancock Variable Life Insurance Company with the Securities and Exchange Commission and to take any and all action and to execute in the name of, and on behalf of, the undersigned as a member of said Board of Directors or otherwise any and all instruments, including applications for exemptions from such Acts, which said attorneys and agents deem necessary or advisable to enable any variable annuity or variable life insurance account of John Hancock Variable Life Insurance Company to comply with the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and the rules, regulations and requirements of the Securities and Exchange Commission in respect thereof; and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof. Each of said attorneys and agents shall have, and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date shown. 9/15/94 /Francis C. Cleary, Jr./ ------- --------------------- Date Director JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY John Hancock Variable Annuity and Variable Life Insurance Accounts ------------------------------------------------------------------ POWER OF ATTORNEY The undersigned member of the Board of Directors of John Hancock Variable Life Insurance Company does hereby constitute and appoint Henry D. Shaw, Francis C. Cleary, Thomas J. Lee, Sandra M. DaDalt and Laura M. Mangan, and each of them individually, with full power of substitution, his or her true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940, and each amendment to the Registration Statements, to be filed for John Hancock Variable Life Account V, John Hancock Variable Annuity Account I and any other variable annuity or variable life insurance account of John Hancock Variable Life Insurance Company with the Securities and Exchange Commission and to take any and all action and to execute in the name of, and on behalf of, the undersigned as a member of said Board of Directors or otherwise any and all instruments, including applications for exemptions from such Acts, which said attorneys and agents deem necessary or advisable to enable any variable annuity or variable life insurance account of John Hancock Variable Life Insurance Company to comply with the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and the rules, regulations and requirements of the Securities and Exchange Commission in respect thereof; and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof. Each of said attorneys and agents shall have, and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date shown. 9/15/94 Robert R. Reitano ------- ----------------- Date Director JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY John Hancock Variable Annuity and Variable Life Insurance Accounts ------------------------------------------------------------------ POWER OF ATTORNEY The undersigned member of the Board of Directors of John Hancock Variable Life Insurance Company does hereby constitute and appoint Henry D. Shaw, Francis C. Cleary, Thomas J. Lee, Sandra M. DaDalt and Laura M. Mangan, and each of them individually, with full power of substitution, his or her true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940, and each amendment to the Registration Statements, to be filed for John Hancock Variable Life Account V, John Hancock Variable Annuity Account I and any other variable annuity or variable life insurance account of John Hancock Variable Life Insurance Company with the Securities and Exchange Commission and to take any and all action and to execute in the name of, and on behalf of, the undersigned as a member of said Board of Directors or otherwise any and all instruments, including applications for exemptions from such Acts, which said attorneys and agents deem necessary or advisable to enable any variable annuity or variable life insurance account of John Hancock Variable Life Insurance Company to comply with the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and the rules, regulations and requirements of the Securities and Exchange Commission in respect thereof; and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof. Each of said attorneys and agents shall have, and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date shown. 9/15/94 Joseph A. Tomlinson ------- ------------------- Date Director -----END PRIVACY-ENHANCED MESSAGE-----