*Formatting of these documents may vary from those filed with the Division of Insurance due to the conversion process to make them available through the web.

COMMONWEALTH OF MASSACHUSETTS

DIVISION OF INSURANCE

_______________________
Plan of Reorganization of    )
John Hancock Mutual Life )                                                                                       Docket No. F99-04
Insurance Company             )
_______________________)

WRITTEN STATEMENT OF ROBERT MENDELSON

My name is Robert Mendelson. I am a Senior Vice President and am Co-general Counsel of Wit Capital Corporation. Prior to that I was in the private practice of securities law for 19 years, most recently as a partner in Morgan, Lewis & Bockius LLP as a partner for 9 years. During that time, I have served as Chair of an Advisory Committee to the SEC – the Market Transactions Advisory Committee – and as a member of the NASD’s Legal Advisory Board from 1996 to 1999.

I will address one issue that may be of importance in developing an effective program for the participation of policyholders in the public offering of John Hancock Mutual Life Insurance Company. That is whether there will be delays introduced into the offering from the need to inform the policyholders of their invitation to participate in the affinity program described by Mr. Feeley.

I supervise the legal aspects of directed share programs, including other affinity marketing programs, which Wit Capital has administered. Wit Capital has during the past year administered 6 such programs, including 5 of which I have personally advised. In those programs, after the registration statement has been filed, but before the "red herring" preliminary prospectus is available, members of the defined affinity group have been invited to participate in the program. When the invitation letter and site materials are crafted Wit Capital carefully reviews them to make sure that none of the materials delivered or made available at that time either constitute an offer to sell or a solicitation of an offer to purchase. Further, the tone of the invitation letters and other materials are written so as to be entirely neutral so that there can be no legitimate assertion that the invitation letters and other materials "condition the market" for the coming offering.

Wit Capital’s documents have been reviewed by SEC examiners and its process is known to Corporation Finance Staff at the SEC. In no instance has the Wit Capital administered process on behalf of an issuer been the cause of delay in an offering. We do not foresee any such problem arising in this proposed offering. Indeed, in our view, since the plan of demutualization will have to be submitted to policyholders for approval, and the process and timing that would have to be followed to obtain the necessary vote, as well as to get the stock offering registered with the SEC, there seems little reasonable basis for a concern that an affinity program would introduce any delay into the schedule.

In closing, I will state that I agree with the statement of my colleague William Feeley. In my view, Hancock’s stated rationale for not providing subscription rights to its policyholders is totally without merit, and Hancock’s failure to do so is prejudicial to the policyholders, including the Participants who oppose the Plan.

November 8, 1999