Legal Proxy

KNOW ALL PERSONS BY THESE PRESENTS, that I/we,

________________________________________________________________________
(Please print your name)

the undersigned holder of ____________ votes at the Special Meeting of Policyholders of

John Hancock Mutual Life Insurance Company,

referenced below do hereby revoke any proxy previously given by me/us for said votes;

Further know, that I/we hereby appoint and constitute:

________________________________________________________________________
(Name of Proxy)
________________________________________________________________________

________________________________________________________________________

or either or any of them, as our true and lawful attorney to vote as my/our proxy, for said votes only, in my/our stead at the Special Meeting of Policyholders of John Hancock Mutual Life Insurance Company to be held on November 30, 1999 at 10:00am Eastern Time, and at any adjournment thereof, on any matter which may properly and legally come before such meeting, including but not limited to, the Company's Plan of Reorganization, if any.

Dated:___________________    Signed:_____________________
                                                                (Owner of policy/contract)

_____________________                      _____________________
(Policy/Contract Number)                                  (Owner of policy/contract)

                                                                _____________________
                                                                (Owner of policy/contract)

(A completed and signed proxy must be received by John Hancock no later than 10:00am November 23, 1999 in order to be valid. All owner(s) of the policy(ies) or annuity contract(s) must sign.)

Please return in the business envelope provided or mail to John Hancock Conversion Information Center, P.O. Box 9382, Boston, MA 02205-9352

10/15/99   LEGALPRO