[JOHN HANCOCK LOGO]
                             the future is yours(R)
                     Declaration Variable Annuity Prospectus
                       Patriot Variable Annuity Prospectus
                  Revolution Access Variable Annuity Prospectus
                 Revolution Extra Variable Annuity Prospectus**
                  Revolution Value Variable Annuity Prospectus
                           PREVIOUSLY ISSUED CONTRACTS
                               [GRAPHIC OMITTED]

                                  May 2, 2011

This Prospectus describes interests in the deferred Purchase Payment Variable
Annuity Contracts listed above that were previously issued by JOHN HANCOCK
VARIABLE LIFE INSURANCE COMPANY ("JHVLICO") and subsequently assumed by JOHN
HANCOCK LIFE INSURANCE COMPANY (U.S.A.) ("JOHN HANCOCK USA"). These Contracts
are no longer offered for sale, however, you may make Additional Purchase
Payments as permitted under your Contract. In this Prospectus, "we," "us,"
"our," or "the Company" refers to John Hancock USA. You, the Contract Owner,
should refer to the first page of your Contract, to determine which of the above
Contracts you purchased.

This Prospectus describes the variable portion of the Contracts to which you may
allocate Additional Purchase Payments, to the extent permitted by your Contract.
If you do, your Contract Value (other than value allocated to a Fixed Investment
Option) and Variable Annuity payments will vary according to the investment
performance of the applicable Subaccounts of the JOHN HANCOCK LIFE INSURANCE
COMPANY (U.S.A.) SEPARATE ACCOUNT T (the "Separate Account"). Each Subaccount
invests in one of the following Portfolios of John Hancock Variable Insurance
Trust that corresponds to a Variable Investment Option that we make available on
the date of this Prospectus. Certain Variable Investment Options may not be
available under a Contract.

JOHN HANCOCK VARIABLE INSURANCE TRUST
500 Index Trust B
Active Bond Trust
Blue Chip Growth Trust(1)
Capital Appreciation Trust(1)
Equity-Income Trust(1)
Financial Services Trust
Global Bond Trust(1)
Health Sciences Trust(2)
High Yield Trust(1)
International Equity Index Trust B(1)
International Value Trust
Lifestyle Balanced Trust
Mid Cap Index Trust(2)
Mid Cap Stock Trust(2)
Mid Value Trust(1)
Money Market Trust B
Optimized All Cap Trust
Real Estate Securities Trust(1)
Short Term Government Income Trust
Small Cap Growth Trust
Small Cap Index Trust(2)
Small Cap Value Trust(2)
Total Bond Market Trust B
Total Return Trust(2)
Total Stock Market Index Trust(2)

(1)   Available on Revolution Access, Revolution Extra, Revolution Value
      Variable Annuities and Patriot Variable Annuity Contracts only

(2)   Available on Revolution Access, Revolution Extra, Revolution Value
      Variable Annuity Contracts only

CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR INSURED, GUARANTEED OR ENDORSED
BY ANY BANK, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE
BOARD, OR ANY OTHER AGENCY. PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT
FOR FUTURE REFERENCE. IT CONTAINS INFORMATION ABOUT THE SEPARATE ACCOUNT AND THE
VARIABLE PORTION OF THE CONTRACT THAT YOU SHOULD KNOW BEFORE INVESTING. THE
CONTRACTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION ("SEC"). NEITHER THE SEC NOR ANY STATE HAS DETERMINED WHETHER THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

**    If you purchased a Revolution Extra Contract, we will add an "Extra
      Credit" of at least 3.5% of each Purchase Payment that you make under that
      Contract. Because of this feature, the withdrawal charge applicable to
      certain withdrawals of Contract Value may be higher than those imposed
      under Contracts without an "Extra Credit" or "bonus" feature. The amount
      of the Extra Credit may be more than offset by the withdrawal charge if
      you prematurely "surrender" or otherwise withdraw money in excess of the
      free withdrawal amounts while this charge is in effect.

                  JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
JOHN HANCOCK ANNUITIES SERVICE CENTER              MAILING ADDRESS
       164 Corporate Drive                      Post Office Box 9505
    Portsmouth, NH 03801-6815                 Portsmouth, NH 03802-9505
        (800) 824-0335                           www.jhannuities.com

05:11:JHVPRO                                                      RevDecPat 2011



                              Table of Contents


                                                                                            
I. GLOSSARY ................................................................................     1
II. OVERVIEW ...............................................................................     3
III. FEE TABLES ............................................................................     5
  EXAMPLES .................................................................................     6
IV. BASIC INFORMATION ......................................................................    10
  WHAT IS THE CONTRACT? ....................................................................    10
  WHO OWNS THE CONTRACT? ...................................................................    10
  IS THE OWNER ALSO THE ANNUITANT? .........................................................    10
  HOW CAN I INVEST MONEY IN A CONTRACT? ....................................................    10
    Purchase Payments ......................................................................    10
    Initial Purchase Payment ...............................................................    10
    Issue Date and Contract Year ...........................................................    11
    Limits on Purchase Payments ............................................................    11
    Ways to Make Additional Purchase Payments ..............................................    11
    Additional Purchase Payments by Wire ...................................................    11
  HOW WILL THE VALUE OF MY INVESTMENT IN THE CONTRACT CHANGE OVER TIME? ....................    11
    Variable Investment Options ............................................................    11
    Fixed Investment Options ...............................................................    11
    Extra Credit Feature ...................................................................    12
  WHAT ANNUITY BENEFITS DOES THE CONTRACT PROVIDE? .........................................    12
  TO WHAT EXTENT CAN JOHN HANCOCK USA VARY THE TERMS AND CONDITIONS OF THE CONTRACTS? ......    12
  WHAT ARE THE TAX CONSEQUENCES OF OWNING A CONTRACT? ......................................    12
  HOW CAN I CHANGE MY CONTRACT'S INVESTMENT OPTIONS? .......................................    13
    Allocation of Purchase Payments ........................................................    13
    Transfers among Investment Options .....................................................    13
    Procedure for Transfers among Investment Options .......................................    14
    Telephone and Electronic Transactions ..................................................    15
    Dollar Cost Averaging Programs .........................................................    15
    Strategic Rebalancing Program ..........................................................    16
  WHAT FEES AND CHARGES WILL BE DEDUCTED FROM MY CONTRACT? .................................    16
    Asset-Based Charges ....................................................................    17
    Annual Contract Fee ....................................................................    17
    Premium Taxes ..........................................................................    17
    Withdrawal Charge ......................................................................    18
    Other Charges ..........................................................................    19
  HOW CAN I WITHDRAW MONEY FROM MY CONTRACT? ...............................................    20
    Surrenders and Withdrawals .............................................................    20
    Signature Guarantee Requirements for Surrenders and Withdrawals ........................    20
    Waiver of Withdrawal Charge Rider ......................................................    21
    Systematic Withdrawal Plan .............................................................    21
    Telephone Withdrawals ..................................................................    22
  WHAT HAPPENS IF THE OWNER OR ANNUITANT DIES BEFORE MY CONTRACT'S MATURITY DATE? ..........    22
    Death Benefits - In General ............................................................    22
    Distribution Requirements Following Death of Owner .....................................    22
    Death Benefits Following Death of Annuitant ............................................    23
    Standard Death Benefit .................................................................    23
    Enhanced Death Benefit Riders ..........................................................    23
    Calculation and Payment of Death Benefit Value .........................................    23
  WHAT OTHER OPTIONAL BENEFITS MAY HAVE BEEN AVAILABLE TO ME UNDER A CONTRACT? .............    24
    Accumulated Value Enhancement Benefit ..................................................    24
    Guaranteed Retirement Income Benefit ...................................................    25
  CAN I RETURN MY CONTRACT? ................................................................    25
V. GENERAL INFORMATION ABOUT US, THE SEPARATE ACCOUNT AND THE PORTFOLIOS ...................    26
  THE COMPANY ..............................................................................    26
  THE SEPARATE ACCOUNT .....................................................................    26
  THE PORTFOLIOS ...........................................................................    27
VI. INFORMATION ABOUT FIXED INVESTMENT OPTIONS .............................................    33
  IN GENERAL ...............................................................................    33
  HOW THE FIXED INVESTMENT OPTIONS WORK ....................................................    33
  GUARANTEED INTEREST RATES ................................................................    33
  CALCULATION OF MARKET VALUE ADJUSTMENT ("MVA") ...........................................    33
  WHAT ADDITIONAL GUARANTEE APPLIES TO THE FIXED INVESTMENT OPTIONS UNDER MY CONTRACT? .....    34
VII. THE ACCUMULATION PERIOD ...............................................................    37
  YOUR VALUE IN OUR VARIABLE INVESTMENT OPTIONS ............................................    37
  VALUATION OF ACCUMULATION UNITS ..........................................................    37
  VARIABLE INVESTMENT OPTION VALUATION PROCEDURES ..........................................    37
  YOUR VALUE IN THE FIXED INVESTMENT OPTIONS ...............................................    37
VIII. THE ANNUITY PERIOD ...................................................................    38
  DATE OF MATURITY .........................................................................    38
  CHOOSING FIXED OR VARIABLE ANNUITY PAYMENTS ..............................................    38
  SELECTING AN ANNUITY OPTION ..............................................................    38
  VARIABLE MONTHLY ANNUITY PAYMENTS ........................................................    39
  ASSUMED INVESTMENT RATE ..................................................................    39
  TRANSFERS DURING THE ANNUITY PERIOD ......................................................    39
  FIXED MONTHLY ANNUITY PAYMENTS ...........................................................    39
  ANNUITY OPTIONS ..........................................................................    40
IX.  FEDERAL TAX MATTERS ...................................................................    41
  INTRODUCTION .............................................................................    41
  OUR TAX STATUS ...........................................................................    41
  SPECIAL CONSIDERATIONS FOR OPTIONAL BENEFITS .............................................    41
  NONQUALIFIED CONTRACTS ...................................................................    42
  QUALIFIED CONTRACTS ......................................................................    45
X.  OTHER INFORMATION ......................................................................    49
  ASSIGNMENT; CHANGE OF OWNER OR BENEFICIARY ...............................................    49
  BENEFICIARY ..............................................................................    49
  SPOUSE ...................................................................................    49
    CODE SECTION 72(s) .....................................................................    49
  PERFORMANCE INFORMATION ..................................................................    49
  REPORTS ..................................................................................    50
  VOTING PRIVILEGES ........................................................................    50
  CHANGES TO THE SEPARATE ACCOUNT ..........................................................    50
  VARIATIONS IN CHARGES OR RATES FOR ELIGIBLE CLASSES ......................................    50
  DISTRIBUTION OF CONTRACTS ................................................................    51
  TRANSACTION CONFIRMATIONS ................................................................    51
  STATEMENT OF ADDITIONAL INFORMATION ......................................................    51
  FINANCIAL STATEMENTS .....................................................................    52
APPENDIX A:  DETAILS ABOUT OUR FIXED INVESTMENT OPTIONS ....................................   A-1
APPENDIX B:  EXAMPLES OF WITHDRAWAL CHARGE CALCULATIONS ....................................   B-1
APPENDIX C:  OPTIONAL ENHANCED DEATH BENEFITS ..............................................   C-1
APPENDIX D:  EXAMPLES OF EARNINGS ENHANCEMENT DEATH BENEFIT CALCULATION ....................   D-1
APPENDIX E: QUALIFIED PLAN TYPES ...........................................................   E-1
APPENDIX U: ACCUMULATION UNIT VALUE TABLES .................................................   U-1




                                   I. Glossary

The following terms as used in this Prospectus have the indicated meanings. We
also define other terms in specific sections of this Prospectus.

1940 ACT: The Investment Company Act of 1940, as amended.

ACCUMULATION PERIOD: The period between the issue date of the Contract and its
Maturity Date.

ADDITIONAL PURCHASE PAYMENT: Any Purchase Payment made after the initial
Purchase Payment.

ANNUITANT: Any natural person or persons to whom annuity payments are made and
whose life is used to determine the duration of annuity payments involving life
contingencies. If the Contract Owner names more than one person as an Annuitant,
the second person named is referred to as "co-Annuitant." The Annuitant and
co-Annuitant are referred to collectively as "Annuitant." The Annuitant is as
designated on the Contract specification page or in the application.

ANNUITIES SERVICE CENTER: The mailing address of our service office is listed on
the first page of this Prospectus. You can send overnight mail to us at the
street address of the service office, 164 Corporate Drive, Portsmouth, New
Hampshire 03801-6815.

ANNUITY OPTION: The method selected by the Contract Owner (or as specified in
the Contract if no selection is made) for annuity payments made by us.

ANNUITY PERIOD: The period when we make annuity payments to you following the
Maturity Date.

ANNUITY UNIT: A unit of measure that is used after the election of an Annuity
Option to calculate Variable Annuity payments.

BENEFICIARY: The person, persons or entity entitled to the death benefit under
the Contract upon the death of a Contract Owner. The Beneficiary is as specified
in the application, unless changed.

BUSINESS DAY: Any day on which the New York Stock Exchange is open for business.
The end of a Business Day is the close of daytime trading of the New York Stock
Exchange, which generally is 4:00 p.m. Eastern Time.

CODE: The Internal Revenue Code of 1986, as amended.

COMPANY: John Hancock Life Insurance Company (U.S.A.).

CONTRACT: The Variable Annuity contract described by this Prospectus.

CONTRACT ANNIVERSARY: The day in each calendar year after the Contract Date that
is the same month and day as the Contract Date.

CONTRACT DATE: The date of issue of the Contract.

CONTRACT VALUE: The total of the Investment Account values attributable to the
Contract.

CONTRACT YEAR: A period of twelve consecutive months beginning on the date as of
which the Contract is issued, or any anniversary of that date.

FIXED ANNUITY: An Annuity Option with payments for a set dollar amount that we
guarantee.

FIXED INVESTMENT OPTION: An Investment Option in which a Company guarantees the
principal value and the rate of interest credited to the Investment Account for
the term of any guarantee period.

GENERAL ACCOUNT: All of the Company's assets other than assets in its Separate
Account or any other separate account that it may maintain.

GOOD ORDER: The standard that we apply when we determine whether an instruction
is satisfactory. An instruction will be considered in Good Order if it is
received at our Annuities Service Center: (a) in a manner that is satisfactory
to us such that it is sufficiently complete and clear that we do not need to
exercise any discretion to follow such instruction and it complies with all
relevant laws and regulations and Company requirements; (b) on specific forms,
or by other means we then permit (such as via telephone or electronic
submission); and/or (c) with any signatures and dates we may require. We will
notify you if an instruction is not in Good Order.

                                       1



INVESTMENT ACCOUNT: An account we establish for you which represents your
interests in an Investment Option during the Accumulation Period.

INVESTMENT OPTIONS: The investment choices available to Contract Owners. We
refer to the Variable Investment Options and the Fixed Investment Option
together as Investment Options.

JHVLICO: John Hancock Variable Life Insurance Company.

JOHN HANCOCK USA: John Hancock Life Insurance Company (U.S.A.).

MATURITY DATE: The date on which we begin to make annuity payments to the
Annuitant. The Maturity Date is the date specified on the Contract
specifications page, unless changed with our consent.

NONQUALIFIED CONTRACT: A Contract which is not issued under a Qualified Plan.

OWNER OR CONTRACT OWNER ("YOU"): The person, persons, co-Owners or entity
entitled to all of the ownership rights under the Contract. The Owner has
the legal right to make all changes in contractual designations where
specifically permitted by the Contract. The Owner is as specified in the
application, unless changed. We may refer to the Owner in this prospectus as
"you."

PORTFOLIO: A series of a registered open-end management investment company which
corresponds to a Variable Investment Option.

PROSPECTUS: This prospectus that describes interests in a Contract.

PURCHASE PAYMENT: An amount you pay to us for the benefits provided by the
Contract.

QUALIFIED CONTRACT: A Contract issued under a Qualified Plan.

QUALIFIED PLAN: A retirement plan that receives favorable tax treatment under
section 401, 403, 408 (IRAs), 408A (Roth IRAs) or 457 of the Code.

RIDER: An optional benefit that you may have elected for an additional charge.

SEPARATE ACCOUNT: John Hancock Life Insurance Company (U.S.A.) Separate Account
T. A separate account is a segregated asset account of a Company that is not
commingled with the general assets and obligations of the Company.

SUBACCOUNT: A separate division of the Separate Account.

SURRENDER VALUE: The total value of a Contract, after any market value
adjustment, minus the annual Contract fee, any applicable premium tax, and any
applicable Rider charges, and any withdrawal charges (if applicable). We will
determine the amount surrendered or withdrawn as of the date we receive your
request in proper form at the Annuities Service Center.

UNPAID LOAN: The unpaid amount (including any accrued interest) of loans a
Qualified Contract Owner may have taken from us, using certain Contract Value as
collateral.

VARIABLE ANNUITY: An Annuity Option with payments which: (1) are not
predetermined or guaranteed as to dollar amount; and (2) vary in relation to the
investment experience of one or more specified Subaccounts.

VARIABLE INVESTMENT OPTION: An Investment Option corresponding to a Subaccount
of the Separate Account that invests in shares of a specific Portfolio.

WITHDRAWAL AMOUNT: The total amount taken from your Contract Value, including
any applicable withdrawal charge, tax, proportional share of administrative fee
and market value adjustment, to process a withdrawal.

                                       2


                                  II. Overview

This overview tells you some key points you should know about the Contract.
Because this is an overview, it does not contain all the information that may be
important to you. You should read carefully this entire Prospectus, including
its Appendices and the Statement of Additional Information ("SAI") for more
detailed information.

We disclose all material features and benefits of the Contracts in this
Prospectus. Insurance laws and regulations apply to us in every state in which
our Contracts are sold. As a result, some terms and conditions of your Contract
may vary from the terms and conditions described in this Prospectus, depending
upon where you purchase a Contract. These variations will be reflected in your
Contract or in a Rider attached to your Contract. We disclose all material
variations in this Prospectus.

The Contracts described in this Prospectus are no longer offered for sale;
however, you may make Additional Purchase Payments as permitted under your
Contract. This Prospectus contains information that you should know before you
exercise any of your rights under the Contract.

Prospectuses for Contracts often undergo certain changes in their terms from
year to year to reflect changes in the Contracts. The changes include such
things as the liberalization of benefits, the exercise of rights reserved under
a Contract, the alteration of administrative procedures and changes in the
Investment Options available. Any such change may or may not apply to Contracts
issued prior to the effective date of the change. This Prospectus reflects the
status of the product as of the date of this Prospectus. This Prospectus
contains information about other products. Therefore, this Prospectus may
contain information that is inapplicable to your Contract. You should consult
your Contract to verify whether any particular provision applies to you and
whether you may elect any particular Investment Option.

The Variable Investment Options shown on the first page of this Prospectus are
those available under the Contracts described in this Prospectus as of the date
of this Prospectus. There may be Variable Investment Options that are not
available to you. We may add, modify or delete Variable Investment Options in
the future.

When you select one or more of these Variable Investment Options, we invest your
money in NAV shares of a corresponding Portfolio of the John Hancock Variable
Insurance Trust (the "Trust"). The Trust is a so-called "series" type mutual
fund registered with the SEC. The investment results of each Variable Investment
Option you select will depend on those of the corresponding Portfolios of the
Trust. Each of the Portfolios is separately managed and has its own investment
objective and strategies. The Trust prospectus contains detailed information
about each available Portfolio. Be sure to read that prospectus before selecting
any of the Variable Investment Options.

For amounts you don't wish to invest in a Variable Investment Option, you may be
able to invest these amounts in a currently offered Fixed Investment Option if
permitted by your local jurisdiction. We invest the assets allocated to a Fixed
Investment Option in our General Account and they earn interest at a fixed rate,
declared by us, subject to a minimum rate stated in your Contract. If you remove
money from any Fixed Investment Option prior to its expiration, however, we may
increase or decrease your Contract's value to compensate for changes in interest
rates that may have occurred subsequent to the beginning of that Fixed
Investment Option. This is known as a "market value adjustment."

In addition to the transfer restrictions that we impose, the John Hancock
Variable Insurance Trust also has adopted policies under Rule 22c-2 of the 1940
Act to detect and deter abusive short term trading. Accordingly, a Portfolio may
require us to impose trading restrictions if it discovers violations of its
frequent short-term trading policy. We will provide tax identification numbers
and other Contract Owner transaction information to John Hancock Variable
Insurance Trust upon request, which it may use to identify any pattern or
frequency of activity that violates its short-term trading policy.

We refer to the Variable Investment Options and any available Fixed Investment
Option together as Investment Options.

The annuity described in this Prospectus may be sold on a group basis. If you
purchase the annuity under a group contract, you will be issued a group
certificate. If that is the case, the word "Contract" as used in this Prospectus
should be interpreted as meaning the certificate issued to you under the group
contract.

SECTION 403(b) QUALIFIED PLANS. We currently are not offering this Contract for
use in a retirement plan intended to qualify as a section 403(b) Qualified Plan
(a "Section 403(b) Qualified Plan" or the "Plan"). If you had purchased this
Contract for use in a Section 403(b) Qualified Plan, your employer, the Plan's
administrator, or the Plan's sponsor may request that we enter into an agreement
with your Section 403(b) Qualified Plan concerning the sharing of information
related to your Contract (an "Information Sharing Agreement"). Unless contained
in an Information Sharing Agreement, we may receive a written determination by
your employer, the Plan administrator or the Plan sponsor of your Section 403(b)
Qualified Plan that the plan qualifies under section 403(b) of the Code and
complies with applicable Treasury regulations (a "Certificate of Compliance")
(Information Sharing Agreement and Certificate of Compliance, together the
"Required Documentation").

                                       3


We may accept, reject or modify any of the terms of a proposed Information
Sharing Agreement presented to us, and make no representation that we will enter
into an Information Sharing Agreement with your Section 403(b) Qualified Plan.

For more information regarding Section 403(b) Qualified Plans, please see
Appendix E: "Qualified Plan Types," or you may request a copy of the SAI from
the Annuities Service Center.

The Contracts were not available in all states. Certain features of the
Contracts, including optional benefit Riders, may not have been available or may
have been modified for Contracts issued in various states. YOU SHOULD REVIEW
YOUR CONTRACT, OR CONTACT THE ANNUITIES SERVICE CENTER, FOR ADDITIONAL
INFORMATION. You should disregard all references in the Prospectus to benefits
that are NOT available in your state.

This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any state to any person to whom it is unlawful to
make or solicit an offer in that state.

                                       4


                                 III. Fee Tables

THE FOLLOWING TABLES DESCRIBE THE FEES AND EXPENSES APPLICABLE TO BUYING, OWNING
AND SURRENDERING A CONTRACT. THE FIRST TABLE DESCRIBES THE FEES AND EXPENSES
THAT YOU PAID AT THE TIME THAT YOU BOUGHT THE CONTRACT AS WELL AS THE FEES AND
EXPENSES YOU WILL PAY WHEN YOU MAKE ADDITIONAL PURCHASES UNDER THE CONTRACT,
SURRENDER THE CONTRACT, OR TRANSFER ACCOUNT VALUE BETWEEN INVESTMENT OPTIONS.
STATE PREMIUM TAXES MAY ALSO BE DEDUCTED.



CONTRACT OWNER TRANSACTION      DECLARATION            PATRIOT        REVOLUTION ACCESS   REVOLUTION EXTRA     REVOLUTION VALUE
EXPENSES(1)                   VARIABLE ANNUITY     VARIABLE ANNUITY    VARIABLE ANNUITY   VARIABLE ANNUITY     VARIABLE ANNUITY
--------------------------  -------------------  -------------------  -----------------  -------------------  -------------------
                                                                                               
Withdrawal Charge           6% for the 1st year  6% for the 1st year                     7% for the 1st year  7% for the 1st year
(as % of amount of the      6% for the 2nd year  6% for the 2nd year                     7% for the 2nd year  6% for the 2nd year
Purchase Payment that we    5% for the 3rd year  5% for the 3rd year                     7% for the 3rd year  5% for the 3rd year
consider to have been       5% for the 4th year  5% for the 4th year        None         7% for the 4th year  4% for the 4th year
withdrawn) (2)              4% for the 5th year  4% for the 5th year                     6% for the 5th year  3% for the 5th year
                            3% for the 6th year  3% for the 6th year                     5% for the 6th year  2% for the 6th year
                            2% for the 7th year  2% for the 7th year                     4% for the 7th year  1% for the 7th year
                            0% thereafter        0% thereafter                           0% thereafter        0% thereafter
Maximum transfer charge(3)          $25                  N/A                 $25                 $25                  $25


(1)   State premium taxes may also apply to your Contract, which currently range
      from 0.04% to 4.00% of each Purchase Payment.

(2)   This charge is taken upon withdrawal or surrender within the specified
      period of years measured from the date of Purchase Payment.

(3)   This charge is not currently imposed, but we reserve the right to do so in
      the Contract. If we do, it will be taken upon each transfer into or out of
      any Investment Option beyond an annual limit of not less than 12.

THE NEXT TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU WILL PAY PERIODICALLY
DURING THE TIME YOU OWN THE CONTRACT. THIS TABLE DOES NOT INCLUDE FEES AND
EXPENSES PAID AT THE PORTFOLIO LEVEL.



                                      DECLARATION         PATRIOT        REVOLUTION ACCESS   REVOLUTION EXTRA  REVOLUTION VALUE
                                   VARIABLE ANNUITY   VARIABLE ANNUITY    VARIABLE ANNUITY   VARIABLE ANNUITY  VARIABLE ANNUITY
                                   ----------------   ----------------   -----------------   ----------------  ----------------
                                                                                                
Maximum Annual Contract Fee(4)     $            50    $            50    $            50     $           50    $            50
Current Annual Contract Fee(5)     $            30    $            30    $            30     $           30    $            30

SEPARATE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE) (6)
(Contracts with initial Purchase Payment less than $250,000)
Asset-Based Charge (7)                        1.25%              1.25%              1.25%             1.25%              1.25%
(Contracts with initial Purchase Payment greater than $250,000)
Asset-Based Charge (7)                        1.00%              1.00%              1.25%             1.25%              1.25%

OPTIONAL BENEFIT RIDER CHARGES(8) (AS A PERCENTAGE OF YOUR CONTRACT'S TOTAL VALUE UNLESS OTHERWISE STATED)
Accidental Death Benefit Rider                0.10%              0.10%       Not Offered       Not Offered        Not Offered
Accumulated Value Enhancement          Not Offered        Not Offered     Maximum: 1.00%     Maximum: 1.00%     Maximum: 1.00%
("CARESolutions Plus") Rider(9)                                           Current: 0.40%     Current: 0.35%     Current: 0.35%
(as a percentage of your initial
Purchase Payment)
Earnings Enhancement                   Not Offered        Not Offered               0.25%             0.25%              0.25%
("Beneficiary Tax Relief") Death
Benefit Rider
Enhanced "Stepped Up" Death                   0.15%              0.15%       Not Offered       Not Offered        Not Offered
Benefit Rider
Enhanced Death Benefit Rider(10)       Not Offered        Not Offered               0.25%             0.25%              0.25%
Guaranteed Retirement Income           Not Offered        Not Offered               0.30%             0.30%              0.30%
Benefit Rider(11)
Nursing Home Waiver(11)                       0.05%              0.05%       Not Offered       Not Offered        Not Offered
Waiver of Withdrawal Charge            Not Offered        Not Offered        Not Offered              0.10%              0.10%
("CARESolutions") Rider(12)


(4)   This charge is not currently imposed and would only apply to Declaration
      and Patriot Contracts of less than $10,000; and Revolution Access,
      Revolution Extra, and Revolution Value Contracts of less than $50,000.

(5)   This charge applies only to Declaration and Patriot Contracts of less than
      $10,000; and Revolution Access, Revolution Extra, and Revolution Value
      Variable Annuities Contracts of less than $50,000. It is taken at the end
      of each Contract Year but, if you surrender a Contract before then, it
      will be taken at the time of surrender.

(6)   This charge only applies to that portion of account value held in the
      Variable Investment Options. The charge does not apply to amounts in the
      Fixed Investment Options. For Revolution Access, Revolution Extra and
      Revolution Value Variable Annuities Contracts, the charge does not apply
      to the guarantee rate account under our dollar-cost averaging value
      program.

(7)   This charge is assessed on all active Contracts, including Contracts
      continued by a Beneficiary upon the death of the Contract Owner.

                                       5


(8)   Charges for optional benefit Riders are assessed monthly. The monthly
      charge is 1/12 of the annual charge shown in this table.

(9)   This Rider is available only if you purchased the Waiver of Withdrawal
      Charge Rider as well. We do not currently impose the maximum charge shown,
      but reserve the right to do so on a uniform basis for all Accumulated
      Value Enhancement Riders issued in the same state.

(10)  In certain states (and for Riders issued prior to May 1, 2002), the rate
      for Enhanced Death Benefit Rider may be lower than the amount shown.

(11)  This Rider is not available for Contracts issued after April 30, 2004.

(12)  This charge is imposed as a percentage of that portion of your Contract's
      total value attributable to Purchase Payments that are still subject to
      withdrawal charges

THE NEXT TABLE DESCRIBES THE MINIMUM AND MAXIMUM TOTAL OPERATING EXPENSES
CHARGED BY THE PORTFOLIOS THAT YOU MAY PAY PERIODICALLY DURING THE TIME THAT YOU
OWN THE CONTRACT. MORE DETAIL CONCERNING EACH PORTFOLIO'S FEES AND EXPENSES IS
CONTAINED IN THE PORTFOLIO'S PROSPECTUS.



TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES                               MINIMUM    MAXIMUM
--------------------------------------------------------------------    -------    -------
                                                                             
Range of expenses that are deducted from Portfolio assets, including
 management fees, and other expenses                                     0.25%      1.29%


EXAMPLES

The following two examples are intended to help you compare the cost of
investing in Contracts with the cost of investing in other variable annuity
contracts. These costs include Contract Owner transaction expenses, Contract
fees, Separate Account annual expenses and Portfolio fees and expenses.

EXAMPLE 1

The first example assumes that you invest $10,000 in a Contract with all the
optional benefit Riders that may have been available. The first example also
assumes that your investment has a 5% return each year and assumes the maximum
annual Contract fee and the maximum fees and expenses of any of the Portfolios.
Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:

                MAXIMUM PORTFOLIO LEVEL TOTAL OPERATING EXPENSES



                                                                                  1 YEAR   3 YEARS  5 YEARS  10 YEARS
                                                                                  -------  -------  -------  --------
                                                                                                 
DECLARATION VARIABLE ANNUITY WITH:
     Enhanced "stepped-up" Death Benefit Rider;
     Accidental Death Benefit Rider;
     and  Nursing Home Waiver Rider
     If you surrender the Contract at the end of the applicable time period:      $   813  $ 1,284  $ 1,784  $ 3,027
     If you annuitize, or do not surrender the Contract at the end of the         $   273  $   837  $ 1,427  $ 3,027
     applicable time period:




                                                                                  1 YEAR   3 YEARS  5 YEARS  10 YEARS
                                                                                  -------  -------  -------  --------
                                                                                                 
PATRIOT VARIABLE ANNUITY WITH:
     Enhanced "stepped-up" Death Benefit Rider;
     Accidental Death Benefit Rider;
     and  Nursing Home Waiver Rider
     If you surrender the Contract at the end of the applicable time period:      $   811  $ 1,280  $ 1,777  $ 3,014
     If you annuitize, or do not surrender the Contract at the end of the         $   271  $   833  $ 1,421  $ 3,014
     applicable time period:




                                                                                  1 YEAR   3 YEARS  5 YEARS  10 YEARS
                                                                                  -------  -------  -------  --------
                                                                                                 
REVOLUTION ACCESS VARIABLE ANNUITY WITH:
     Enhanced Death Benefit Rider
     Earnings Enhancement Death Benefit Rider
     Accumulated Value Enhancement Rider; and
     Guaranteed Retirement Income Benefit Rider
     If you surrender the Contract at the end of the applicable time period:      $   438  $ 1,321  $ 2,213  $ 4,483
     If you annuitize, or do not surrender the Contract at the end of the         $   438  $ 1,321  $ 2,213  $ 4,483
     applicable time period:




                                                                                  1 YEAR   3 YEARS  5 YEARS  10 YEARS
                                                                                  -------  -------  -------  --------
                                                                                                 
REVOLUTION EXTRA VARIABLE ANNUITY WITH:
     Waiver of Withdrawal Charge Rider;
     Enhanced Death Benefit Rider;
     Earnings Enhancement Death Benefit Rider;
     Accumulated Value Enhancement Rider; and
     Guaranteed Retirement Income Benefit Rider
     If you surrender the Contract at the end of the applicable time period:      $ 1,079  $ 1,981  $ 2,802  $ 4,575
     If you annuitize, or do not surrender the Contract at the end of the         $   449  $ 1,352  $ 2,263  $ 4,575
     applicable time period:


                                       6


                MAXIMUM PORTFOLIO LEVEL TOTAL OPERATING EXPENSES



                                                                                  1 YEAR   3 YEARS  5 YEARS  10 YEARS
                                                                                  -------  -------  -------  --------
                                                                                                 
REVOLUTION VALUE VARIABLE ANNUITY WITH:
     Waiver of Withdrawal Charge Rider;
     Enhanced Death Benefit Rider;
     Earnings Enhancement Death Benefit Rider;
     Accumulated Value Enhancement Rider; and
     Guaranteed Retirement Income Benefit Rider
     If you surrender the Contract at the end of the applicable time period:      $ 1,078  $ 1,798  $ 2,526  $ 4,563
     IF YOU ANNUITIZE, OR DO NOT SURRENDER THE CONTRACT AT THE END OF THE         $   448  $ 1,348  $ 2,257  $ 4,563
     APPLICABLE TIME PERIOD:


EXAMPLE 2

The next example assumes that you invest $10,000 in a Contract with no optional
benefit riders for the time periods indicated. This example also assumes that
your investment has a 5% return each year and assumes the average annual
Contract fee we expect to receive for the Contracts and the minimum fees and
expenses of any of the Portfolios.

Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:

                MINIMUM PORTFOLIO LEVEL TOTAL OPERATING EXPENSES



                                                                                  1 YEAR   3 YEARS  5 YEARS  10 YEARS
                                                                                  -------  -------  -------  --------
                                                                                                 
DECLARATION VARIABLE ANNUITY
If you surrender the Contract at the end of the applicable time period:           $   695  $   929  $ 1,187  $ 1,820
If you annuitize, or do not surrender the Contract at the end of the applicable   $   155  $   482  $   833  $ 1,820
time period:




                                                                                  1 YEAR   3 YEARS  5 YEARS  10 YEARS
                                                                                  -------  -------  -------  --------
                                                                                                 
PATRIOT VARIABLE ANNUITY
If you surrender the Contract at the end of the applicable time period:           $   695  $   926  $ 1,183  $ 1,811
If you annuitize, or do not surrender the Contract at the end of the applicable   $   155  $   480  $   828  $ 1,811
time period:




                                                                                  1 YEAR   3 YEARS  5 YEARS  10 YEARS
                                                                                  -------  -------  -------  --------
                                                                                                 
REVOLUTION ACCESS VARIABLE ANNUITY
If you surrender the Contract at the end of the applicable time period:           $   155  $   480  $   828  $ 1,811
If you annuitize, or do not surrender the Contract at the end of the applicable   $   155  $   480  $   828  $ 1,811
time period:




                                                                                  1 YEAR   3 YEARS  5 YEARS  10 YEARS
                                                                                  -------  -------  -------  --------
                                                                                                 
REVOLUTION EXTRA VARIABLE ANNUITY
If you surrender the Contract at the end of the applicable time period:           $   785  $ 1,107  $ 1,362  $ 1,817
If you annuitize, or do not surrender the Contract at the end of the applicable   $   155  $   482  $   831  $ 1,817
time period:




                                                                                  1 YEAR   3 YEARS  5 YEARS  10 YEARS
                                                                                  -------  -------  -------  --------
                                                                                                 
REVOLUTION VALUE VARIABLE ANNUITY
If you surrender the Contract at the end of the applicable time period:           $   784  $   925  $ 1,092  $ 1,808
If you annuitize, or do not surrender the Contract at the end of the applicable   $   154  $   479  $   827  $ 1,808
time period:


The following table describes the operating expenses for each Portfolio, as a
percentage of the Portfolio's average net assets for the fiscal year ending
December 31, 2010. More detail concerning each Portfolio's fees and expenses is
contained in the Portfolio's prospectus and in the notes following the table.

AS NOTED IN THE FOOTNOTES TO THE TABLE, FOR CERTAIN PORTFOLIOS JOHN HANCOCK
INVESTMENT MANAGEMENT SERVICES, INC. (THE "ADVISER") HAS AGREED TO WAIVE A
PORTION OF ITS FEES OR REIMBURSE THE PORTFOLIO FOR EXPENSES WHEN, AND TO THE
EXTENT THAT, THE NET OPERATING EXPENSES EXCEED AN AGREED UPON EXPENSE
LIMITATION. THE ADVISOR MAY RECAPTURE OPERATING EXPENSES REIMBURSED OR FEES
WAIVED UNDER PREVIOUS EXPENSE LIMITATION OR WAIVER ARRANGEMENTS FOR A PERIOD OF
THREE YEARS FOLLOWING THE BEGINNING OF THE MONTH IN WHICH SUCH REIMBURSEMENT OR
WAIVER OCCURRED.

PORTFOLIO ANNUAL EXPENSES (as a percentage of Portfolio average net assets for
the fiscal year ended December 31, 2010, except as stated in the Notes that
follow this table, rounded to two decimal places).

All of the Portfolios shown in the table are NAV class shares that are not
subject to Rule 12b-1 fees. These NAV class shares commenced operations on April
29, 2005. These NAV class shares of a Portfolio are based upon the expense
ratios of the Portfolio's Series I shares for the year ended December 31, 2010
(adjusted to reflect the absence of any Rule 12b-1 fee applicable to the NAV
shares).



                                                                       ACQUIRED     TOTAL
                                            DISTRIBUTION              PORTFOLIO    ANNUAL      CONTRACTUAL      NET
                               MANAGEMENT   AND SERVICE     OTHER      FEES AND   OPERATING      EXPENSE     OPERATING
PORTFOLIO/SERIES                  FEE       (12B-1) FEES   EXPENSES   EXPENSES(1)  EXPENSES   REIMBURSEMENT   EXPENSES
----------------------------   ----------   ------------   --------   ---------   ---------   -------------  ---------
                                                                                        
500 INDEX B
Series NAV                       0.47%          0.00%        0.02%        --        0.49%        -0.24%(2)     0.25%
ACTIVE BOND
Series NAV                       0.60%          0.00%        0.04%        --        0.64%         0.00%        0.64%
Blue Chip Growth
Series NAV                       0.78%(3)       0.00%        0.03%        --        0.81%         0.00%        0.81%


                                       7




                                                                       ACQUIRED     TOTAL
                                            DISTRIBUTION              PORTFOLIO    ANNUAL      CONTRACTUAL      NET
                               MANAGEMENT   AND SERVICE     OTHER      FEES AND   OPERATING      EXPENSE     OPERATING
PORTFOLIO/SERIES                  FEE       (12B-1) FEES   EXPENSES   EXPENSES(1)  EXPENSES   REIMBURSEMENT   EXPENSES
----------------------------   ----------   ------------   --------   ---------   ---------   -------------  ---------
                                                                                        
CAPITAL APPRECIATION
Series NAV                       0.71%          0.00%        0.03%        --        0.74%         0.00%        0.74%
EQUITY-INCOME
Series NAV                       0.78%(3)       0.00%        0.03%      0.01%       0.82%         0.00%        0.82%
FINANCIAL SERVICES
Series NAV                       0.82%          0.00%        0.06%        --        0.88%         0.00%        0.88%
GLOBAL BOND
SERIES NAV                       0.70%          0.00%        0.08%        --        0.78%         0.00%        0.78%
HEALTH SCIENCES
Series NAV                       1.05%          0.00%        0.07%        --        1.12%         0.00%        1.12%
HIGH YIELD
Series NAV                       0.66%          0.00%        0.04%        --        0.70%         0.00%        0.70%
INTERNATIONAL EQUITY INDEX B
Series NAV                       0.54%          0.00%        0.03%        --        0.57%        -0.23%(2)     0.34%
INTERNATIONAL VALUE
Series NAV                       0.80%3         0.00%        0.13%        --        0.93%        -0.01%4       0.92%
LIFESTYLE BALANCED
Series NAV                       0.04%          0.00%        0.02%      0.70%       0.76%         0.00%        0.76%
MID CAP INDEX
Series NAV                       0.47%          0.00%        0.02%      0.02%       0.51%         0.00%        0.51%
MID CAP STOCK
Series NAV                       0.84%          0.00%        0.04%        --        0.88%         0.00%        0.88%
MID VALUE
Series NAV                       0.95%          0.00%        0.05%      0.02%       1.02%         0.00%        1.02%
MONEY MARKET B
Series NAV                       0.49%          0.00%        0.04%        --        0.53%        -0.25%(2)     0.28%
OPTIMIZED ALL CAP
Series NAV                       0.68%          0.00%        0.03%        --        0.71%         0.00%        0.71%
REAL ESTATE SECURITIES
Series NAV                       0.70%          0.00%        0.03%        --        0.73%         0.00%        0.73%
SHORT TERM GOVERNMENT INCOME
Series NAV                       0.56%          0.00%        0.07%        --        0.63%         0.00%        0.63%
SMALL CAP GROWTH
Series NAV                       1.06%          0.00%        0.04%        --        1.10%         0.00%        1.10%
SMALL CAP INDEX
Series NAV                       0.48%          0.00%        0.02%      0.08%       0.58%         0.00%        0.58%
SMALL CAP VALUE
Series NAV                       1.06%          0.00%        0.04%      0.19%       1.29%         0.00%        1.29%
TOTAL BOND MARKET B
Series NAV                       0.47%          0.00%        0.05%        --        0.52%        -0.27%(2)     0.25%
TOTAL RETURN
Series NAV                       0.68%          0.00%        0.04%        --        0.72%         0.00%        0.72%
TOTAL STOCK MARKET INDEX
Series NAV                       0.49%          0.00%        0.03%        --        0.52%         0.00%        0.52%


(1)   "Acquired Portfolio Fees and Expenses" are based on the indirect net
      expenses associated with the Portfolio's investment in underlying
      portfolios and are included in "Total Annual Operating Expenses." The
      Total Annual Operating Expenses shown may not correlate to the Portfolio's
      ratio of expenses to average net assets shown in the "Financial
      Highlights" section of the Portfolio prospectus, which does not include
      Acquired Portfolio Fees and Expenses.

(2)   JHVIT sells shares of these Portfolios only to certain variable life
      insurance and variable annuity separate accounts of John Hancock Life
      Insurance Company (U.S.A.) and its affiliates. As reflected in the table,
      each Portfolio is subject to an expense cap pursuant to an agreement
      between JHVIT and the Adviser as follows: the Adviser has agreed to waive
      its advisory fee (or, if necessary, reimburse expenses of the Portfolio)
      in an amount so that the Portfolio's annual operating expenses do not
      exceed its "Net Operating Expenses" as shown in the table above. A
      Portfolio's "Total Operating Expenses" includes all of its operating
      expenses including advisory and Rule 12b-1 fees, but excludes taxes,
      brokerage commissions, interest, short dividends, Acquired Portfolio Fees
      and Expenses, litigation and indemnification expenses and extraordinary
      expenses of the Portfolio not incurred in the ordinary course of the
      Portfolio's business. Under the agreement, the Adviser's obligation to
      provide the expense cap will remain in effect until April 30, 2012 and
      will terminate after that date only if JHVIT, without the prior written
      consent of the Adviser, sells shares of the Portfolio to (or has shares of
      the Portfolio held by) any person other than the separate accounts and
      other persons specified in the agreement.

(3)   The Management Fee has been restated to reflect contractual changes to the
      Advisory Agreement.

                                       8


(4)   The Adviser has contractually agreed to waive its advisory fees so that
      the amount retained by the Adviser after payment of the subadvisory fees
      for the Portfolio does not exceed 0.45% of the Portfolio's average net
      assets. The current expense limitation agreement expires on April 30, 2013
      unless renewed by mutual agreement of the Portfolio and the Adviser based
      upon a determination that this is appropriate under the circumstances at
      that time.

A Table of Accumulation Unit Values relating to the Contract is included in
Appendix U to this Prospectus.

                                       9


                              IV. Basic Information

WHAT IS THE CONTRACT?

Each of the five (5) Contracts listed on the first page of this Prospectus are
deferred purchase payment variable annuity contracts. An "annuity contract"
provides a person (known as the "Annuitant" or "payee") with a series of
periodic payments. Because this Contract is also a "deferred payment" contract,
the annuity payments will begin on a future date, called the Contract's Maturity
Date. Under a "variable annuity" contract, the amount you have invested can
increase or decrease in value daily based upon the value of the Variable
Investment Options chosen. If your annuity is provided under a master group
contract, the term "Contract" as used in this Prospectus refers to the
certificate you will be issued and not to the master group contract.

WHO OWNS THE CONTRACT?

Unless the Contract provides otherwise, the Owner of the Contract is the person
who can exercise the rights under the Contract, such as the right to choose the
Investment Options or the right to surrender the Contract. In many cases, the
person who bought the Contract is the Owner. However, you are free to name
another person or entity (such as a trust) as Owner. In writing this Prospectus,
we've assumed that you, the reader, are the person or persons entitled to
exercise the rights and obligations under discussion. If a Contract has joint
Owners, both must join in any written notice or request.

IS THE OWNER ALSO THE ANNUITANT?

In many cases, the same person is both the Annuitant and the Owner of a
Contract. The Annuitant is the person whose lifetime is used to measure the
period of time when we make various forms of annuity payments. Also, the
Annuitant receives payments from us under any Annuity Option that commences
during the Annuitant's lifetime. We may permit you to name another person as
Annuitant or joint Annuitant if that person meets our underwriting standards. We
may also permit you to name as joint Annuitants two persons other than yourself
if those persons meet our underwriting standards.

HOW CAN I INVEST MONEY IN A CONTRACT?

Purchase Payments

We call the investments you make in your Contract Payments or Purchase Payments.
The Contracts described in this Prospectus are no longer available for sale;
however, the minimum initial Purchase Payment requirements for the Contracts are
outlined in the table below, along with the minimum Purchase Payment for each
Additional Purchase Payment into the Contracts. If you purchased your Contract
through the automatic investment plan, different minimums may apply. If your
Contract's total value ever falls to zero, we may terminate it. Therefore, you
may need to pay more Additional Purchase Payments to keep the Contract in force.



                                                     MINIMUM DIRECT
                            MINIMUM     MINIMUM         DEPOSIT
                            INITIAL    ADDITIONAL      ADDITIONAL
                            PURCHASE    PURCHASE        PURCHASE
CONTRACT                    PAYMENT     PAYMENT         PAYMENT
-----------------           --------   ----------    --------------
                                            
Declaration                 $  1,000   $      500    $          100
Patriot                     $  1,000   $      500    $          100
Revolution Access           $ 25,000   $      200    $          100
Revolution Extra            $ 10,000   $      200    $          100
Revolution Value            $  5,000   $      200    $          100


Currently, we do not enforce these minimum Additional Purchase Payment amounts,
but may do so in the future.

Initial Purchase Payment

When we received your initial Purchase Payment and all necessary information, we
issued your Contract and invested your initial Purchase Payment. If the
information was not in Good Order, we contacted you to get the necessary
information. If for some reason, we were unable to complete this process within
5 Business Days, we either sent back your money or received your permission to
keep it until we received all of the necessary information.

In certain situations, we may have issued a Contract upon receiving the order of
your broker-dealer or financial institution but delayed the effectiveness of the
Contract until we received your signed application. In those situations, if we
did not receive your signed application within our required time period, we
deemed the Contract void from the beginning and returned your Purchase Payment.
We may not have issued a Contract if any proposed Owner or Annuitant was older
than age 84. We may also have limited your ability to purchase multiple
Contracts on the same Annuitants or Owners. We may, however, have waived either
of these underwriting limits.

                                       10


Issue Date and Contract Year

We measure the years and anniversaries of your Contract from its date of issue.
We use the term Contract Year to refer to each period of time between
anniversaries of your Contract's date of issue. We did not issue a Contract if
the proposed Annuitant was older than age 84.

Limits on Purchase Payments

You can make Purchase Payments of up to $1,000,000 in any one Contract Year. The
total of all new Purchase Payments and transfers that you may allocate to any
one Variable Investment Option or Fixed Investment Option, in any one Contract
Year may not exceed $1,000,000. While the Annuitant is alive and the Contract is
in force, you can make Purchase Payments at any time before the Maturity Date
until the age limit shown below:



                           YOU MAY NOT MAKE ANY PURCHASE
IF YOUR CONTRACT IS USED      TO PAYMENTS AFTER THE
FUND                          ANNUITANT REACHES AGE
------------------------   -----------------------------
                        
A Qualified Plan                    70 1/2 (1)
A Nonqualified plan                   85 (2)



(1)   except for a Roth IRA, which has an age limit of 85

(2)   84 1/2 for Declaration Variable Annuity

We may waive any of these limits on Purchase Payments.

WAYS TO MAKE ADDITIONAL PURCHASE PAYMENTS.  Additional Purchase Payments made by
check or money order must be:

      -     drawn on a U.S. bank;

      -     drawn in U.S. dollars; and

      -     made payable to "John Hancock" and sent to the Annuities Service
            Center.

We credit any Additional Purchase Payments to your Contract received by mail or
wire transfer at the close of the Business Day in which we receive them in Good
Order at the Annuities Service Center. Each Business Day ends at the close of
daytime trading for the day on the New York Stock Exchange (usually 4:00 p.m.
Eastern Time). If we receive an Additional Purchase Payment after the close of a
Business Day, we will credit it to your Contract on the next Business Day.

We will not accept credit card checks. Nor will we accept starter or third party
checks that fail to meet our administrative requirements. Additional Purchase
Payments should be sent to the Annuities Service Center at the address shown on
the first page of this Prospectus. You can find information about other methods
of making Purchase Payments by contacting us.

ADDITIONAL PURCHASE PAYMENTS BY WIRE. You may transmit Additional Purchase
Payments by wire through your bank to our bank, as long as you provide
appropriate instructions with the transmittal to identify your Contract, and the
selected Investment Options (unless you have provided us with standing
allocation instructions). Information about our bank, our account number, and
the ABA routing number may be obtained from the Annuities Service Center. Banks
may charge a fee for wire services.

If your wire order is complete, we will invest the Additional Purchase Payment
in your selected Investment Options as of the day we received the wire order. If
the wire order is incomplete for an identified Contract, we will immediately
return it.

HOW WILL THE VALUE OF MY INVESTMENT IN THE CONTRACT CHANGE OVER TIME?

Variable Investment Options

You may invest in any of the Variable Investment Options. Each Variable
Investment Option is a Subaccount of a Separate Account that invests in a
corresponding Portfolio. The Portfolio prospectus contains a full description of
a Portfolio. The amount you've invested in any Variable Investment Option will
increase or decrease based upon the investment performance of the corresponding
Portfolio (reduced by certain charges we deduct - see "III. Fee Tables"). Your
Contract Value during the Accumulation Period and the amounts of annuity
payments will depend upon the investment performance of the underlying Portfolio
of the Variable Investment Option you select and/or upon the interest we credit
on each Fixed Investment Option you select.

You bear the investment risk that your Contract Value will increase or decrease
to reflect the investment results of the Contract's investment Portfolios.
Although a Portfolio may invest in other underlying portfolios, you will not
have the ability to make those investment decisions. You (and your financial
advisor) should carefully consider the features of other variable annuity
contracts offered by us or by other life insurance companies, before submitting
an Additional Purchase Payment if you would prefer a broader range of investment
options.

Fixed Investment Options

The amount you've invested in a Fixed Investment Option will earn interest at
the rate we have set for that Fixed Investment Option. The interest rate depends
upon the length of the guarantee period of the Fixed Investment Option you
select. In states where approved,

                                       11


We currently make available various Fixed Investment Options with durations of
up to five years, and we may make one or more additional Fixed Investment
Options available for Contracts issued before September 30, 2002. As long as you
keep your money in a Fixed Investment Option until its expiration date, we bear
all the investment risk on that money.

However, if you prematurely transfer, "surrender" or otherwise withdraw money
from a Fixed Investment Option we will increase or reduce the remaining value in
your Contract by an amount that approximates the impact that any changes in
interest rates would have had on the market value of a debt instrument with
terms comparable to that Fixed Investment Option. This "market value adjustment"
(or "MVA") imposes investment risks on you. We describe how the market value
adjustments work in "Calculation of Market Value Adjustment ("MVA")".

Extra Credit Feature

(Available only on the Revolution Extra Variable Annuity Contracts)

Each time you make a Purchase Payment, we will credit an extra amount to the
total value of your Contract in addition to the amount of the Purchase Payment.
If your Purchase Payment is greater than $10,000 and less than $2.5 million, the
extra amount will be equal to 3.5% of the Purchase Payment. If your Purchase
Payment is $2.5 million or more, the extra amount will be equal to 5.0% of the
Purchase Payment. These extra amounts are referred to as extra credits. Each
extra credit will be credited to your Contract at the same time the Purchase
Payment is credited and will be allocated among the Variable Investment Options
and the Fixed Investment Options in the same way that the Purchase Payment is
allocated (see "Allocation of Purchase Payments"). However, each extra credit
will be treated as "earnings" under your Contract, not as a Purchase Payment for
determining withdrawal charges. Amounts attributable to extra credits will be
considered "earnings" under a Contract for federal tax purposes and "earnings"
with respect to our determination of certain benefits under your Contract and
any optional benefit Riders that you may have purchased.

We expect to make a profit from the Contracts and anticipate that a portion of
the withdrawal charge, and any profits derived from other Contract fees and
charges will be used to help recover our cost of providing the Extra Credit
feature. (For a description of these fees and charges, see the response to the
question "What fees and charges will be deducted from my Contract?") Under
certain circumstances (such as a withdrawal of money that is in excess of the
Free Withdrawal amounts, while a withdrawal charge is in effect) the cost
associated with the Extra Credit feature may exceed the Extra Credit amount and
any related earnings. You should consider this possibility before remitting any
Additional Purchase Payments for a Revolution Extra Contract.

WHAT ANNUITY BENEFITS DOES THE CONTRACT PROVIDE?

If your Contract is still in effect on its Maturity Date, it enters what is
called the Annuity Period. During the Annuity Period, we make a series of fixed
or variable payments to you as provided under one of our several Annuity
Options. The form in which we will make the annuity payments, and the proportion
of such payments that will be on a fixed basis and on a variable basis, depend
on the elections that you have in effect on the Maturity Date. Therefore, you
should exercise care in selecting your Maturity Date and your choices that are
in effect on that date.

You should carefully review the discussion under "VIII. The Annuity Period" for
information about all of these choices you can make.

TO WHAT EXTENT CAN JOHN HANCOCK USA VARY THE TERMS AND CONDITIONS OF THE
CONTRACTS?

State Law Insurance Requirements

Insurance laws and regulations apply to us in every state in which our Contracts
are sold. As a result, a Contract purchased in one state may have terms and
conditions that vary from the terms and conditions of a Contract purchased in a
different jurisdiction. We disclose all material features and benefits of the
Contracts in this Prospectus.

Variations in Charges or Rates

We may vary the charges, durations of Fixed Investment Options, rates and other
terms of our Contracts where special circumstances result in sales or
administrative expenses, mortality risks or other risks that are different from
those normally associated with the Contracts. These include the types of
variations discussed under the "Variations in Charges or Rates for Eligible
Classes" section of this Prospectus.

WHAT ARE THE TAX CONSEQUENCES OF OWNING A CONTRACT?

IN MOST CASES, NO INCOME tax will have to be paid on amounts you earn under a
Contract until these earnings are paid out. All or part of the following
distributions from a Contract may constitute a taxable payout of earnings:

      -     withdrawals (including surrenders and systematic withdrawals);

      -     payment of any death benefit proceeds;

      -     periodic payments under one of our annuity payment options;

      -     certain ownership changes; and

      -     any loan, assignment or pledge of the Contract as collateral.

                                       12


How much you will be taxed on a distribution is based upon complex tax rules and
depends on matters such as:

      -     the type of the distribution;

      -     when the distribution is made;

      -     the nature of any Qualified Plan for which the Contract is being
            used; and

      -     the circumstances under which the payments are made.

If your Contract is issued in connection with a Qualified Plan, all or part of
your Purchase Payments may be tax deductible or excludible from income.

A 10% penalty tax applies in many cases to the taxable portion of any
distributions taken from a Contract before you reach age 59 1/2. Also, most
Qualified Plans require that minimum distributions from a Contract commence
and/or be completed within a certain period of time. This effectively limits the
period of time during which you can continue to derive tax-deferral benefits
from any tax-deductible or tax-deferred Purchase Payments you paid or on any
earnings under the Contract.

CONTRACTS PURCHASED AS AN INVESTMENT VEHICLE FOR A QUALIFIED PLAN, INCLUDING AN
IRA, DO NOT PROVIDE ANY ADDITIONAL TAX-DEFERRAL BENEFITS BEYOND THE TREATMENT
PROVIDED BY THE QUALIFIED PLAN. THE FAVORABLE TAX-DEFERRAL BENEFITS AVAILABLE
FOR QUALIFIED PLANS THAT INVEST IN ANNUITY CONTRACTS ARE ALSO GENERALLY
AVAILABLE IF THE QUALIFIED PLANS PURCHASE OTHER TYPES OF INVESTMENTS, SUCH AS
MUTUAL FUNDS, EQUITIES AND DEBT INSTRUMENTS. HOWEVER, THE CONTRACT OFFERS
FEATURES AND BENEFITS THAT OTHER INVESTMENTS MAY NOT OFFER. YOU AND YOUR
FINANCIAL PROFESSIONAL SHOULD CAREFULLY CONSIDER WHETHER THE FEATURES AND
BENEFITS, INCLUDING THE INVESTMENT OPTIONS, ANNUITY LIFETIME INCOME OPTIONS,
DEATH BENEFITS AND OTHER BENEFITS PROVIDED UNDER AN ANNUITY CONTRACT ISSUED IN
CONNECTION WITH A QUALIFIED PLAN ARE SUITABLE FOR YOUR NEEDS AND OBJECTIVES AND
ARE APPROPRIATE IN LIGHT OF THE EXPENSE.

We provide additional information on taxes in the Federal Tax Matters section of
this Prospectus. We make no attempt to provide more than general information
about use of the Contract with the various types of retirement plans. Purchasers
of Contracts for use with any retirement plan should consult their legal counsel
and a qualified tax advisor regarding the suitability of the Contract.

HOW CAN I CHANGE MY CONTRACT'S INVESTMENT OPTIONS?

Allocation of Purchase Payments

When you applied for your Contract, you specified the Variable Investment
Options and Fixed Investment Options (together, your Investment Options) to
which your Purchase Payments will be allocated. You may change this investment
allocation for future Purchase Payments at any time. Any change in allocation
will be effective as of the receipt of your request at the Annuities Service
Center.

We do not impose a limit on the number of Investment Options to which you may
allocate Purchase Payments at any one time during the accumulation period. For
limits imposed during the annuity period, please see "Choosing Fixed or Variable
Annuity Payments" in "VIII. The Annuity Period."

Transfers among Investment Options

During the Accumulation Period, you may transfer amounts among the Investment
Options, subject to the restrictions set forth below. To make a transfer, you
must tell us how much to transfer, either as a whole number percentage or as a
specific dollar amount. A confirmation of each transfer will be sent to you.

You may make a transfer by providing written notice to us, by telephone or by
other electronic means that we may provide through the Internet (see "Telephone
and Electronic Transactions," below). We will cancel accumulation units from the
Investment Account from which you transfer amounts and we will credit to the
Investment Account to which you transfer amounts. Your Contract Value on the
date of the transfer will not be affected by a transfer. Although your Contract
may impose restrictions on the maximum dollar amount that may be transferred
among Variable Investment Options, we currently do not enforce these
restrictions.

Currently, we do not impose a charge for transfer requests. The first twelve
transfers in a Contract Year are free of any transfer charge. For each
additional transfer in a Contract Year, except for the Patriot variable annuity
which has no transfer charge, we do not currently assess a charge but reserve
the right (to the extent permitted by your Contract) to impose a charge OF UP TO
$25 FOR ANY TRANSFER Beyond the annual limit (transfers out of a Fixed
Investment Option may, however, incur a market value adjustment - either
positive or negative).

                                       13


We have adopted a policy and procedures to restrict frequent transfers of
Contract Value among Variable Investment Options.

Variable investment options in variable annuity and variable life insurance
products can be a target for abusive transfer activity because these products
value their variable investment options on a daily basis and allow transfers
among investment options without immediate tax consequences. As a result, some
investors may seek to frequently transfer into and out of variable investment
options in reaction to market news or to exploit some perceived pricing
inefficiency. Whatever the reason, frequent transfer activity can harm long-term
investors in a variable investment option since such activity may expose the
variable investment option's underlying portfolio to increased portfolio
transaction costs and/or disrupt the portfolio manager's ability to effectively
manage a portfolio in accordance with its investment objective and policies,
both of which may result in dilution with respect to interests held for
long-term investment.

To discourage disruptive frequent trading activity, we have adopted a policy for
the Separate Account to restrict transfers you make to two per calendar month
per Contract, with certain exceptions, and have established procedures to count
the number of transfers made under a Contract. Under the current procedures of
the Separate Accounts, we count all transfers made during each Business Day as a
SINGLE transfer. We do NOT count: (A) scheduled transfers made pursuant to any
of our dollar cost averaging programs (ONLY THE REVOLUTION VALUE VARIABLE
ANNUITY HAS MORE THAN ONE DOLLAR COST AVERAGING PROGRam or our Strategic
Rebalancing Program, (B) transfers from a Fixed Investment Option at the end of
its fixed investment period, (C) transfers made within a prescribed period
before and after a substitution of underlying portfolios and (D) transfers made
during the Annuity Period (these transfers are subject to a 30-day notice
requirement, however, as described below). Under the Separate Account's policy
and procedures, a Contract Owner may transfer to the Money Market Investment
Option even if the Contract Owner reaches the two-transfer-per-month limit, as
long as 100% of the Contract Value in all Variable Investment Options is
transferred to the Money Market Investment Option. If such a transfer to the
Money Market Investment Option is made, for a 30-calendar day period after such
transfer a Contract Owner may not make any subsequent transfers from the Money
Market Investment Option to another Variable Investment Option. We apply the
Separate Account's policy and procedures uniformly to all Contract Owners.

We reserve the right to take other actions to restrict trading, including, but
not limited to:

      -     restricting the number of transfers made during a defined period;

      -     restricting the dollar amount of transfers;

      -     restricting the method used to submit transfers (e.g., requiring
            transfer requests to be submitted in writing via U.S. mail); and

      -     restricting transfers into and out of certain Subaccount(S).

In addition, we reserve the right to defer a transfer at any time we are unable
to purchase or redeem shares of the Portfolios. We also reserve the right to
modify or terminate the transfer privilege at any time (to the extent permitted
by applicable law), and to prohibit a transfer less than 30 days prior to the
Contract's Maturity Date, and to reimpose the annual limit of 12 transfers as
stated in your Contract.

In addition to the transfer restrictions that we impose, the John Hancock
Variable Insurance Trust also has adopted policies under Rule 22c-2 of the 1940
Act to detect and deter abusive short-term trading. Accordingly, a Portfolio may
require us to impose trading restrictions if it discovers violations of its
frequent short-term trading policy. We will provide tax identification numbers
and other Contract Owner transaction information to John Hancock Variable
Insurance Trust upon request, which it may use to identify any pattern or
frequency of activity that violates its short-term trading policy.

DURING THE ANNUITY PERIOD, YOU MAY NOT MAKE ANY TRANSFER THAT WOULD RESULT IN
MORE THAN FOUR INVESTMENT OPTIONS BEING USED AT ONCE. You must submit your
transfer request to our Annuities Service Center at least 30 DAYS BEFORE the due
date of the first annuity payment to which your transfer will apply.

While we seek to identify and prevent disruptive frequent trading activity, it
is not always possible to do so. Therefore, we cannot provide assurance that the
restrictions we impose will be successful in restricting disruptive frequent
trading activity and avoiding harm to long-term investors.

Procedure for Transfers among Investment Options

You may request a transfer in writing or, if you have authorized telephone
transfers, by telephone or fax. All transfer requests should be directed to the
Annuities Service Center. Your request should include:

      -     your name;

      -     daytime telephone number;

      -     Contract number;

      -     the names of the Investment Options to and from which assets are
            being transferred; and

      -     the amount of each transfer.

Your request becomes effective at the close of the Business Day in which we
receive it, in proper form at the Annuities Service Center. Each Business Day
ends at the close of daytime trading for the day on the New York Stock Exchange
(usually 4:00 p.m.

                                       14


Eastern Time). If we receive a transfer request, in proper form, after the close
of a Business Day, it will become effective at the end of the next Business Day.

Telephone and Electronic Transactions

If you complete a special authorization form, we will permit you to request
transfers and withdrawals by telephone. We also encourage you to access
information about your Contract, request transfers and perform some transactions
(other than withdrawals) electronically through the Internet. Please contact the
John Hancock Annuities Service Center at the applicable telephone number or
Internet address shown on the first page of this Prospectus for more information
on electronic transactions.

To access information and perform electronic transactions through our website,
we require you to create an account with a username and password, and to
maintain a valid e-mail address. You may also authorize other people to make
certain transaction requests by telephone or electronically through the Internet
by sending us instructions in a form acceptable to us. If you register for
electronic delivery, we keep your personal information confidential and secure,
and we do not share this information with outside marketing agencies.

We will not be liable for following instructions communicated by telephone or
electronically that we reasonably believe to be genuine. We will employ
reasonable procedures to confirm that instructions we receive are genuine. Our
procedures require you to provide information to verify your identity when you
call us and we will record all conversations with you. When someone contacts us
by telephone and follows our procedures, we will assume that you are authorizing
us to act upon those instructions. For electronic transactions through the
Internet, you will need to provide your username and password. You are
responsible for keeping your password confidential and must notify us of:

      -     any loss or theft of your password; or

      -     any unauthorized use of your password.

We may be liable for any losses due to unauthorized or fraudulent instructions
only where we fail to employ our procedures properly.

All transaction instructions we receive by telephone or electronically will be
followed by either a hardcopy or electronic delivery of a transaction
confirmation. Transaction instructions we receive by telephone or electronically
before the close of any Business Day will usually be effective at the end of
that day. Your ability to access or transact business electronically may be
limited due to circumstances beyond our control, such as system outages, or
during periods when our telephone lines or our website may be busy. We may, for
example, experience unusual volume during periods of substantial market change.

We may suspend, modify or terminate our telephone or electronic transaction
procedures at any time. We may, for example, impose limits on the maximum
Withdrawal Amount available to you through a telephone transaction. Also, as
stated earlier in this Prospectus, we have imposed restrictions on transfers and
reserve the right to take other actions to restrict trading, including the right
to restrict the method used to submit transfers (e.g., by requiring transfer
requests to be submitted in writing via U.S. mail). We also reserve the right to
suspend or terminate the transfer privilege altogether with respect to anyone
who we feel is abusing the privilege to the detriment of others.

Dollar-Cost Averaging Programs

Under our STANDARD DOLLAR-COST AVERAGING PROGRAM, you may elect, at no cost, to
automatically transfer assets from any Variable Investment Option to one or more
other Variable Investment Options on a monthly, quarterly, semiannual, or annual
basis. The following conditions apply to the standard dollar cost averaging
program:

      -     you may change your variable investment allocation instructions at
            any time in writing or, if you have authorized telephone transfers,
            by telephone;

      -     you may discontinue the program at any time;

      -     the program automatically terminates when the Variable Investment
            Option from which we are taking the transfers has been exhausted;

      -     automatic transfers to or from Fixed Investment Options are not
            permitted under this program.

We reserve the right to suspend or terminate the program at any time.

(Available only on the Revolution Value Variable Annuity.) Under our DOLLAR-COST
AVERAGING VALUE PROGRAM, you may elect to deposit any new Purchase Payment of
$5,000 or more in a guarantee rate account that we call the "DCA rate account."
For Contracts issued after April 30, 2004, your deposits under this program will
be depleted over a 6 month period. For Contracts issued prior to May 1, 2004,
the assets in this account attributable to a new Purchase Payment will be
transferred automatically to one or more Variable Investment Options over a
period that is equal in length (i.e., either 6 months or 12 months) to the
period you initially selected. A new period will begin on the date each new
purchase payment is deposited in the DCA rate account program with respect to
that purchase payment. AT the time of each deposit into this program, you must
tell us in writing:

      -     that your deposit should be allocated to this program; and

      -     the Variable Investment Options to which assets will be transferred;
            and

      -     the percentage amount to be transferred to each such Variable
            Investment Option.

                                       15


Transfers to Fixed Investment Options are not permitted under this program, and
transfers of your account value from a Variable Investment Option are not
currently permitted to initiate the program. (You may, however, change your
variable investment allocation instructions at any time in writing or, if you
have authorized telephone transfers, by telephone).

Your participation in the dollar-cost averaging value program will end if you
request a withdrawal from the DCA rate account, or if you request a transfer
from the DCA rate account that is in addition to the automatic transfers.

You may not use the standard dollar-cost averaging program and the dollar-cost
averaging value program at the same time.

The dollar-cost averaging programs allow investments to be made in equal
installments over time in an effort to reduce the risk posed by market
fluctuations. Therefore, you may achieve a lower purchase price over the
long-term by purchasing more accumulation units of a particular Subaccount when
the unit value is low, and less when the unit value is high. However, the
dollar-cost averaging programs do not guarantee profits or prevent losses in a
declining market and require regular investment regardless of fluctuating price
levels. In addition, the dollar-cost averaging programs do not protect you from
market fluctuations in the Variable Investment Option from which we are taking
the transfers. If you are interested in either dollar-cost averaging program,
you may elect to participate in that program on the appropriate application or
you may obtain a separate authorization form and full information concerning the
program and its restrictions from your registered representative or our
Annuities Service Center. You may elect out of the dollar-cost averaging
programs at any time.

You should consult with your financial professional to assist you in determining
whether the dollar-cost averaging programs and the Variable Investment Option
from which we are taking the transfers are suited for your financial needs and
investment risk tolerance.

Strategic Rebalancing Program

This program automatically resets the percentage of your account value allocated
to the Variable Investment Options. Over time, the variations in the investment
results for each Variable Investment Option you've selected for this program
will shift the percentage allocations among them. The strategic rebalancing
program will periodically transfer your account value among these Variable
Investment Options to reestablish the preset percentages you have chosen. (You
may, however, change your variable investment allocation instructions at any
time in writing or, if you have authorized telephone transfers, by telephone).
Strategic rebalancing would usually result in transferring amounts from a
Variable Investment Option with relatively higher investment performance since
the last rebalancing to one with relatively lower investment performance.
However, rebalancing can also result in transferring amounts from a Variable
Investment Option with relatively lower current investment performance to one
with relatively higher current investment performance.

This program can be elected by sending the appropriate form to the Annuities
Service Center. You must specify the frequency for rebalancing (monthly,
quarterly, semi-annually or annually), the preset percentage for each Variable
Investment Option, and a future beginning date. Once elected, strategic
rebalancing will continue until we receive notice of cancellation of the option
or notice of the death of the insured person.

The Fixed Investment Options do not participate in and are not affected by
strategic rebalancing. There is no charge for the strategic rebalancing program.
Also, fund transfers under this program do not trigger transfer fees (where
applicable) nor do they count towards any applicable transfer limits. We reserve
the right to modify, terminate or suspend the strategic rebalancing program at
any time.

WHAT FEES AND CHARGES WILL BE DEDUCTED FROM MY CONTRACT?

We assess charges and deductions under the Contract against Purchase Payments,
Contract VALUES OR withdrawals. Currently, there are no deductions made from
Purchase Payments. In addition, there are deductions from and expenses paid out
of the assets of the Portfolios that are described in the Portfolios'
prospectuses.

                                       16


Asset-Based Charges

We deduct asset-based charges daily, as a percentage of average account value,
to compensate us primarily for our administrative expenses and for the mortality
and expense risks that we assume under the Contracts, as follows:

   SEPARATE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)



                                   DECLARATION   PATRIOT     REVOLUTION    REVOLUTION EXTRA  REVOLUTION VALUE
                                    VARIABLE    VARIABLE  ACCESS VARIABLE      VARIABLE          VARIABLE
                                     ANNUITY     ANNUITY      ANNUITY           ANNUITY           ANNUITY
                                   -----------  --------  ---------------  ----------------  ----------------
                                                                              
(Contracts with initial Purchase
Payment less than $250,000)
Asset-Based Charge                    1.25%       1.25%        1.25%             1.25%             1.25%
(Contracts with initial Purchase
Payment greater than $250,000)
Asset-Based Charge                    1.00%       1.00%        1.25%             1.25%             1.25%


This charge does not apply to assets you have in our Fixed Investment Options.
We take the deduction proportionally from each Variable Investment Option you
are then using.

In return for the mortality risk charge, we assume the risk that Annuitants as a
class will live longer than expected, requiring us to pay a greater number of
annuity payments. In return for the expense risk charge, we assume the risk that
our expenses relating to the Contracts may be higher than we expected when we
set the level of the Contracts' other fees and charges, or that our revenues
from such other sources will be less than expected. The rate of the mortality
and expense risks charge cannot be increased. The charge is assessed on all
active Contracts, including Contracts continued by a Beneficiary upon the death
of the Contract Owner or continued under any annuity option payable on a
variable basis. If the charge is insufficient to cover the actual cost of the
mortality and expense risks assumed, we will bear the loss. Conversely, if the
charge proves more than sufficient, the excess will be profit to us and will be
available for any proper corporate purpose including, among other things,
payment of distribution expenses. In cases where no death proceeds are payable
(e.g., for Contracts continued by a Beneficiary upon the death of the Owner), or
under the Period Certain Only Annuity Option, if you elect benefits payable on a
variable basis, we continue to assess the Contractual mortality and expense
risks charge, although we bear only the expense risk and not any mortality risk.

Annual Contract Fee

We currently deduct a $30 annual Contract fee at the end of each Contract Year
for a DECLARATION OR PATRIOT CONTRACT WITH A TOTAL VALUE OF LESS THAN $10,000
and also for a REVOLUTION ACCESS, REVOLUTION EXTRA OR REVOLUTION VALUE CONTRACT
WITH A TOTAL VALUE OF LESS THAN $50,000. We also deduct the annual fee before
then if you surrender your Contract, unless your Contract's total value, at the
time of surrender, is above either $10,000 FOR DECLARATION and PATRIOT
CONTRACTS, or $50,000 FOR REVOLUTION ACCESS, REVOLUTION EXTRA, AND REVOLUTION
VALUE CONTRACTS.

We take the deduction proportionally from each Variable Investment Option and
each Fixed Investment Option you are then using. We reserve the right to
increase the annual Contract fee up to $50.

Premium Taxes

We make deductions for any applicable premium or similar taxes based on the
amount of a Purchase Payment. Currently, certain local jurisdictions assess a
tax of up to 4% of each Purchase Payment.

In most cases, and subject to applicable state law, we deduct a charge in the
amount of the tax from the total value of the Contract only at the time of
annuitization, death, surrender, or withdrawal. WE RESERVE THE RIGHT, HOWEVER,
TO DEDUCT THE CHARGe from each Purchase Payment at the time it is made. We
compute the amount of the charge by multiplying the applicable premium tax
percentage times the amount you are withdrawing, surrendering, annuitizing or
applying to a death benefit.

                                       17




                         PREMIUM TAX RATE(1)
STATE OR             QUALIFIED      NONQUALIFIED
TERRITORY            CONTRACTS       CONTRACTS
---------------      ---------      ------------
                              
CA                     0.50%           2.35%
GUAM                   4.00%           4.00%
ME(2)                  0.00%           2.00%
NV                     0.00%           3.50%
PR                     1.00%           1.00%
SD(2)                  0.00%           1.25%(3)
TX(4)                  0.04%           0.04%
WV                     1.00%           1.00%
WY                     0.00%           1.00%


(1)   Based on the state of residence at the time the tax is assessed.

(2)   We pay premium tax upon receipt of Purchase Payment.

(3)   0.80% on Purchase Payments in excess of $500,000.

(4)   Referred to as a "maintenance fee."

Withdrawal Charge
(Not applicable to the Revolution Access Variable Annuity)

If you withdraw some of your Purchase Payments from your Contract prior to the
Maturity Date or if you surrender (turn in) your Contract, in its entirety, for
cash prior to the Maturity Date, we may assess a withdrawal charge. Some people
refer to this charge as a "contingent deferred withdrawal load." The amount of
this charge will depend on the type of Contract you purchased and the number of
years that have passed since we received your Purchase Payments, as shown below:



                         DECLARATION              PATRIOT          REVOLUTION ACCESS      REVOLUTION EXTRA      REVOLUTION VALUE
                       VARIABLE ANNUITY      VARIABLE ANNUITY       VARIABLE ANNUITY      VARIABLE ANNUITY      VARIABLE ANNUITY
                     -------------------    -------------------    -----------------     -------------------   -------------------
                                                                                                
Withdrawal Charge    6% for the 1st year    6% for the 1st year            None          7% for the 1st year   7% for the 1st year
(as % of amount      6% for the 2nd year    6% for the 2nd year                          7% for the 2nd year   6% for the 2nd year
withdrawn or         5% for the 3rd year    5% for the 3rd year                          7% for the 3rd year   5% for the 3rd year
surrendered) (1)     5% for the 4th year    5% for the 4th year                          7% for the 4th year   4% for the 4th year
                     4% for the 5th year    4% for the 5th year                          6% for the 5th year   3% for the 5th year
                     3% for the 6th year    3% for the 6th year                          5% for the 6th year   2% for the 6th year
                     2% for the 7th year    2% for the 7th year                          4% for the 7th year   1% for the 7th year
                     0% thereafter          0% thereafter                                0% thereafter         0% thereafter


(1)   This charge is taken upon withdrawal or surrender within the specified
      period of years measured from the date of Purchase Payment.

Withdrawal charges help to compensate us for the cost of selling the Contracts,
including expenses relating to the Extra Credit feature under Revolution Extra
Variable Annuity Contracts. The amount of the charges in any Contract Year does
not specifically correspond to sales expenses for that year. We expect to
recover our total sales expenses over the life of the Contracts. To the extent
that the withdrawal charges do not cover total sales expenses, the sales
expenses may be recovered from other sources, including gains from the
asset-based risk charge and other gains with respect to the Contracts or from
our general assets. Similarly, administrative expenses not fully recovered by
the administration fee may also be recovered from such other sources.

FREE WITHDRAWAL AMOUNTS (APPLICABLE TO REVOLUTION EXTRA AND REVOLUTION VALUE
CONTRACTS). If you purchased a Revolution Extra or Revolution Value Contract and
have any profit in your Contract, you can always withdraw that profit without
any withdrawal charge. By "profit," we mean the amount by which your Contract's
total value exceeds the Purchase Payments you have paid and have not (as
discussed below) already withdrawn. For Revolution Extra Contracts, "profit"
also includes any amounts attributable to an Extra Credit. If your Contract
doesn't have any profit (or you have withdrawn it all) you can still make charge
free withdrawals, unless and until all of your withdrawals during the same
Contract Year exceed 10% of all of the Purchase Payments you have paid to date.

FREE WITHDRAWAL AMOUNTS (APPLICABLE TO PATRIOT AND DECLARATION CONTRACTS). If
you purchased a Patriot or Declaration Contract, you can make withdrawals
without any withdrawal charge, unless and until all of your withdrawals during
the same Contract Year exceed 10% of all of the Purchase Payments you have paid
to date.

HOW WE DETERMINE AND DEDUCT THE CHARGE: If the amount you withdraw or surrender
totals more than the free withdrawal amount during the Contract Year, we will
assess a withdrawal charge shown in the Fee Tables on any amount of the excess
that we attribute to Purchase Payments you made within a withdrawal charge
period. Solely for purposes of determining the amount of the withdrawal charge,
we assume that the amount of each withdrawal that exceeds the free withdrawal
amount (together with any associated withdrawal charge) is a withdrawal first
from the earliest Purchase Payment, and then from the next earliest Purchase
Payment, and so

                                       18


forth until all payments have been exhausted. Once a Purchase Payment has been
considered to have been "withdrawn" under these procedures, that Purchase
Payment will not enter into any future withdrawal charge calculations.

We deduct the withdrawal charge proportionally from each Variable Investment
Option and each Fixed Investment Option being reduced by the surrender or
withdrawal. For example, if 60% of the withdrawal amount comes from Investment
Option "A" and 40% from Investment Option "B," then we will deduct 60% of the
withdrawal charge from Investment Option "A" and 40% from Investment Option "B."
If any such option has insufficient remaining value to cover the charge, we will
deduct any shortfall from all of your other Investment Options, pro rata based
on the value in each. If your Contract as a whole has insufficient surrender
value to pay the entire charge, we will pay you no more than the surrender
value.

You will find examples of how we compute the withdrawal charge in Appendix B to
this Prospectus.

WHEN WITHDRAWAL CHARGES DON'T APPLY: We don't assess a withdrawal charge in the
following situations:

      -     on amounts applied to an Annuity Option at the Contract's Maturity
            Date or to pay a death benefit;

      -     on certain withdrawals if you have elected the Rider that waives the
            withdrawal charge (nursing home Rider for Declaration and Patriot
            Variable Annuities); or

      -     on amounts withdrawn to satisfy the minimum distribution
            requirements for tax qualified plans, with respect to this Contract.
            (Amounts above the minimum distribution requirements are subject to
            any applicable withdrawal charge, however.)

HOW AN MVA AFFECTS THE WITHDRAWAL CHARGE. If you make a withdrawal from a Fixed
Investment Option at a time when the related MVA results in an upward adjustment
in your remaining value, we will calculate the withdrawal charge as if you had
withdrawn that much more. Similarly, if the MVA results in a downward
adjustment, we will compute any withdrawal charge as if you had withdrawn that
much less.

Other Charges

If you purchased an optional benefit Rider, we will deduct the applicable
charges for that benefit proportionally from each of your Investment Options,
including the Fixed Investment Options, based on your value in each. We list
these charges below:

OPTIONAL BENEFIT RIDER CHARGES(1) (AS A PERCENTAGE OF YOUR CONTRACT'S TOTAL
VALUE UNLESS OTHERWISE STATED)



                                                                                                                    REVOLUTION
                                        DECLARATION         PATRIOT        REVOLUTION ACCESS   REVOLUTION EXTRA   VALUE VARIABLE
                                     VARIABLE ANNUITY   VARIABLE ANNUITY    VARIABLE ANNUITY   VARIABLE ANNUITY       ANNUITY
                                     ----------------   ----------------   -----------------   ----------------   ---------------
                                                                                                   
Accidental Death Benefit Rider             0.10%             0.10%            Not Offered        Not Offered        Not Offered

Accumulated Value Enhancement           Not Offered       Not Offered        Maximum: 1.00%     Maximum: 1.00%     Maximum: 1.00%
("CARESolutions Plus") Rider(2)                                              Current: 0.40%        Current:          Current:
(as a percentage of your initial                                                                    0.35%              0.35%
Purchase Payment)

Earnings Enhancement ("Beneficiary      Not Offered       Not Offered            0.25%              0.25%              0.25%
Tax Relief")
Death Benefit Rider

Enhanced "Stepped Up"                      0.15%             0.15%            Not Offered        Not Offered        Not Offered
Death Benefit Rider

Enhanced Death Benefit Rider(3)         Not Offered       Not Offered            0.25%              0.25%              0.25%

Guaranteed Retirement Income            Not Offered       Not Offered            0.30%              0.30%              0.30%
Benefit Rider (4)

Nursing Home Waiver (4)                    0.05%             0.05%            Not Offered        Not Offered        Not Offered

Waiver of Withdrawal Charge             Not Offered       Not Offered         Not Offered           0.10%              0.10%
("CARESolutions") Rider(5)


(1)   Charges for optional benefit Riders are assessed monthly. The monthly
      charge is 1/12 of the annual charge shown in this table.

(2)   This Rider is available only if you purchased the Waiver of Withdrawal
      Charge Rider as well. We do not currently impose the maximum charge shown,
      but reserve the right to do so on a uniform basis for all Accumulated
      Value Enhancement Riders issued in the same state.

(3)   In certain states (and for Riders issued prior to May 1, 2002), the rate
      for Enhanced Death Benefit Rider may be lower than the amount shown.

(4)   This Rider was not available for Contracts issued after April 30, 2004.

(5)   The charge shown is a percentage of that portion of your Contract's total
      value attributable to Purchase Payments that are still subject to
      withdrawal charges.

                                       19


HOW CAN I WITHDRAW MONEY FROM MY CONTRACT?

Surrenders and Withdrawals

Prior to your Contract's Maturity Date, if the Annuitant is living, you may:

      -     surrender your Contract for a cash payment of its "Surrender Value";
            or

      -     make a withdrawal of a portion of your Surrender Value.

The Surrender Value of a Contract is the Contract Value, minus the annual
Contract fee and any applicable premium tax. We will determine the amount
surrendered or withdrawn as of the date we receive your request in Good Order at
the Annuities Service Center.

Certain surrenders and withdrawals may result in taxable income to you or other
tax consequences as described under "IX. Federal Tax Matters." Among other
things, if you make a full surrender or withdrawal from your Contract before you
reach age 59 1/2, a 10% penalty tax generally applies to any taxable portion of
the withdrawal.

We will deduct any withdrawal proportionally from each of your Investment
Options based on the value in each, unless you direct otherwise. When you take a
withdrawal, we deduct any applicable withdrawal charge as a percentage of the
total amount withdrawn. We take any applicable withdrawal charge from the amount
remaining in a Contract after we process the amount you request.

We reserve the right to terminate your Contract if the value of your Contract
becomes zero. You generally may not make any surrenders or withdrawals once we
begin making payments under an Annuity Option. FOR DECLARATION AND PATRIOT
VARIABLE ANNUITIES ONLY: if your "free withdrawal value" at any time is less
than $100, you must withdraw that amount in full, in a single sum, before you
make any other withdrawals.

Your request to surrender your Contract or to make a withdrawal becomes
effective at the close of the Business Day in which we receive it, in Good Order
at the Annuities Service Center. Each Business Day ends at the close of daytime
trading for the day on the New York Stock Exchange (usually 4:00 p.m. Eastern
Time). If we receive a request, in Good Order, after the close of a Business
Day, it will become effective at the end of the next Business Day.

We do not permit you to apply any amount less than your entire Contract Value to
the Annuity Options available under your Contract. If you want to use a part of
your Contract Value to purchase an immediate annuity contract, you must make a
withdrawal request, which will be subject to any applicable withdrawal charge.

We will pay the amount of any withdrawal from the Variable Investment Options
promptly, and in any event within seven days of receipt of the request, complete
with all necessary information, at our Annuities Service Center. We reserve the
right to defer the right of withdrawal or postpone payments for any period when:

      -     the New York Stock Exchange is closed (other than customary weekend
            and holiday closings);

      -     trading on the New York Stock Exchange is restricted;

      -     an emergency exists as determined by the SEC, as a result of which
            disposal of securities held in the Separate Account is not
            reasonably practicable or it is not reasonably practicable to
            determine the value of the Separate Account's net assets;

      -     pursuant to SEC rules, the Money Market Subaccount suspends payment
            of redemption proceeds in connection with a liquidation of the
            underlying Portfolio; or

      -     the SEC, by order, so permits for the protection of security
            holders.

      Applicable rules  and  regulations  of  the SEC shall govern as to whether
      trading  is  restricted  or  an  emergency  exists.

IMPACT OF DIVORCE. In the event that you and your spouse become divorced after
you purchase a Contract, we will treat any request to reduce or divide benefits
under a Contract as a request for a withdrawal of Contract Value. The
transaction may be subject to taxes and any applicable withdrawal charges. If
you determine to continue the remaining Contract, we will reduce the benefit
under any existing optional benefit Rider to the Contract in accordance with its
terms.

TAX CONSIDERATIONS. Withdrawals from the Contract may be subject to income tax
and a 10% penalty tax (see "IX. Federal Tax Matters"). Withdrawals are permitted
from Contracts issued in connection with Section 403(b) Qualified Plans only
under limited circumstances (see "IX. Federal Tax Matters" and the section
titled "Qualified Plan Types" in the SAI).

Signature Guarantee Requirements for Surrenders and Withdrawals
(Not applicable to Contracts issued in New Jersey)

We may require that you provide a signature guarantee on a surrender or
withdrawal request in the following circumstances:

      -     you are requesting that we mail the amount withdrawn to an alternate
            address; or

      -     you have changed your address within 30 days of the withdrawal
            request; or

      -     you are requesting a withdrawal in the amount of $250,000 or
            greater.

                                       20


We must receive the original signature guarantee on your withdrawal request. We
will not accept copies or faxes of a signature guarantee. You may obtain a
signature guarantee at most banks, financial institutions or credit unions. A
notarized signature is not the same as a signature guarantee and will not
satisfy this requirement. There may be circumstances, of which we are not
presently aware, in which we would not impose a signature guarantee on a
surrender or withdrawal as described above.

Nursing Home Waiver of Withdrawal Charge
(Applicable only to the Declaration and Patriot Variable Annuities)

If you own a Declaration or Patriot Contract, you have may purchased an optional
nursing home waiver of withdrawal charge Rider when you applied for your
Contract, as permitted by state law. If you purchased this Rider, we will waive
the withdrawal charges on any withdrawals, provided all the following conditions
apply:

      -     You become confined to a nursing home beginning at least 90 days
            after we issue your Contract.

      -     You remain in the nursing home for at least 90 consecutive days and
            receive skilled nursing care.

      -     We receive your request for a withdrawal and adequate proof of
            confinement no later than 90 days after discharge from the facility.

      -     Your confinement is prescribed by a doctor and medically necessary.

At the time of application, you could not purchase this Rider if (1) you were
older than 75 years at application or (2) in most states, if you were confined
to a nursing home within the past two years at application.

Waiver of Withdrawal Charge Rider
(Applicable only to Revolution Extra and Revolution Value Variable Annuities)

If you own a Revolution Extra or Revolution Value Contract, you may have
purchased an optional waiver of withdrawal charge Rider when you applied for
your Contract, as permitted by state law. The "covered persons" under the Rider
are the Owner and the Owner's spouse, unless the Owner is a trust. If the Owner
is a trust, the "covered persons" are the Annuitant and the Annuitant's spouse.

Under this Rider, we will waive withdrawal charges on any withdrawals, if all
the following conditions apply to a "covered person":

      -     a covered person becomes confined to a nursing home beginning at
            least 30 days after we issue your Contract;

      -     such covered person remains in the nursing home for at least 90
            consecutive days receiving nursing care; and

      -     the covered person's confinement is prescribed by a doctor and
            medically necessary because of a covered physical or mental
            impairment.

In addition, depending on your state, the Rider may also provide for a waiver of
withdrawal charges if a covered person has been diagnosed with a chronic,
critical or terminal illness to the extent so provided in the Rider.

At the time of application, you could not purchase this Rider: (1) if either of
the covered persons was older than 74 years at application or (2) in most
states, if either of the covered persons was confined to a nursing home within
the past two years at application.

There is a charge for this Rider, as set forth in the Fee Tables. This Rider
(and the related charges) will terminate on the Contract's Maturity Date, upon
your surrendering the Contract, or upon your written request that we terminate
it.

If you purchased this Rider:

      -     you and your immediate family will also have access to a national
            program designed to help the elderly maintain their independent
            living by providing advice about an array of eldercare services
            available to seniors; and

      -     you will have access to a list of long-term care providers in your
            area who provide special discounts to persons who belong to the
            national program.

You should carefully review the tax considerations for optional benefit Riders
under "IX. Federal Tax Matters." For a more complete description of the terms
and conditions of this benefit, you should refer directly to the Rider. We will
provide you with a copy on request. In certain marketing materials, this Rider
may be referred to as "CARESolutions."

There are or may be situations other than those described above or elsewhere in
the Prospectus (e.g., "Variations in Charges or Rates"), that merit waiver of
withdrawal charges, which we may consider on a case-by-case basis.

Systematic Withdrawal Plan

Our optional systematic withdrawal plan enables you to preauthorize periodic
withdrawals. If you elect this plan, we will withdraw a percentage or dollar
amount from your Contract on a monthly, quarterly, semiannual, or annual basis,
based upon your instructions. Unless otherwise directed, we will deduct the
requested amount from each applicable Investment Option in the ratio that the
value of each bears to the Contract Value. Each systematic withdrawal is subject
to any market value adjustment or withdrawal charge (WITHDRAWAL CHARGE NOT
APPLICABLE TO REVOLUTION ACCESS VARIABLE ANNUITIES) that would apply to an
otherwise comparable non-systematic withdrawal. See "How will the value of my
investment in the Contract change over time?" and "What fees and charges will be
deducted from my Contract?" The same tax consequences also generally will apply.

                                       21


You may cancel the systematic withdrawal plan at any time.

Telephone Withdrawals

If you complete a separate authorization form, you may make requests to withdraw
a portion of your Contract Value by telephone. We reserve the right to impose
maximum withdrawal amount and procedural requirements regarding this privilege.
For additional information regarding telephone procedures, see "IV. Basic
Information -- Telephone and Electronic Transactions" in this Prospectus.

WHAT HAPPENS IF THE OWNER OR ANNUITANT DIES BEFORE MY CONTRACT'S MATURITY DATE?

Death Benefits -- In General

The Contracts described in this Prospectus generally provide for distribution of
death benefits if you die before a Contract's Maturity Date. The minimum death
benefits provided under the Contracts differ, depending on when you purchased a
Contract, our maximum limits on death benefits at that time, the jurisdiction in
which we issued a Contract, and the age of the oldest Owner (or Annuitant) on
the date of issue. We may pay death benefits in some cases on the Annuitant's
death, instead of the Owner's death, if the Annuitant predeceases the Owner. In
addition, you may have purchased a Contract with an optional death benefit Rider
that will enhance the amount of death benefit. You should read your Contract
carefully to determine the minimum death benefit and any enhanced death benefit
payable during the Accumulation Period.

Distribution Requirements Following Death of Owner

If you did not purchase your Contract under a Qualified Plan (as that term is
used below), the Code requires that the following distribution provisions apply
if you die. We summarize these provisions (and the effect of spousal
continuation) below. If your Contract has joint Owners, these provisions apply
upon the death of the first to die.

If you die before annuity payments have begun:

      -     If the Contract's designated Beneficiary is your surviving spouse
            who falls within the definition of "spouse" under the federal
            Defense of Marriage Act, your spouse may continue the Contract as
            the new Owner without triggering adverse federal tax consequences.
            See "X. Other Information -- Spouse." In that case:

            -     under DECLARATION and PATRIOT Contracts, we will not pay a
                  death benefit but the total value of your Contract will equal
                  the death benefit that would have been payable, excluding
                  amounts payable under any optional benefit Riders; and

            -     under REVOLUTION ACCESS, REVOLUTION EXTRA and REVOLUTION VALUE
                  Contracts, we will not pay a death benefit but the total value
                  of your Contract will equal the death benefit that would have
                  been payable, including amounts payable under any optional
                  benefit Riders; and

            -     under PATRIOT, DECLARATION, REVOLUTION ACCESS, REVOLUTION
                  EXTRA and REVOLUTION VALUE Contracts, any additional amount
                  that we may credit to your Contract will be allocated to the
                  Investment Options in the same ratio as the investment
                  allocations held at the time of death and will not be subject
                  to any future surrender or withdrawal charges. If your spouse
                  makes any Additional Purchase Payments (and if there are any
                  unliquidated Purchase Payments at the time of your death),
                  however, they will be subject to future surrender or
                  withdrawal charges as provided in your Contract;

      -     if the Beneficiary is not your surviving spouse or if the
            Beneficiary is your surviving spouse but chooses not to continue the
            Contract, the "entire interest" (as discussed below) in a Contract
            on the date of your death must be:

            -     paid out in full within five years of your death; or

            -     where the Beneficiary is an individual, applied in full
                  towards the purchase of a life annuity on the Beneficiary, or
                  for a similar benefit payable over a period not extending
                  beyond the life expectancy of the Beneficiary, with payments
                  commencing within one year of your death.

Your "entire interest" in a REVOLUTION ACCESS, REVOLUTION EXTRA and REVOLUTION
VALUE Contract, as issued in most states, equals the standard death benefit (or
any enhanced death benefit) for the Contract on the date of your death. If an
Earnings Enhancement benefit Rider is then in force, the "entire interest" in
most states will also include any Earnings Enhancement death benefit amount that
may then be payable. Your "entire interest" in a DECLARATION or PATRIOT Contract
on the date of your death, if you are the last surviving Annuitant as well as
the Owner, equals the death benefit that then becomes payable. If you are the
Owner of a DECLARATION or PATRIOT Contract (or an owner of a REVOLUTION ACCESS,
REVOLUTION EXTRA or REVOLUTION VALUE Contract in certain states such as IL or
MN) but not the last surviving Annuitant, the "entire interest" equals:

      -     the surrender value if paid out in full within five years of your
            death; or

      -     where the Beneficiary is an individual, the total value of your
            Contract applied in full towards the purchase of a life annuity on
            the Beneficiary, or for a similar benefit payable over a period not
            extending beyond the life expectancy of the Beneficiary, with
            payments commencing within one year of your death.

YOU SHOULD REVIEW YOUR CONTRACT CAREFULLY TO DETERMINE THE "ENTIRE INTEREST"
THAT WILL BE DISTRIBUTED UPON AN OWNER'S DEATH.

IF YOU DIE ON OR AFTER ANNUITY PAYMENTS HAVE BEGUN, any remaining amount that we
owe must be paid out at least as rapidly as under the method of making annuity
payments that is then in use.

                                       22


We continue to assess the asset-based charges during this period, even though we
bear only the expense risk and not any mortality risk (see "IV. Basic
Information -- What fees and charges will be deducted from my Contract? --
Asset-Based Charges").

The Code imposes very similar distribution requirements on Contracts used to
fund tax qualified plans. We provide the required provisions for tax qualified
plans in separate disclosures and endorsements.

Death Benefits Following Death of Annuitant

Under DECLARATION and PATRIOT Contracts, if the Annuitant dies before your
Contract's date of maturity, we will pay a standard death benefit, unless you
have elected an enhanced death benefit Rider. Under REVOLUTION ACCESS,
REVOLUTION EXTRA and REVOLUTION VALUE Contracts, our payment of the "standard"
death benefit, and any enhanced death benefits, depends on the form of ownership
and whether there is one Annuitant or joint Annuitants:

      -     If your Contract is owned by a single natural person and has a
            single Annuitant, the death benefit is payable on the earlier of the
            Owner's death and the Annuitant's death.

      -     If your Contract is owned by a single natural person and has joint
            Annuitants, the death benefit is payable on the earliest of the
            Owner's death (whether or not the Owner is also an Annuitant) and
            the last Annuitant's death.

      -     If your Contract is owned by joint Owners and has a single
            Annuitant, the death benefit is payable on the earliest of the first
            Owner's death (whether or not the Owner is also an Annuitant) and
            the Annuitant's death.

      -     If your Contract is owned by joint Owners and has joint Annuitants,
            the death benefit is payable on the earliest of the first Owner's
            death (whether or not the Owner is also an Annuitant) and the last
            Annuitant's death.

In certain states, such as IL and MN, the death benefit under REVOLUTION ACCESS,
REVOLUTION EXTRA and REVOLUTION VALUE Contracts is payable only upon an
Annuitant's death. YOU SHOULD REVIEW YOUR CONTRACT CAREFULLY TO DETERMINE WHEN A
"STANDARD" DEATH BENEFIT IS PAYABLE.

If your PATRIOT, DECLARATION, REVOLUTION ACCESS, REVOLUTION EXTRA or REVOLUTION
VALUE Contract has joint Owners, each Owner will automatically be deemed to be
the Beneficiary of the other. This means that any death benefit payable upon the
death of one owner will be paid to the other owner. In that case, any other
Beneficiary you have named would receive the death benefit only if neither joint
owner remains alive at the time the death benefit becomes payable.

Standard Death Benefit

The standard death benefit under Declaration, Patriot, Revolution Access,
Revolution Extra and Revolution Value Contracts is the greater of:

      -     the total value of your Contract, adjusted by any then-applicable
            market value adjustment; or

      -     the total amount of Purchase Payments made, minus any withdrawals
            and related withdrawal charges.

Enhanced Death Benefit Riders

We offered several optional death benefit Riders under DECLARATION, PATRIOT,
REVOLUTION ACCESS, REVOLUTION EXTRA and REVOLUTION VALUE Contracts that,
depending on state availability and our underwriting rules, were available to
you at the time you purchased your Contract. For an extra fee, these optional
death benefit Riders may enhance the standard death benefit payable under your
Contract, subject to the terms and limitations contained in the Rider.

Under DECLARATION and PATRIOT Contracts, we offered a "Stepped-Up" death benefit
Rider and an "Accidental Death Benefit" Rider to applicants under age 80 at the
time of purchase. Under REVOLUTION ACCESS, REVOLUTION EXTRA and REVOLUTION VALUE
Contracts, we offered an "Enhanced" death benefit Rider if each owner and each
Annuitant was under age 80 at the time of purchase. We also offered an "Earnings
Enhancement" death benefit Rider to purchasers of REVOLUTION ACCESS, REVOLUTION
EXTRA and REVOLUTION VALUE Contracts if each Owner and each Annuitant was under
age 75 at the time of purchase. The "Earnings Enhancement" death benefit Rider
was not available, however, to Contracts issued in connection with tax-qualified
plans.

We provide a general description of each of these Riders in Appendix C to this
Prospectus.

Calculation and Payment of Death Benefit Value

We calculate the death benefit value as of the day we receive, in proper order
at the Annuities Service Center:

      -     proof of death before the Contract's date of maturity; and

      -     any required instructions as to method of settlement.

                                       23


We will generally pay the death benefit in a "lump sum" under our current
administrative procedures to the Beneficiary you chose, unless:

      -     the death benefit is payable because of the Owner's death, the
            designated Beneficiary is the Owner's spouse, and he or she elects
            to continue the Contract in force; or

      -     an optional method of settlement is in effect. If you have not
            elected an optional method of settlement, the Beneficiary may do so.
            However, if the death benefit is less than the minimum stated in
            your Contract (in most states, $5,000), we will pay it in a lump
            sum, regardless of any election. You can find more information about
            optional methods of settlement under "Annuity Options."

We will pay the death benefit within seven calendar days of the date that we
determine the amount of the death benefit, subject to postponement under the
same circumstances for which payment of withdrawals may be postponed (see "IV.
Basic Information -- How can I withdraw money from my Contract?").
Beneficiaries who opt for a lump sum payout of their portion of the death
benefit may choose to receive the funds either in a single check or wire
transfer or in a John Hancock Safe Access Account ("JHSAA"). Similar to a
checking account, the JHSAA provides the Beneficiary access to the payout funds
via a checkbook, and account funds earn interest at a variable interest rate.
Any interest paid may be taxable. The Beneficiary can obtain the remaining death
benefit proceeds in a single sum at any time by cashing one check for the entire
amount. Note, however, that a JHSAA is not a true checking account, but is
solely a means of distributing the death benefit. The Beneficiary can only make
withdrawals, and not deposits. The JHSAA is part of our general account; it is
not a bank account and it is not insured by the FDIC or any other government
agency. As part of our general account, it is subject to the claims of our
creditors. We receive a benefit from all amounts left in the JHSAA.

You can find more information about optional methods of settlement under
"Annuity Options."

WHAT OTHER OPTIONAL BENEFITS MAY HAVE BEEN AVAILABLE TO ME UNDER A CONTRACT?
(APPLICABLE ONLY TO REVOLUTION ACCESS, REVOLUTION EXTRA AND REVOLUTION VALUE
VARIABLE ANNUITIES)

Accumulated Value Enhancement Benefit

If you elected this benefit when you purchased a Contract, we will make a
contribution to the total value of the Contract on a monthly basis if the
covered person (who must be an Owner and the Annuitant):

      -     is unable to perform at least 2 activities of daily living without
            human assistance or has a cognitive impairment; and

      -     is receiving certain qualified services described in the Rider.

The amount of the contribution (called the "Monthly Benefit") is shown in the
specifications page of the Contract. However, the benefit contains an inflation
protection feature that will increase the Monthly Benefit by 5% each year after
the 7th Contract Year. The specifications page of the Contract also contains a
limit on how much the total value of the Contract can be increased by this
benefit (the "benefit limit"). The Rider must be in effect for 7 years before
any increase will occur.

You could only elect this benefit when you applied for the Contract, if it was
then available in your state. Under our current administrative rules, the
Monthly Benefit (without regard to the inflation protection feature) is
equivalent to 1% of your initial Purchase Payment, up to a maximum Purchase
Payment of $300,000. We may reduce this $300,000 limit further, however, if you
own additional annuity contracts issued by John Hancock USA and its affiliates
that provide a similar benefit. The $300,000 limit applies only to the
calculation of the Monthly Benefit under the accumulated value enhancement
Rider. (See "Limits on Purchase Payments" for a general description of other
Purchase Payment limits under the Contract).

You could not have elected this Rider unless you also elected the waiver of
withdrawal charge Rider. There is a monthly charge for this benefit as described
in the Fee Tables.

The Rider will terminate if the Contract terminates, if the covered person dies,
if the benefit limit is reached, if the Owner is the covered person and the
ownership of the Contract changes, or if, before annuity payments start, the
total value of the Contract falls below an amount equal to 25% of your initial
Purchase Payment. You may cancel the Rider by written notice at any time. The
Rider charge will terminate when the Rider terminates.

If you choose to continue the Rider after the Contract's Maturity Date, charges
for the Rider will be deducted from annuity payments and any Monthly Benefit for
which the covered person qualifies will be added to the next annuity payment.

In certain marketing materials, this Rider may have been referred to as
"CARESolutions Plus."

You should carefully review the tax considerations for optional benefit Riders
under "IX. Federal Tax Matters" in this Prospectus.

                                       24


Guaranteed Retirement Income Benefit

CONTRACTS ISSUED BEFORE MAY 1, 2004 MAY HAVE BEEN ISSUED WITH GUARANTEED
RETIREMENT INCOME BENEFIT RIDER:

If you elected this benefit, we will guarantee the amount of annuity payments
you receive, if the following conditions are satisfied:

      -     The Maturity Date must be within the 30 day period following a
            Contract Anniversary.

      -     If the Annuitant was age 45 or older on the date of issue, the
            Contract must have been in effect for at least 10 Contract Years on
            the Maturity Date and the Maturity Date must be on or after the
            Annuitant's 60th birthday and on or before the Annuitant's 90th
            birthday.

      -     If the Annuitant was less than age 45 on the date of issue, the
            Contract must have been in effect for at least 15 Contract Years on
            the Maturity Date and the Maturity Date must be on or before the
            Annuitant's 90th birthday.

If your Contract was issued with this Rider, you need not choose to receive the
guaranteed income benefit that it provides. Rather, unless and until such time
as you exercise your option to receive a guaranteed income benefit under this
Rider, you will continue to have the option of exercising any other right or
option that you would have under the Contract (including withdrawal and annuity
payment options) if the Rider had not been added to it.

If you decided to add this Rider to your Contract, and if you ultimately decide
to take advantage of the guaranteed income it provides, we will automatically
provide that guaranteed income in the form of fixed payments under our "Option
A: Life Annuity with Payments for a Guaranteed Period" described below under
"Annuity Options." The guaranteed period will automatically be a number of years
that the Rider specifies, based on the Annuitant's age at the annuity date and
whether your Contract is purchased in connection with a tax-qualified plan.
(These specified periods range from 5 to 10 years.) You will have no discretion
to vary this form of payment, if you choose the guaranteed income benefit under
this Rider.

We guarantee that the amount you can apply to this annuity payment option will
be at least equal to the amount of each Purchase Payment you have paid,
accumulated at the rate(s) specified in the Contract, but adjusted for any
withdrawals you have taken. The accumulation rates differ between (a) Contract
Value allocated to a Fixed Investment Option or Money Market Investment Option
(currently 4%) and (b) Contract Value allocated to all other Variable Investment
Options (currently 5%). Withdrawals reduce the accumulated amount in direct
proportion to the percentage of Contract Value that was reduced by the
withdrawal (including any withdrawal charges). After a withdrawal, the
accumulation rate(s) will only be applied to the remaining accumulated amount.
If your total Contract Value is higher than the amount we guarantee, we will
apply the higher amount to the annuity payment option instead of the guaranteed
amount.

There is a monthly charge for this Rider as described in the Fee Tables. The
Rider (and the related charges) automatically terminate if your Contract is
surrendered or the Annuitant dies. After you've held your Contract for 10 years,
you can terminate the Rider by written request.

CAN I RETURN MY CONTRACT?

In most cases, you had the right to cancel your Contract within 10 days (or
longer in some states) after you received it. To have canceled your Contract,
you would have delivered or mailed it to us or to the JHVLICO representative who
delivered the Contract to you.

In most states, you would have received a refund equal to the total value of
your Contract on the date of cancellation, minus the extra credit deduction
(APPLICABLE ONLY TO REVOLUTION EXTRA VARIABLE ANNUITY CONTRACTS, as defined
below), adjusted by any then-applicable market value adjustments and increased
by any charges for premium taxes deducted by us to that date. In some states, or
during the first 7 days of the right to review period if your Contract was
issued as an IRA, you would have received a refund of all Purchase Payments
during the first seven days of the right to review period, if that amount were
greater than the amount otherwise payable. The date of cancellation would have
been the date we received the Contract.

The "extra credit deduction" is equal to the lesser of (1) the portion of the
total value of your Contract that is attributable to any extra credits and (2)
the amount of all extra credits. Thus, you would have received any gain and we
would have borne any loss on extra credits if you returned your Contract within
the time period specified above.

WILL I RECEIVE A TRANSACTION CONFIRMATION?

We will send you a confirmation statement for certain transactions in your
Investment Accounts. You should carefully review these transaction confirmations
to verify their accuracy. You should immediately report any mistakes to our
Annuities Service Center (at the address or phone number shown on the first page
of this Prospectus). If you fail to notify our Annuities Service Center of any
mistake within 60 days of the delivery of the transaction confirmation, you will
be deemed to have ratified the transaction. Please contact the John Hancock
Annuities Service Center at the applicable telephone number or Internet address
shown on the first page of this Prospectus for more information on electronic
transactions.

                                       25


    V. General Information about Us, the Separate Account and the Portfolios

THE COMPANY

We are a stock life insurance company originally organized under the laws of
Maine on August 20, 1955 by a special act of the Maine legislature. We
redomesticated under the laws of Michigan on December 30, 1992. We are
authorized to transact life insurance and annuity business in all states (except
New York), the District of Columbia, Guam, Puerto Rico and the Virgin Islands.
Our principal office is located at 601 Congress Street, Boston, Massachusetts
02210-2805. We also have an Annuities Service Center at 164 Corporate Drive,
Portsmouth, New Hampshire 03801-6815.

Our ultimate parent is Manulife Financial Corporation, a publicly traded
company, based in Toronto, Canada. Manulife Financial Corporation is the holding
company of The Manufacturers Life Insurance Company and its subsidiaries,
collectively known as Manulife Financial. The Company changed its name to John
Hancock Life Insurance Company (U.S.A.) on January 1, 2005 following Manulife
Financial Corporation's acquisition of John Hancock Financial Services, Inc.

The Company incurs obligations under the Contract to guarantee amounts in
addition to your Contract Value, and investors must depend on the financial
strength of the Company for satisfaction of the Company's obligations such as
the death benefit and fixed annuity options. You should be aware that, unlike
the Separate Account, the Company's general account is not segregated or
insulated from the claims of the Company's creditors. The general account
consists of securities and other investments that may decline in value during
periods of adverse market conditions. The Company's financial statements
contained in the SAI include a further discussion of risks inherent within the
Company's general account investments.

THE SEPARATE ACCOUNT

We use our Separate Account to support the Variable Investment Options you
choose.

Effective December 31, 2009, we entered into a merger agreement with John
Hancock Life Insurance Company ("JHLICO") and John Hancock Variable Life
Insurance Company ("JHVLICO") and assumed legal ownership of all of the assets
of JHLICO and JHVLICO, including those assets related to the John Hancock Life
Insurance Company (U.S.A.) Separate Account T (formerly John Hancock Variable
Annuity Account JF). Effective at the time of the merger, we became the
depositor of John Hancock Life Insurance Company (U.S.A.) Separate Account T.

Except for the succession of John Hancock USA as the depositor for the Separate
Account and to the liabilities and obligations arising under the Contracts, the
merger did not affect the Separate Account or any provisions of, any rights and
obligations under, or any of your allocations among investment options under,
the Contracts. We will continue to administer and service inforce contracts of
JHLICO and JHVLICO in all jurisdictions where issued and will assume the direct
responsibility for the payment of all claims and benefits and other obligations
under these contracts.

You do not invest directly in the Portfolios made available under the Contract.
When you direct or transfer money to a Variable Investment Option, we will
purchase shares of a corresponding Portfolio through John Hancock Life Insurance
Company (U.S.A.) Separate Account T. We hold the Portfolio's shares in a
"Subaccount" (usually with a name similar to that of the corresponding
Portfolio).

The Company established John Hancock Life Insurance Company (U.S.A.) Separate
Account T under Massachusetts law. The Separate Account's assets, including the
Portfolios' shares, belong to John Hancock USA. Each Contract provides that
amounts we hold in the Separate Account pursuant to the Contract cannot be
reached by any other persons who may have claims against the Company.

The income, gains and losses, whether or not realized, from assets of the
Separate Account are credited to or charged against the Separate Account without
regard to our other income, gains, or losses. Nevertheless, all obligations
arising under the Contracts are general corporate obligations of the Company.
Assets of our Separate Accounts may not be charged with liabilities arising out
of any of our other business.

We reserve the right, subject to compliance with applicable law, to add other
Subaccounts, eliminate existing Subaccounts, combine Subaccounts or transfer
assets in one Subaccount to another Subaccount that we, or an affiliated
company, may establish. We will not eliminate existing Subaccounts or combine
Subaccounts without the prior approval of the appropriate state and/or federal
regulatory authorities.

We registered the Separate Account with the SEC under the Investment Company Act
of 1940, as amended (the "1940 Act") as a unit investment trust. Registration
under the 1940 Act does not involve supervision by the SEC of the management or
investment policies or practices of the Separate Account. If we determine that
it would be in the best interests of persons having voting rights under the
Contracts, the Separate Account may be operated as a management investment
company under the 1940 Act or it may be deregistered if 1940 Act registration
were no longer required.

                                       26


THE PORTFOLIOS

When you select a Variable Investment Option, we invest your money in a
Subaccount of our Separate Account and it invests in NAV shares of a
corresponding Portfolio of John Hancock Variable Insurance Trust.

THE PORTFOLIOS IN THE SEPARATE ACCOUNT ARE NOT PUBLICLY TRADED MUTUAL FUNDS. The
Portfolios are only available to you as Investment Options in the Contracts or,
in some cases, through other variable annuity contracts or variable life
insurance policies issued by us or by other life insurance companies. In some
cases, the Portfolios also may be available through participation in certain
tax-qualified pension, retirement or college savings plans.

Investment Management

The Portfolios' investment advisers and managers may manage publicly traded
mutual funds with similar names and investment objectives. However, the
Portfolios are NOT directly related to any publicly traded mutual fund. You
should not compare the performance of any Portfolio described in this Prospectus
with the performance of a publicly traded mutual fund. THE PERFORMANCE OF ANY
PUBLICLY TRADED MUTUAL FUND COULD DIFFER SUBSTANTIALLY FROM THAT OF ANY OF THE
PORTFOLIOS HELD IN OUR SEPARATE ACCOUNT.

In selecting the Portfolios that will be available as Investment Options under
the Contract or its optional benefit Riders, we may establish requirements that
are intended, among other things, to mitigate market price and interest rate
risk for compatibility with our obligations to pay guarantees and benefits under
the Contract and its optional benefit Riders. We seek to make available
Investment Options that use strategies that are intended to lower potential
volatility, including, but not limited to, strategies that: encourage
diversification in asset classes and style; combine equity exposure with
exposure to fixed income securities; and allow us to effectively and efficiently
manage our exposure under the Contracts and optional benefit Riders. The
requirements we impose may increase a Portfolio's transaction costs or otherwise
affect both the performance and the availability of Investment Options under the
Contract and optional benefit Riders.

The John Hancock Variable Insurance Trust is a so-called "series" type mutual
fund and is registered under the 1940 Act as an open-end management investment
company. John Hancock Investment Management Services, LLC ("JHIMS LLC") provides
investment advisory services to the John Hancock Variable Insurance Trust and
receives investment management fees for doing so. JHIMS LLC pays a portion of
its investment management fees to other firms that manage the John Hancock
Variable Insurance Trust's Portfolios (i.e., subadvisers). JHIMS LLC is our
affiliate and we indirectly benefit from any investment management fees JHIMS
LLC retains.

The John Hancock Variable Insurance Trust has obtained an order from the SEC
permitting JHIMS LLC, subject to approval by the Board of Trustees, to change a
subadviser for a Portfolio or the fees paid to subadvisers and to enter into new
subadvisory agreements from time to time without the expense and delay
associated with obtaining shareholder approval of the change. This order does
not, however, permit JHIMS LLC to appoint a subadviser that is an affiliate of
JHIMS LLC or the John Hancock Variable Insurance Trust (other than by reason of
serving as subadviser to a Portfolio) (an "Affiliated Subadviser") or to change
a subadvisory fee of an Affiliated Subadviser without the approval of
shareholders.

If shares of a Portfolio are no longer available for investment or in our
judgment investment in a Portfolio becomes inappropriate, we may eliminate the
shares of a Portfolio and substitute shares of another Portfolio, or of another
open-end registered investment company. A substitution may be made with respect
to both existing investments and the investment of future Purchase Payments.
However, we will make no such substitution without first notifying you and
obtaining approval of the SEC (to the extent required by the 1940 Act).

Portfolio Expenses

The table in the Fee Tables section of the Prospectus shows the investment
management fees and other operating expenses for these Portfolio shares as a
percentage (rounded to two decimal places) of each Portfolio's average daily net
assets for 2010, except as indicated in the footnotes appearing at the end of
the table. Fees and expenses of the Portfolios are not fixed or specified under
the terms of the Contracts and may vary from year to year. These fees and
expenses differ for each Portfolio and reduce the investment return of each
Portfolio. Therefore, they also indirectly reduce the return you will earn on
any Separate Account Investment Options you select.

The Portfolios pay us or certain of our affiliates compensation for some of the
distribution, administrative, shareholder support, marketing and other services
we or our affiliates provide to the Portfolios. The amount of this compensation
is based on a percentage of the assets of the Portfolios attributable to the
variable insurance products that we and our affiliates issue. These percentages
may differ from Portfolio to Portfolio and among classes of shares within a
Portfolio. Compensation payments may be made by a Portfolio's investment adviser
or its affiliates. None of these compensation payments results in any charge to
you in addition to what is shown in the Total Annual Portfolio Operating
Expenses table.

                                       27


Fund of Funds

The John Hancock Variable Insurance Trust's Lifestyle Balanced Trust is a "fund
of funds" that invests in other underlying mutual funds. Expenses for a fund of
funds may be higher than those for other Portfolios because a fund of funds
bears its own expenses and indirectly bears its proportionate share of expenses
of the underlying portfolios in which it invests. The prospectus for the John
Hancock Variable Insurance Trust's Lifestyle Balanced Trust contains a
description of the underlying portfolios for that Portfolio, including expenses
of the Portfolio, associated investment risks, and deductions from and expenses
paid out of the assets of the Portfolio. JHIMS LLC retains QS Investors, LLC to
provide direct subadvisory consulting services in its management of the
Lifestyle Balanced Portfolio.

The John Hancock Variable Insurance Trust has adopted a policy to post holdings
of the John Hancock Variable Insurance Trust's Lifestyle Balanced Trust in other
portfolios on a website within 30 days after each calendar quarter end and
within 30 days after any material changes are made to the holdings of the John
Hancock Variable Insurance Trust's Lifestyle Balanced Trust. In addition, the
ten largest holdings of John Hancock Variable Insurance Trust's Lifestyle
Balanced Trust will be posted to the website 30 days after each calendar quarter
end. Please read the SAI for additional details about information posted to the
website.

Portfolio Investment Objectives and Strategies

You bear the investment risk of any Portfolio you choose as a Variable
Investment Option for your Contract. The following table contains a general
description of the Portfolios that we make available under the Contracts. You
can find a full description of each Portfolio, including the investment
objectives, policies and restrictions of, and the risks relating to, investment
in the Portfolio in the prospectus for that Portfolio. YOU CAN OBTAIN A COPY OF
A PORTFOLIO'S PROSPECTUS, WITHOUT CHARGE, BY CONTACTING US AT THE ANNUITIES
SERVICE CENTER SHOWN ON THE FIRST PAGE OF THIS PROSPECTUS. YOU SHOULD READ THE
PORTFOLIO'S PROSPECTUS CAREFULLY BEFORE INVESTING IN THE CORRESPONDING VARIABLE
INVESTMENT OPTION.



                                    JOHN HANCOCK VARIABLE ANNUITY TRUST
         We show the Portfolio's manager (i.e., subadviser) in bold above the name of the Portfolio
                           and we list the Portfolios alphabetically by manager.                                  AVAILABLE IN:
                                                                                                        
DAVIS SELECTED ADVISERS, L.P.
     Financial Services Trust                Seeks growth of capital. To do this, the Portfolio invests       Revolution Access
                                             at least 80% of its net assets in common stocks of companies     Revolution Extra
                                             that are principally engaged in financial services.              Revolution Value
                                                                                                              Patriot
                                                                                                              Declaration

DECLARATION MANAGEMENT & RESEARCH LLC
     Total Bond Market Trust B               Seeks to track the performance of the Barclays Capital U.S.      Revolution Access
                                             Aggregate Bond Index (which represents the U.S. investment       Revolution Extra
                                             grade bond market). To do this, the Portfolio invests at         Revolution Value
                                             least 80% of its net assets in securities listed in the          Patriot
                                             Barclays Capital U.S. Aggregate Bond Index.

DECLARATION MANAGEMENT & RESEARCH LLC AND JOHN HANCOCK ASSET MANAGEMENT A DIVISION OF MANULIFE ASSET MANAGEMENT (US) LLC (1)
     Active Bond Trust                       Seeks income and capital appreciation. To do this, the           Revolution Access
                                             Portfolio invests at least 80% of its net assets in a            Revolution Extra
                                             diversified mix of debt securities and instruments with          Revolution Value
                                             maturity durations of approximately 4 to 6 years.                Patriot
                                                                                                              Declaration

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. ("DIMA")
     Real Estate Securities Trust (2)        Seeks to achieve a combination of long-term capital              Revolution Access
                                             appreciation and current income. To do this, the Portfolio       Revolution Extra
                                             invests at least 80% of its net assets in equity securities      Revolution Value
                                             of real estate investment trusts ("REITs") and real estate       Patriot
                                             companies.

JENNISON ASSOCIATES LLC
     Capital Appreciation Trust              Seeks long-term growth of capital. To do this, the Portfolio     Revolution Access
                                             invests at least 65% of its total assets in equity and           Revolution Extra
                                             equity-related securities of companies that exceed $1            Revolution Value
                                             billion in capitalization and are attractively valued and        Patriot
                                             have above-average growth prospects.


                                       28




                                    JOHN HANCOCK VARIABLE ANNUITY TRUST
         We show the Portfolio's manager (i.e., subadviser) in bold above the name of the Portfolio
                           and we list the Portfolios alphabetically by manager.                                 AVAILABLE IN:
                                                                                                        
JOHN HANCOCK ASSET MANAGEMENT A DIVISION OF MANULIFE ASSET MANAGEMENT (US) LLC
     Optimized All Cap Trust                 Seeks long-term growth of capital. To do this, the Portfolio     Revolution Access
                                             invests at least 65% of its total assets in equity               Revolution Extra
                                             securities of large-, mid- and small-cap U.S. companies with     Revolution Value
                                             strong industry position, leading market share, proven           Patriot
                                             management or strong financials.                                 Declaration

     Short Term Government Income Trust      Seeks a high level of current income consistent with             Revolution Access
                                             preservation of capital. Maintaining a stable share price is     Revolution Extra
                                             a secondary goal. To do this, the Portfolio invests at least     Revolution Value
                                             80% of its net assets in obligations issued or guaranteed by     Patriot
                                             the U.S. government or its agencies, authorities, or
                                             instrumentalities. Under normal circumstances, the
                                             Portfolio's effective duration is no more than 3 years.

JOHN HANCOCK ASSET MANAGEMENT (NORTH AMERICA) A DIVISION OF MANULIFE ASSET MANAGEMENT (US) LLC
     500 Index Trust B                       Seeks to approximate the aggregate total return of a             Revolution Access
                                             broad-based U.S. domestic equity market index. To do this,       Revolution Extra
                                             the Portfolio invests at least 80% of its net assets in the      Revolution Value
                                             common stocks in the S&P 500(R) Index and securities that as     Patriot
                                             a group will behave in a manner similar to the Index. (3)        Declaration

     Mid Cap Index Trust                     Seeks to approximate the aggregate total return of a mid cap     Revolution Access
                                             U.S. domestic equity market index. To do this, the Portfolio     Revolution Extra
                                             invests at least 80% of its net assets in the common stocks      Revolution Value
                                             in the S&P MidCap 400(R) Index (3) and securities that as a
                                             group behave in a manner similar to the Index.

     Money Market Trust B                    Seeks to obtain maximum current income consistent with           Revolution Access
                                             preservation of principal and liquidity. To do this, the         Revolution Extra
                                             Portfolio invests in high quality, U.S. dollar                   Revolution Value
                                             denominated money market instruments.                            Patriot
                                                                                                              Declaration

                                             Note: Although the Money Market Portfolio seeks to preserve
                                             the principal value of your investment, it is possible to
                                             lose money by investing in this Investment Option. For
                                             example, the Money Market Portfolio could lose money if a
                                             security purchased by the Portfolio is downgraded, and the
                                             Portfolio must sell the security at less than the original
                                             cost of the security. Also, the returns of the Money Market
                                             Subaccount in your Contract may become extremely low or
                                             possibly negative whenever the net income earned, if any, by
                                             the underlying Money Market Portfolio is not sufficient to
                                             offset the Contract's expense deductions.

     Small Cap Index Trust (4)               Seeks to approximate the aggregate total return of a small       Revolution Access
                                             cap U.S. domestic equity market index. To do this, the           Revolution Extra
                                             Portfolio invests at least 80% of its net assets in the          Revolution Value
                                             common stocks in the Russell 2000(R) Index(5) and securities
                                             that will as a group behave in a manner similar to the Index.

     Total Stock Market Index Trust          Seeks to approximate the aggregate total return of a             Revolution Access
                                             broad-based U.S. domestic equity market index. To do this,       Revolution Extra
                                             the Portfolio invests at least 80% of its net assets in the      Revolution Value
                                             common stocks in the Wilshire 5000(R) Total Market Index(6)
                                             and securities that as a group will behave in a manner
                                             similar to the Index.


                                       29




                                    JOHN HANCOCK VARIABLE ANNUITY TRUST
         We show the Portfolio's manager (i.e., subadviser) in bold above the name of the Portfolio
                           and we list the Portfolios alphabetically by manager.                                 AVAILABLE IN:
                                                                                                        
JOHN HANCOCK ASSET MANAGEMENT A DIVISION OF MANULIFE ASSET MANAGEMENT (US) LLC AND JOHN HANCOCK ASSET MANAGEMENT (NORTH AMERICA) A
DIVISION OF MANULIFE ASSET MANAGEMENT (NORTH AMERICA) LIMITED
     Lifestyle Balanced Trust                Seeks a balance between a high level of current income and       Revolution Access
                                             growth of capital, with a greater emphasis on growth of          Revolution Extra
                                             capital. The Portfolio operates as a fund of funds and           Revolution Value
                                             normally invests approximately 50% of its assets in              Patriot
                                             portfolios that invest primarily in equity securities, and
                                             approximately 50% in portfolios which invest primarily in
                                             fixed-income securities.

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
     Global Bond Trust                       Seeks maximum total return, consistent with preservation of      Revolution Access
                                             capital and prudent investment management. To do this, the       Revolution Extra
                                             Portfolio invests at least 80% of its net assets in              Revolution Value
                                             fixed-income instruments that are economically tied to at        Patriot
                                             least three countries (one of which may be the U.S.), which
                                             may be represented by futures contracts and options on such
                                             securities.

     Total Return Trust                      Seeks maximum total return, consistent with preservation of      Revolution Access
                                             capital and prudent investment management. To do this, the       Revolution Extra
                                             Portfolio invests at least 65% of its total assets in a          Revolution Value
                                             diversified portfolio of fixed-income instruments of varying
                                             maturities, which may be represented by forwards or
                                             derivatives.

SSGA FUNDS MANAGEMENT, INC.
     International Equity Index Trust B      Seeks to track the performance of a broad-based equity index     Revolution Access
                                             of foreign companies primarily in developed countries and,       Revolution Extra
                                             to a lesser extent, in emerging markets. To do this, the         Revolution Value
                                             Portfolio invests at least 80% of its assets in securities       Patriot
                                             listed in the Morgan Stanley Capital International All
                                             Country World Excluding U.S. Index,(7) or American
                                             Depository Receipts or Global Depository Receipts
                                             representing such securities.

T. ROWE PRICE ASSOCIATES, INC.
     Blue Chip Growth Trust                  Seeks to provide long-term growth of capital. Current income     Revolution Access
                                             is a secondary objective. To do this, the Portfolio invests      Revolution Extra
                                             at least 80% of its net assets in the common stocks of large     Revolution Value
                                             and medium-sized blue chip growth companies that are well        Patriot
                                             established in their industries and have the potential for
                                             above-average earnings growth.

     Equity-Income Trust                     Seeks to provide substantial dividend income and also            Revolution Access
                                             long-term growth of capital. To do this, the Portfolio           Revolution Extra
                                             invests at least 80% of its net assets in equity securities,     Revolution Value
                                             with at least 65% in common stocks of well-established           Patriot
                                             companies paying above-average dividends.

     Health Sciences Trust                   Seeks long-term capital appreciation. To do this, the            Revolution Access
                                             Portfolio invests at least 80% of its net assets in common       Revolution Extra
                                             stocks of companies engaged in the research, development,        Revolution Value
                                             production, or distribution of products or services related
                                             to health care, medicine, or the life sciences.

     Mid Value Trust                         Seek long-term capital appreciation. To do this, the             Revolution Access
                                             Portfolio invests at least 80% of its net assets in              Revolution Extra
                                             companies with market capitalizations that are within the        Revolution Value
                                             S&P Midcap 400(R) Index(3) or the Russell Midcap(R) Value        Patriot
                                             Index (5).


                                       30




                                    JOHN HANCOCK VARIABLE ANNUITY TRUST
         We show the Portfolio's manager (i.e., subadviser) in bold above the name of the Portfolio
                           and we list the Portfolios alphabetically by manager.                                 AVAILABLE IN:
                                                                                                        
TEMPLETON INVESTMENT COUNSEL, LLC
     International Value Trust (8)           Seeks long-term growth of capital. To do this, the Portfolio     Revolution Access
                                             invests at least 85% of its net assets in foreign (non-U.S.)     Revolution Extra
                                             equity securities.                                               Revolution Value
                                                                                                              Patriot
                                                                                                              Declaration

WELLINGTON MANAGEMENT COMPANY, LLP
     Mid Cap Stock Trust                     Seeks long-term growth of capital. To do this, the Portfolio     Revolution Access
                                             invests at least 80% of its net assets in equity securities      Revolution Extra
                                             of medium-sized companies with significant capital               Revolution Value
                                             appreciation potential.

     Small Cap Growth Trust                  Seeks long-term capital appreciation. To do this, the            Revolution Access
                                             Portfolio invests at least 80% of its net assets in              Revolution Extra
                                             small-cap companies that are believed to offer above-average     Revolution Value
                                             potential for growth in revenues and earnings.                   Patriot
                                                                                                              Declaration

     Small Cap Value Trust                   Seeks long-term capital appreciation. To do this, the            Revolution Access
                                             Portfolio invests at least 80% of its net assets in              Revolution Extra
                                             small-cap companies that are believed to be undervalued.         Revolution Value

WESTERN ASSET MANAGEMENT COMPANY
     High Yield Trust (9)                    Seeks to realize an above-average total return over a market     Revolution Access
                                             cycle of three to five years, consistent with reasonable         Revolution Extra
                                             risk. To do this, the Portfolio invests at least 80% of its      Revolution Value
                                             net assets in high yield securities, including corporate         Patriot
                                             bonds, preferred stocks, U.S. government and foreign
                                             securities, mortgage-backed securities, loan assignments or
                                             participations, and convertible securities.


(1)   The Active Bond Trust is subadvised by Declaration Management & Research
      LLC and MFC Global Investment Management (U.S.), LLC., with each
      subadviser subadvising approximately one half of the assets of the
      Portfolio. Since the Portfolio is only rebalanced periodically, the actual
      percentage of the Portfolio managed by each subadviser will vary.

(2)   RREEF America L.L.C. provides sub-subadvisory services to DIMA in its
      management of the All Cap Core Trust and the Real Estate Securities Trust.

(3)   "Standard & Poor's(R)," "S&P 500(R)," and "S&P Midcap 400(R)" are
      trademarks of The McGraw-Hill Companies, Inc. None of the Index Trusts are
      sponsored, endorsed, managed, advised, sold or promoted by any of these
      companies, and none of these companies make any representation regarding
      the advisability of investing in the Trust. As of February 28, 2011, the
      market capitalizations of companies included in the S&P 500(R) ranged from
      $1.5 billion to $425.9 billion, and as of February 28, 2011, the market
      capitalizations of companies included in the S&P Midcap 400(R) Index
      ranged from $703 million to $9.9 billion.

(4)   The Small Cap Index Trust is not available for Contracts issued after
      April 30, 2003.

(5)   "Russell 2000(R)" and "Russell Midcap(R) Value are trademarks of Frank
      Russell Company. None of the Index Trusts are sponsored, endorsed,
      managed, advised, sold or promoted by the Frank Russell Company, nor does
      Frank Russell Company make any representation regarding the advisability
      of investing in the Trust. As of February 28, 2011, the market
      capitalizations of companies included in the Russell 2000(R) Index ranged
      was from $5 million to $6.2 billion, and as of February 28, 2011, the
      market capitalizations of companies included in the Russell Midcap(R)
      Value Index ranged from $310 million to $19.0 billion.

(6)   "Wilshire 5000(R)" is a trademark of Wilshire Associates. None of the
      Index Trusts are sponsored, endorsed, managed, advised, sold or promoted
      by Wilshire Associates, nor does Wilshire Associates make any
      representation regarding the advisability of investing in the Trust. As of
      February 28, 2011, the market capitalizations of companies included in the
      Wilshire 5000(R) Total Market Index ranged from less than $1 million to
      $431 billion.

(7)   "MSCI All Country World ex-USA Index(SM)" is a service mark of Morgan
      Stanley Capital International Inc. and its affiliates ("MSCI"). None of
      the Index Trusts are sponsored, endorsed, managed, advised, sold or
      promoted by MSCI, nor does MSCI make any representation regarding the
      advisability of investing in the Trust. As of February 28, 2011, the
      market capitalization range of the Index was from $466 million to $275.1
      billion.

                                       31


(8)   The Portfolio is sub-subadvised by Templeton Global Advisors Limited under
      an agreement with Templeton Investment Counsel, LLC.

(9)   High Yield Trust is sub-subadvised by Western Asset Management Company
      Limited.

                                       32

                 VI. Information about Fixed Investment Options

IN GENERAL

All of John Hancock USA's general assets (discussed above) support its
obligations under the Fixed Investment Options (as well as all of its other
obligations and liabilities). To hold the assets that support primarily the
Fixed Investment Options, we have established a "non-unitized" separate account.
With a non-unitized separate account, you have no interest in or preferential
claim on any of the assets held in the account. The investments we purchase with
amounts you allocated to the Fixed Investment Options belong to us; any
favorable investment performance on the assets allocated to the Fixed Investment
Options belongs to us. Instead, you earn interest at the guaranteed interest
rate of the Fixed Investment Option you selected, provided that you don't
surrender, transfer, or withdraw your assets prior to the end of your selected
Fixed Investment Option.

HOW THE FIXED INVESTMENT OPTIONS WORK

Amounts you allocate to the Fixed Investment Options earn interest at a
guaranteed rate commencing with the date of allocation. At the expiration of the
Fixed Investment Option, we will automatically transfer its total value to a
Money Market Variable Investment Option under your Contract, unless you elect
to:

     -    withdraw all or a portion of any such amount from the Contract;

     -    allocate all or a portion of such amount to a new Fixed Investment
          Option or periods of the same or different duration as the expiring
          Fixed Investment Option; or

     -    allocate all or a portion of such amount to one or more of the
          Variable Investment Options.

You must notify us of any such election, by mailing a request to us at the
Annuities Service Center at least 30 days prior to the end of the expiring Fixed
Investment Option. We will notify you of the end of the Fixed Investment Option
at least 30 days prior to its expiration. The first day of the new Fixed
Investment Option or other reallocation will begin the day after the end of the
expiring Fixed Investment Option.

We currently make available Fixed Investment Options with durations of five
years. For Contracts issued before September 30, 2002, however, we may permit
you to select different durations. If you select any Fixed Investment Option
with a duration that extends beyond your Contract's Maturity Date, your maturity
date will automatically be changed to the Annuitant's 95th birthday (or a later
date, if we approve). We reserve the right to add or delete Fixed Investment
Options for new allocations to or from those that are available at any time.

GUARANTEED INTEREST RATES

Each Fixed Investment Option has its own guaranteed interest rate. We may, at
our discretion, change the guaranteed rate for future Fixed Investment Options.
These changes will not affect the guaranteed rates being paid on Fixed
Investment Options that have already commenced. Each time you allocate or
transfer money to a Fixed Investment Option, a new Fixed Investment Option, with
a new interest rate, begins to run with respect to that amount. The amount
allocated or transferred earns a guaranteed rate that will continue unchanged
until the end of that period.

We make the final determination of guaranteed rates and Fixed Investment Options
to be declared. We cannot predict or assure the level of any future guaranteed
rates or the availability of any future Fixed Investment Options.

You may obtain information concerning the guaranteed rates applicable to the
various Fixed Investment Options, and the durations of the Fixed Investment
Options offered at any time by calling the Annuities Service Center.

CALCULATION OF MARKET VALUE ADJUSTMENT ("MVA")

If you withdraw, surrender, transfer, or otherwise remove money from a Fixed
Investment Option prior to its expiration date, we will apply a market value
adjustment.

A market value adjustment also generally applies to:

     -     death benefits pursuant to your Contract;

     -     amounts you apply to an Annuity Option; and

     -     amounts paid in a single sum in lieu of an annuity.

The market value adjustment increases or decreases your remaining value in the
Fixed Investment Option. If the value in that Fixed Investment Option is
insufficient to pay any negative MVA, we will deduct any excess from the value
in your other Investment Options pro rata based on the value in each. If there
is insufficient value in your other Investment Options, we will in no event pay
out more than the surrender value of the Contract.

                                       33



Here is how the MVA works:

We compare:

     -    the guaranteed rate of the Fixed Investment Option from which the
          assets are being taken WITH;

     -    the guaranteed rate we are currently offering for Fixed Investment
          Options of the same duration as remains on the Fixed Investment Option
          from which the assets are being taken.

If the first rate exceeds the second by more than 1/2%, the market value
adjustment produces an increase in your Contract's value.

If the first rate does not exceed the second by at least 1/2%, the market value
adjustment produces a decrease in your Contract's value.

For this purpose, we consider that the amount withdrawn from the Fixed
Investment Option includes the amount of any negative MVA and is reduced by the
amount of any positive MVA.

The mathematical formula and sample calculations for the market value adjustment
appear in Appendix A.

WHAT ADDITIONAL GUARANTEE APPLIES TO THE FIXED INVESTMENT OPTIONS UNDER MY
CONTRACT?

John Hancock USA's ultimate corporate parent, Manulife Financial Corporation
("MFC"), has guaranteed John Hancock USA's obligations with respect to any Fixed
Investment Options you elect (the "MFC Subordinated Guarantee"). The MFC
Subordinated Guarantee will apply unless and until we notify you otherwise. (If
we give you such notice, however, the MFC Subordinated Guarantee would remain in
effect for all guarantee periods under the Fixed Investment Options that had
already started, and would be inapplicable only to guarantee periods starting
after the date of such notice.) The MFC Subordinated Guarantee does not relieve
John Hancock USA of any obligations under your Contract -- it is in addition to
all of the rights and benefits that the Contract provides. There is no charge or
cost to you for the MFC Subordinated Guarantee, and there are no disadvantages
to you of having this additional guarantee.

Under the rules of the United States Securities and Exchange Commission ("SEC"),
the MFC Subordinated Guarantee exempts us from the obligation to file with the
SEC annual, quarterly and current reports on Form 10-K, Form 10-Q and Form 8-K,
respectively, and thereby saves us the expense of being an SEC reporting
company. MFC is a company organized under the laws of Canada and its common
shares are listed principally on the Toronto Stock Exchange and the New York
Stock Exchange. MFC files with the SEC annual and current reports on Forms 40-F
and 6-K, respectively. MFC's consolidated financial statements include
information about us in a footnote containing condensed consolidating financial
information with separate columns for MFC, John Hancock USA and other
subsidiaries of MFC, together with consolidating adjustments.

WHAT ARE THE TERMS OF THE MFC SUBORDINATED GUARANTEE? MFC guarantees your full
interest in any Fixed Investment Option. This means that, if we fail to honor
any valid request to surrender, transfer, or withdraw any amount from a
guarantee period, or fail to allocate amounts from a Fixed Investment Option to
an Annuity Option when it is obligated to do so, MFC guarantees the full amount
that you would have received, or value that you would have been credited with,
had we fully met our obligations under your Contract with respect to such Fixed
Investment Option. If we fail to pay any amount that becomes payable under the
Contract upon the death of an owner or Annuitant, MFC guarantees the unpaid
amount, up to the Contract Value in any Fixed Investment Option on the date of
death, increased by any accrued but uncredited interest attributable thereto and
increased by any upward market value adjustment that would have been payable
upon any surrender of the Contract at that time (but not decreased by any
negative market value adjustment). If we fail to make payment when due of any
amount that is guaranteed by MFC, you could directly request MFC to satisfy our
obligation, and MFC must do so. You would not have to make any other demands on
us as a precondition to making a claim against MFC under the MFC Subordinated
Guarantee.

The MFC Subordinated Guarantee constitutes an unsecured obligation of MFC as
guarantor, and is subordinated in right of payment to the prior payment in full
of all other obligations of MFC, except for other guarantees or obligations of
MFC which by their terms are designated as ranking equally in right of payment
with or subordinated to the MFC Subordinated Guarantee, and effectively rank
senior to MFC's preferred and common shares.

HOW CAN I FIND ADDITIONAL INFORMATION ABOUT MFC? MFC is subject to the
information requirements of the U.S. Securities Exchange Act of 1934, as
amended, and, in accordance with that Act, files reports and other information
with the SEC. Pursuant to the multijurisdictional disclosure system adopted by
the United States and Canada, these reports and other information (including
financial information) may be prepared in accordance with the disclosure
requirements of Canada, which are different from those of the United States.

You may read and copy any reports, statements or other information filed by MFC
at the SEC's Public Reference Room, Station Place, 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the Public Reference Room. You can also inspect
reports, proxy statements and other information about MFC at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.

                                       34


You may also obtain copies of this information by mail from the Public Reference
Section of the SEC, Station Place, 100 F Street, N.E., Washington, D.C. 20549,
at prescribed rates, or from commercial document retrieval services.

The SEC maintains a website that contains reports, proxy statements and other
information, including those filed by MFC, at http://www.sec.gov. You may also
access the SEC filings and obtain other information about MFC through the
website maintained by MFC, which is http://www.manulife.com. The information
contained in, or accessible through, MFC's website is not incorporated by
reference into this Prospectus.

MFC and John Hancock USA filed a joint registration statement on Form F-3
relating to the Contracts offered by this Prospectus with the SEC under the
Securities Act of 1933, as amended. This Prospectus is a part of that
registration statement. As permitted by SEC rules, this Prospectus does not
contain all the information you can find in the registration statement. The SEC
allows MFC to "incorporate by reference" information into this Prospectus, which
means that we can disclose important information to you by referring you to
other documents filed separately with the SEC.

The information incorporated by reference is deemed to be part of this
Prospectus, except for any information superseded by information in this
Prospectus. These documents contain important information about the companies
and their financial condition.


MFC incorporates by reference the documents listed below, which were filed with
the SEC:

     (a)  MFC's Report of Foreign Issuer on Form 6-K filed March 25, 2011;

     (b)  MFC's Annual Report on Form 40-F for the year ended December 31, 2010,
          as filed on March 18, 2011 and as amended and filed on Form 40-F/A on
          March 25, 2011, other than the section of the Annual Information Form
          entitled "Ratings;"

     (c)  MFC's Management's Discussion and Analysis and Unaudited Interim
          Consolidated Financial Statements for the quarter ended September 30,
          2010 included on pages 7 to 32 and 33 to 77, respectively, of MFC's
          2010 Third Quarter Report to Shareholders filed with MFC's Reports of
          Foreign Private Issuer as Exhibit 99.1 on Form 6-K, filed November 12,
          2010;

     (d)  MFC's Management's Discussion and Analysis and Unaudited Interim
          Consolidated Financial Statements for the quarter ended June 30, 2010
          included on pages 9 to 36 and 37 to 84, respectively, of MFC's 2010
          Second Quarter Report to Shareholders filed with MFC's Report of
          Foreign Private Issuer as Exhibit 99.1 on Form 6-K, filed August 12,
          2010;

     (e)  MFC's Management's Discussion and Analysis and Unaudited Interim
          Consolidated Financial Statements for the quarter ended March 31, 2010
          included on pages 6 to 23 and 24 to 62, respectively, of MFC's 2010
          First Quarter Report to Shareholders filed with MFC's Report of
          Foreign Private Issuer as Exhibit 99.1 on Form 6-K, filed May 12,
          2010;

     (f)  MFC's Report of Foreign Issuer on Form 6-K filed March 29, 2010;

     (g)  MFC's Report of Foreign Issuer on Form 6-K filed March 26, 2010, other
          than the sections of the Notice of Annual Meeting and Proxy Circular
          entitled "Report of the Management Resources and Compensation
          Committee," "Performance Graph" and "Supplemental Shareholder Return"
          and other than the consolidated financial statements as at, and for
          the years then ended December 31, 2009 and 2008; and

     (h)  MFC's Annual Report on Form 40-F for the year ended December 31, 2009,
          as filed on March 19, 2010 and as amended and filed on Form 40-F/A on
          March 29, 2010, other than the section of the Annual Information Form
          entitled "Ratings."

Copies of the documents incorporated in this prospectus by reference may be
obtained upon written or oral request without charge from:

                         Manulife Financial Corporation
                            ATTN: Corporate Secretary
                          200 Bloor Street East, NT-10
                         Toronto, Ontario Canada M4W 1E5
                            Telephone: (416) 926-3000

Any annual reports on Form 20-F, Form 40-F or Form 10-K, any reports on Form
10-Q or Form 8-K, other than current reports furnished to the SEC pursuant to
Item 2.02 or Item 7.01 of Form 8-K, and any Form 6-K specifying that it is being
incorporated by reference in this Prospectus to the extent expressly provided on
such report, as well as all Prospectus supplements disclosing additional or
updated information, filed by MFC with the SEC subsequent to the date of this
Prospectus shall be deemed to be incorporated by reference into this Prospectus
except that any section of any annual information form entitled "Ratings" or
another similar caption shall not be deemed to be incorporated by reference into
this prospectus and the registration statements of which this Prospectus forms a
part.

ANY STATEMENT CONTAINED IN THIS PROSPECTUS OR IN A DOCUMENT INCORPORATED OR
DEEMED TO BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS SHALL BE DEEMED TO BE
MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS PROSPECTUS TO THE EXTENT THAT A
STATEMENT

                                       35


CONTAINED IN THIS PROSPECTUS OR IN ANY OTHER SUBSEQUENTLY FILED
DOCUMENT WHICH ALSO IS OR IS DEEMED TO BE INCORPORATED BY REFERENCE IN THIS
PROSPECTUS MODIFIES OR SUPERSEDES SUCH PRIOR STATEMENT. ANY STATEMENT OR
DOCUMENT SO MODIFIED OR SUPERSEDED SHALL NOT, EXCEPT TO THE EXTENT SO MODIFIED
OR SUPERSEDED, BE INCORPORATED BY REFERENCE AND CONSTITUTE A PART OF THIS
PROSPECTUS.

YOU SHOULD RELY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS OR ANY APPLICABLE PROSPECTUS SUPPLEMENT AND ON THE OTHER
INFORMATION INCLUDED IN THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS
FORMS A PART. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT OR
ADDITIONAL INFORMATION. WE ARE NOT MAKING AN OFFER OF THE MFC GUARANTEES COVERED
BY THIS PROSPECTUS IN ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED BY LAW.

                                       36


                          VII. The Accumulation Period

YOUR VALUE IN OUR VARIABLE INVESTMENT OPTIONS

Each Purchase Payment or transfer that you allocate to a Variable Investment
Option purchases accumulation units of that Variable Investment Option.
Similarly, each withdrawal or transfer that you take from a Variable Investment
Option (as well as certain charges that may be allocated to that option) result
in a cancellation of such accumulation units.

VALUATION OF ACCUMULATION UNITS

To determine the number of accumulation units that a specific transaction will
purchase or cancel, we use the following formula:

                          dollar amount of transaction

                                   DIVIDED BY

               value of one accumulation unit for the applicable
                 Variable Investment Option at the time of such
                                   transaction

The value of each accumulation unit will change daily depending upon the
investment performance of the Portfolio that corresponds to that Variable
Investment Option and certain charges we deduct from such Investment Option.

Therefore, at any time prior to the Maturity Date, the total value of your
Contract in a Variable Investment Option can be computed according to the
following formula:

                  number of accumulation units in the Variable
                               Investment Options

                                  MULTIPLIED BY

               value of one accumulation unit for the applicable
                    Variable Investment Option at that time

VARIABLE INVESTMENT OPTION VALUATION PROCEDURES

We compute the net investment return and accumulation unit values for each
Variable Investment Option as of the end of each Business Day. A Business Day is
any date on which the New York Stock Exchange is open for daytime trading. Each
Business Day ends at the close of regular trading for the day on that exchange
(usually 4:00 p.m. Eastern Time). On any date other than a Business Day, the
accumulation unit value will be the same as the value at the close of the next
following Business Day.

YOUR VALUE IN THE FIXED INVESTMENT OPTIONS

On any date, the total value of your Contract in a Fixed Investment Option
equals:

     -    the amount of Purchase Payments or transferred amounts allocated to
          the Fixed Investment Option, MINUS

     -    the amount of any withdrawals or transfers paid out of the Fixed
          Investment Option, MINUS

     -    the amount of any negative market value adjustments resulting from
          such withdrawals or transfers, PLUS

     -    the amount of any positive market value adjustments resulting from
          such withdrawals and transfers, MINUS

     -    the amount of any charges and fees deducted from that Fixed Investment
          Option, PLUS

     -    interest compounded daily on any amounts in the Fixed Investment
          Option from time to time at the effective annual rate of interest we
          have declared for that Fixed Investment Option.

                                       37


                            VIII. The Annuity Period

Annuity payments are made to the Annuitant, if still living. If more than one
Annuitant is living at the Maturity Date, the payments are made to the younger
of them.

DATE OF MATURITY

Your Contract specifies the Maturity Date, when payments from one of our Annuity
Options are scheduled to begin. You initially choose a Maturity Date when you
complete your application for a Contract. Unless we otherwise permit, the
Maturity Date must be:

     -    at least 6 months after the date the first Purchase Payment is applied
          to your Contract; and

     -    no later than the maximum age specified in your Contract (normally age
          95).

Subject always to these requirements, you may subsequently change the Maturity
Date. Maturity Dates which occur when the Annuitant is at an advanced age, e.g.,
past age 90, may have adverse income tax consequences. Also, if you are
selecting or changing your Maturity Date for a Contract issued under a Qualified
Plan, special limits apply (see "IX. Federal Tax Matters"). The Annuities
Service Center must receive your new selection at least 31 days prior to the new
Maturity Date.

NOTICE OF MATURITY DATE. Under our current administrative procedures, we will
send you one or more notices at least 30 days before your scheduled Maturity
Date and request that you verify information we currently have on file. We may
delay the start of annuity payments if you fail to verify this information.

CHOOSING FIXED OR VARIABLE ANNUITY PAYMENTS

During the Annuity Period, the total value of your Contract must be allocated to
no more than four Investment Options. During the Annuity Period, we do not offer
the Fixed Investment Options. Instead, we offer annuity payments on a fixed
basis as one Investment Option, and annuity payments on a variable basis for
EACH Variable Investment Option.

We will generally apply (1) amounts allocated to the Fixed Investment Options as
of the Maturity Date to provide annuity payments on a fixed basis and (2)
amounts allocated to Variable Investment Options to provide annuity payments on
a variable basis. If you are using more than four Investment Options on the
Maturity Date, we will divide your Contract's value pro rata among the four
Investment Options with the largest values (considering all Fixed Investment
Options as a single option), based on the amount of the total value of your
Contract that you have in each.

We will make a market value adjustment to any remaining Fixed Investment Option
amounts on the Maturity Date, before we apply such amounts to an annuity payment
option. We will also deduct any premium tax charge.

Once annuity payments commence, you may not make transfers from fixed to
variable or from variable to fixed.

SELECTING AN ANNUITY OPTION

Each Contract provides, at the time of its issuance, for annuity payments to
commence on the Maturity Date pursuant to Option A: "Life Annuity with Payments
for a Guaranteed Period" for a 10 year period (discussed under "Annuity
Options".)

Prior to the Maturity Date, you may select a different Annuity Option. However,
if the total value of your Contract on the Maturity Date is less than $5,000,
you may only select Option A: "Life Annuity with Payments for a Guaranteed
Period" for the 10 year period as an Annuity Option, regardless of any other
election that you have made. You may not change the form of Annuity Option once
payments commence.

If the initial monthly payment under an Annuity Option would be less than $50,
we may make a single sum payment equal to the total surrender value of your
Contract on the date the initial payment would be payable. Such single payment
would replace all other benefits.

Subject to that $50 minimum limitation, your Beneficiary may elect an Annuity
Option if:

     -    you have not made an election prior to the Annuitant's death;

     -    the Beneficiary is entitled to payment of a death benefit of at least
          $5,000 in a single sum; and

     -    the Beneficiary notifies us of the election prior to the date the
          proceeds become payable.

                                       38


VARIABLE MONTHLY ANNUITY PAYMENTS

During the Annuity Period, the Contract Value must be allocated to no more than
four Investment Options. During the Annuity Period, we offer annuity payments on
a variable basis for each Variable Investment Option. If you are using more than
four Investment Options on the Maturity Date, under a deferred Contract, we will
divide your Contract's value (after deducting any premium tax charge that was
not deducted from Purchase Payments) among the four Investment Options with the
largest values, pro rata based on the amount of the Contract Value that you have
in each.

We determine the amount of the first variable monthly payment under any Variable
Investment Option by using the applicable annuity purchase rate for the Annuity
Option under which the payment will be made. The Contract sets forth these
annuity purchase rates. In most cases they vary by the age and gender of the
Annuitant or other payee.

The amount of each subsequent variable annuity payment under that Variable
Investment Option depends upon the investment performance of that Variable
Investment Option.

Here's how it works:

     -    We calculate the actual net investment return of the Variable
          Investment Option (after deducting all charges) during the period
          between the dates for determining the current and immediately previous
          monthly payments.

     -    If that actual net investment return exceeds the "assumed investment
          rate" (explained below), the current monthly payment will be larger
          than the previous one.

     -    If the actual net investment return is less than the assumed
          investment rate, the current monthly payment will be smaller than the
          previous one.

Variable Investment Option Valuation Procedures

We compute the net investment return and Annuity Unit values for each Variable
Investment Option as of the end of each Business Day. A Business Day is any date
on which the New York Stock Exchange is open for daytime trading. Each Business
Day ends at the close of daytime trading for the day on that exchange (usually
4:00 p.m. Eastern Time). On any date other than a Business Day, the Annuity Unit
value will be the same as the value at the close of the next following Business
Day.

ASSUMED INVESTMENT RATE

The assumed investment rate for any variable portion of your annuity payments
will be 3 1/2% per year, except as follows.

You may elect an assumed investment rate of 5% or 6%, provided such a rate is
available in your state. If you elect a higher assumed investment rate, your
initial variable annuity payment will also be higher. Eventually, however, the
monthly variable annuity payments may be smaller than if you had elected a lower
assumed investment rate.

TRANSFERS DURING THE ANNUITY PERIOD

Some transfers are permitted during the Annuity Period, but subject to different
limitations than during the Accumulation Period. Once annuity payments on a
variable basis have begun, you may transfer all or part of the investment upon
which those payments are based from one Subaccount to another. You must submit
your transfer request to Annuities Service Center at least 30 DAYS BEFORE the
due date of the first annuity payment to which your transfer will apply.
Transfers after the maturity date will be made by converting the number of
ANNUITY UNITS being transferred to the number of Annuity Units of the Subaccount
to which the transfer is made, so that the next annuity payment if it were made
at that time would be the same amount that it would have been without the
transfer. Thereafter, annuity payments will reflect changes in the value of the
Annuity Units for the new Subaccount selected. Once annuity payments begin, no
transfers may be made from payments on a fixed basis to payments on a variable
basis or from payments on a variable basis to payments on a fixed basis. In
addition, we reserve the right to defer the transfer privilege at any time that
we are unable to purchase or redeem shares of a Portfolio. We also reserve the
right to modify or terminate the transfer privilege at any time in accordance
with applicable law.

FIXED MONTHLY ANNUITY PAYMENTS

The dollar amount of each fixed monthly annuity payment is specified during the
entire period of annuity payments, according to the provisions of the Annuity
Option selected. To determine such dollar amounts we first, in accordance with
the procedures described above, calculate the amount to be applied to the FIXED
ANNUITY OPTION as of the Maturity Date. We then subtract any applicable premium
tax charge, if applicable, and divide the difference by $1,000.

We then multiply the result by the greater of:

     -    the applicable Fixed Annuity purchase rate shown in the appropriate
          table in the Contract; or

     -    the rate we currently offer at the time of annuitization. (This
          current rate may be based on the sex of the Annuitant, unless
          prohibited by law.)

                                       39


ANNUITY OPTIONS

Here are some of the Annuity Options that are available, subject to the terms
and conditions described above. We reserve the right to make available optional
methods of payment in addition to those Annuity Options listed here and in your
Contract.

OPTION A - LIFE ANNUITY WITH PAYMENTS FOR A GUARANTEED PERIOD - We will make
monthly payments for a guaranteed period of 5, 10, or 20 years, as selected by
you or your Beneficiary, and after such period for as long as the payee lives.
If the payee dies prior to the end of such guaranteed period, we will continue
payments for the remainder of the guaranteed period to a contingent payee,
subject to the terms of any supplemental agreement issued.

Federal income tax requirements currently applicable to Contracts used with
Qualified 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.

OPTION B - LIFE ANNUITY WITHOUT FURTHER PAYMENT ON DEATH OF PAYEE - We will make
monthly payments to the payee as long as he or she lives. We guarantee no
minimum number of payments.

OPTION C - JOINT AND LAST SURVIVOR - We will provide payments monthly,
quarterly, semiannually, or annually, for the payee's life and the life of the
payee's spouse/joint payee. Upon the death of one payee, we will continue
payments to the surviving payee. All payments stop at the death of the surviving
payee.

OPTION D - JOINT AND 1/2 SURVIVOR; OR JOINT AND 2/3 SURVIVOR - We will provide
payments monthly, quarterly, semiannually, and annually for the payee's life and
the life of the payee's spouse/joint payee. Upon the death of one payee, we will
continue payments (reduced to 1/2 or 2/3 the full payment amount) to the
surviving payee. All payments stop at the death of the surviving payee.

OPTION E - LIFE INCOME WITH CASH REFUND - We will provide payments monthly,
quarterly, semiannually, or annually for the payee's life. Upon the payee's
death, we will provide a contingent payee with a lump sum payment, if the total
payments to the payee were less than the accumulated value at the time of
annuitization. The lump sum payment, if any, will be for the balance.

OPTION F - INCOME FOR A FIXED PERIOD - We will provide payments monthly,
quarterly, semiannually, or annually for a pre-determined period of time to a
maximum of 30 years. If the payee dies before the end of the fixed period,
payments will continue to a contingent payee until the end of the period.

OPTION G - INCOME OF A SPECIFIC AMOUNT - We will provide payments for a specific
amount. Payments will stop only when the amount applied and earnings have been
completely paid out. If the payee dies before receiving all the payments, we
will continue payments to a contingent payee until the end of the Contract.

With Options A, B, C, and D, we offer both fixed and/or variable annuity
payments. With Options E, F, and G, we offer only Fixed Annuity payments.
Payments under Options F and G must continue for 10 years, unless your Contract
has been in force for 5 years or more.

If the payee is more than 85 years old on the Maturity Date, the following two
options are not available without our consent:

     -    Option A: "Life Annuity with Payments for a Guaranteed Period" for the
          5 year period and

     -    Option B: "Life Annuity without Further Payment on Death of Payee."

                                       40


                             IX. Federal Tax Matters

INTRODUCTION

The following discussion of the federal income tax treatment of the Contract is
not exhaustive, does not purport to cover all situations, and is not intended as
tax advice. The federal income tax treatment of an annuity contract is unclear
in certain circumstances, and you should consult a qualified tax advisor with
regard to the application of the law to your circumstances. This discussion is
based on the Code, Treasury Department regulations, and Internal Revenue Service
("IRS") rulings and interpretations existing on the date of this Prospectus.
These authorities, however, are subject to change by Congress, the Treasury
Department and judicial decisions.

This discussion does not address state or local tax consequences associated with
the purchase of a Contract. IN ADDITION, WE MAKE NO GUARANTEE REGARDING ANY TAX
TREATMENT -- FEDERAL, STATE, OR LOCAL -- OF ANY CONTRACT OR OF ANY TRANSACTION
INVOLVING A CONTRACT.

OUR TAX STATUS

We are taxed as a life insurance company. Under current tax law rules, we
include the investment income (exclusive of capital gains) of a Separate Account
in our taxable income and take deductions for investment income credited to our
"policyholder reserves." We are also required to capitalize and amortize certain
costs instead of deducting those costs when they are incurred. We do not
currently charge a Separate Account for any resulting income tax costs. We also
claim certain tax credits or deductions relating to foreign taxes paid and
dividends received by the Portfolios. These benefits can be material. We do not
pass these benefits through to a Separate Account, principally because: (i) the
deductions and credits are allowed to the Company and not the Contract owners
under applicable tax law; and (ii) the deductions and credits do not represent
investment return on Separate Account assets that is passed through to Contract
owners.

The Contracts permit us to deduct a charge for any taxes we incur that are
attributable to the operation or existence of the Contracts or a Separate
Account. Currently, we do not anticipate making a charge for such taxes. If the
level of the current taxes increases, however, or is expected to increase in the
future, we reserve the right to make a charge in the future. (Please note that
this discussion applies to federal income tax but not to any state or local
taxes.)

SPECIAL CONSIDERATIONS FOR OPTIONAL BENEFITS

At present, the IRS has not provided guidance as to the tax treatment of charges
for optional benefits to an annuity contract. The IRS might take the position
that each charge associated with these optional benefits is deemed a withdrawal
from the contract subject to current income tax to the extent of any gains and,
if applicable, the 10% penalty tax for premature withdrawals. We do not
currently report charges for optional benefits as withdrawals, but we may do so
in the future if we believe that the IRS would require us to report them as
such.

When you take a withdrawal under a Nonqualified Contract, it ordinarily is
taxable only to the extent it does not exceed gain in the Contract, if any, at
the time of the withdrawal. Under current IRS guidance, we expect to determine
gain on a withdrawal using the Contract Value. See "IV. Basic Information --
What other optional benefits may have been available to me under a Contract?"
for a description of the optional benefit Riders available under the Contracts.
It is possible, however, that the IRS may take the position that the value of
amounts guaranteed to be available in the future should also be taken into
account in computing the taxable portion of a withdrawal. In that event, you may
be subject to a higher amount of tax on a withdrawal.

Please see "Qualified Contracts -- Conversions and Rollovers to Roth IRAs" below
for additional information on the tax impact of optional benefit Riders on a
conversion to a Roth IRA.

If you purchased a Qualified Contract with an optional death benefit or other
optional benefit Rider, the presence of these benefits may increase the amount
of any required minimum distributions under the requirements of your Qualified
Plan. See "Qualified Contracts (Contracts Purchased for a Qualified Plan)"
below.

Any annuity payments that you receive under an Annuity Option, including Annuity
Options that only are available when you elect an optional benefit Rider, will
be taxed in the manner described in "Taxation of Annuity Payments" below.

You should consult a qualified tax advisor for information on any optional
benefit Riders.

CHARITABLE REMAINDER TRUSTS

This federal tax discussion does not address tax consequences of a Contract used
in a charitable remainder trust. The tax consequences of charitable remainder
trusts may vary depending on the particular facts and circumstances of each
individual case. Additionally, the tax rules governing charitable remainder
trusts, or the taxation of a Contract used with a charitable remainder trust,
may be subject to

                                       41


change by legislation, regulatory changes, judicial decrees or other means. You
should consult competent legal or tax counsel regarding the tax treatment of a
charitable remainder trust before purchasing a Contract for use within it.

NONQUALIFIED CONTRACTS
(Contracts Not Purchased to Fund an Individual Retirement Account or Other
Qualified Plan)

Aggregation of Contracts

In certain circumstances, the IRS may determine the portion of an annuity
payment or a withdrawal from a contract that is includible in income by
combining some or all of the annuity contracts owned by an individual which are
not issued in connection with a Qualified Plan.

For example, if you purchase two or more deferred annuity contracts from the
same insurance company (or its affiliates) during any calendar year, all such
contracts will be treated as one contract for purposes of determining whether
any payment not received as an annuity (including withdrawals prior to the
Maturity Date) is includible in income. Thus, if during a calendar year you buy
two or more of the Contracts offered by this Prospectus (which might be done,
for example, in order to purchase different guarantees and/or benefits under
different contracts), all of such Contracts would be treated as one Contract in
determining whether withdrawals from any of such Contracts are includible in
income. The IRS may also require aggregation in other circumstances and you
should consult a qualified tax advisor if you own or intend to purchase more
than one annuity contract.

The effects of such aggregation are not always clear and depend on the
circumstances. However, aggregation could affect the amount of a withdrawal that
is taxable and the amount that might be subject to the 10% penalty tax described
below. For purposes of determining the amount of taxable income resulting from a
single sum payment or a withdrawal, all Nonqualified annuity contracts issued by
us or our affiliates to the Owner within the same calendar year will be treated
as if they were a single contract.

Exchanges of Annuity Contracts

We may issue the Contract in exchange for all or part of another annuity
contract that you own. Such an exchange will be tax free if certain requirements
are satisfied. If the exchange is tax free, your investment in the Contract
immediately after the exchange will generally be the same as that of the annuity
contract exchanged, increased by any Additional Purchase Payment made as part of
the exchange. Your Contract Value immediately after the exchange may or may not
exceed your investment in the Contract. Any excess may be includible in income
should amounts subsequently be withdrawn or distributed from the Contract (e.g.,
as a partial surrender, full surrender, annuity payment, or death benefit).

If you exchange part of an existing contract for the Contract, and within 12
months of the exchange you receive a payment (e.g., you make a withdrawal) from
either contract, the exchange may not be treated as a tax-free exchange. Rather,
the exchange may be treated as if you had made a partial surrender from the
existing contract and then purchased the Contract. In these circumstances, some
or all of the amount exchanged into the Contract could be includible in your
income and subject to a 10% penalty tax. There are various circumstances in
which a partial exchange followed by receipt of a payment within 12 months of
the exchange is unlikely to affect the tax free treatment of the exchange. You
should consult with your own qualified tax advisor in connection with an
exchange of all or part of an annuity contract for the Contract, especially if
you make a withdrawal from either contract within 12 months after the exchange.

Loss of Interest Deduction Where Contracts are Held by or for the Benefit of
Certain Non-Natural Persons

In the case of Contracts issued after June 8, 1997 to a non-natural taxpayer
(such as a corporation or a trust), or held for the benefit of such an entity, a
portion of otherwise deductible interest may not be deductible by the entity,
regardless of whether the interest relates to debt used to purchase or carry the
Contract. However, this interest deduction disallowance does not affect
Contracts where the income on such Contracts is treated as ordinary income that
is received or accrued by the Owner during the taxable year. Entities that are
considering purchasing the Contract, or entities that will be beneficiaries
under the Contract, should consult a qualified tax advisor.

Undistributed Gains

Except where the Owner is not an individual, we expect our Contracts to be
considered annuity contracts under section 72 of the Code. This means that,
ordinarily, you pay no federal income tax on any gains in your Contract until we
actually make a distribution to you or you assign or pledge an interest in your
Contract.

However, a Contract held by an Owner other than a natural person (for example, a
corporation, partnership, limited liability company, trust, or other such
entity) does not generally qualify as an annuity contract for tax purposes. Any
increase in value therefore would constitute ordinary taxable income to such an
Owner in the year earned. Notwithstanding this general rule, a Contract will
ordinarily be treated as held by a natural person if the nominal Owner is a
trust or other entity which holds the Contract as an agent for a natural person.

Taxation of Annuity Payments

When we make payments under a Contract in the form of an annuity, normally a
portion of each annuity payment is taxable as ordinary income. The taxable
portion of an annuity payment is equal to the excess of the payment over the
exclusion amount.

                                       42


In the case of variable annuity payments, the exclusion amount is the investment
in the Contract when payments begin to be made divided by the number of payments
expected to be made (taking into account the Annuitant's life expectancy and the
form of annuity benefit selected). In the case of Fixed Annuity payments, the
exclusion amount is based on the investment in the Contract and the total
expected value of Fixed Annuity payments for the term of the Contract
(determined under Treasury Department regulations). In general, your investment
in the Contract equals the aggregate amount of premium payments you have made
over the life of the Contract, reduced by any amounts previously distributed
from the Contract that were not subject to tax. (A simplified method of
determining the taxable portion of annuity benefit payments applies to Contracts
issued in connection with certain Qualified Plans other than IRAs.)

Once you have recovered your total investment in the Contract tax free, further
annuity payments will be fully taxable. If annuity payments cease because the
Annuitant dies before all of the investment in the Contract is recovered, the
unrecovered amount generally will be allowed as a deduction on the Annuitant's
last tax return or, if there is a beneficiary entitled to receive further
payments, will be distributed to the Beneficiary as described more fully below
under "Taxation of Death Benefit Proceeds."

Surrenders, Withdrawals and Death Benefits

When we make a single sum payment consisting of the entire value of your
Contract, you have ordinary taxable income to the extent the payment exceeds
your investment in the Contract (discussed above). Such a single sum payment can
occur, for example, if you surrender your Contract before the Maturity Date or
if no extended payment option is selected for a death benefit payment.

When you take a withdrawal from a Contract before the Maturity Date, including a
payment under a systematic withdrawal plan or guaranteed minimum withdrawal
benefit, all or part of the payment may constitute taxable ordinary income to
you. If, on the date of withdrawal, the total value of your Contract exceeds the
investment in the Contract, the excess will be considered gain and the
withdrawal will be taxable as ordinary income up to the amount of such gain.
Taxable withdrawals may also be subject to a penalty tax for premature
withdrawals as explained below. When there is no gain included in the Contract's
value and only the investment in the Contract remains, any subsequent withdrawal
made before the Maturity Date will be a tax-free return of investment, until you
have recovered your entire investment in the Contract. If you assign or pledge
any part of your Contract's value, the value so pledged or assigned is taxed the
same way as if it were a withdrawal.


As mentioned above, amounts received in either a withdrawal or full surrender
are taxable to the extent that the Contract Value exceeds the investment in the
Contract. There is some uncertainty regarding the effect a Fixed Investment
Option's market value adjustment might have on the amount treated as "Contract
Value" for this purpose. As a result, the taxable portion of amounts received in
either a withdrawal or full surrender could be greater or less depending on how
the market value adjustment is treated.

There may be special income tax issues present in situations where the Owner and
the Annuitant are not the same person and are not married to each other. A
qualified tax advisor should be consulted in those situations.

Taxation of Death Benefit Proceeds

All or part of any death benefit proceeds may constitute a taxable payout of
earnings. A death benefit payment generally results in taxable ordinary income
to the extent there is gain in the Contract.

Amounts may be distributed from a Contract because of the death of an Owner or
the Annuitant. During the Accumulation Period, death benefit proceeds are
includible in income as follows:

     -    if distributed in a single sum payment under our current
          administrative procedures, they are taxed in the same manner as a full
          withdrawal, as described above; or

     -    if distributed under an Annuity Option, they are taxed in the same
          manner as annuity payments, as described above; or

     -    if distributed as a series of withdrawals over the Beneficiary's life
          expectancy, they are taxable to the extent there is gain in the
          Contract.

After a Contract matures and annuity payments begin, if the Contract guarantees
payments for a stated period and the Owner dies before the end of that period,
payments made to the Beneficiary for the remainder of that period are includible
in the Beneficiary's income as follows:

     -    if received in a single sum under our current administrative
          procedures, they are includible in income to the extent that they
          exceed the unrecovered investment in the Contract at that time; or

     -    if distributed in accordance with an existing Annuity Option other
          than the Period Certain Only Annuity Option, they are fully excludible
          from income until the remaining investment in the Contract has been
          recovered, and all annuity benefit payments thereafter are fully
          includible in income; or

     -    if distributed in accordance with an existing Period Certain Only
          Annuity Option, the payments are taxed the same as the annuity
          payments made before death. A portion of each annuity payment is
          includible in income and the remainder is excluded from income as a
          return of the investment in the Contract.

                                       43


Penalty Tax on Premature Distributions

There is a 10% penalty tax on the taxable portion of any payment from a
Nonqualified Contract. Exceptions to this penalty tax include distributions:

     -    received on or after the date on which the Contract Owner reaches age
          59 1/2;

     -    attributable to the Contract Owner becoming disabled (as defined in
          the tax law);

     -    made to a Beneficiary on or after the death of the Contract Owner or,
          if the Contract Owner is not an individual, on or after the death of
          an Annuitant;

     -    made as a series of substantially equal periodic payments for the life
          (or life expectancy) of the Owner or for the joint lives (or joint
          life expectancies) of the Owner and designated individual Beneficiary;

     -    made under a single-premium immediate annuity contract; or

     -    made with respect to certain annuities issued in connection with
          structured settlement agreements.

Note that when a series of substantially equal periodic payments (Life
Expectancy Distribution) is used to avoid the penalty, if the Contract Owner
then modifies the payment pattern (other than by reason of death or disability)
before the LATER of the Contract Owner's attaining age 59 1/2 and the passage of
five years after the date of the first payment, such modification may cause
retroactive imposition of the penalty plus interest on it.


Diversification Requirements

Your Contract will not qualify for the tax benefits of an annuity contract
unless the Separate Account follows certain rules requiring diversification of
investments underlying the Contract. In addition, the rules require that the
Contract Owner not have "investment control" over the underlying assets.

In certain circumstances, the owner of a variable annuity contract may be
considered the owner, for federal income tax purposes, of the assets of the
separate account used to support the contract. In those circumstances, income
and gains from the separate account assets would be includible in the Contract
Owner's gross income. The IRS has stated in published rulings that a variable
contract owner will be considered the owner of separate account assets if the
contract owner possesses incidents of ownership in those assets, such as the
ability to exercise investment control over the assets. A Treasury Decision
issued in 1986 stated that guidance would be issued in the form of regulations
or rulings on the "extent to which Policyholders may direct their investments to
particular subaccounts of a separate account without being treated as owners of
the underlying assets." As of the date of this Prospectus, no comprehensive
guidance on this point has been issued. In Rev. Rul. 2003-91, however, the IRS
ruled that a contract holder would not be treated as the owner of assets
underlying a variable annuity contract despite the owner's ability to allocate
funds among as many as twenty subaccounts.

The ownership rights under your Contract are similar to, but different in
certain respects from, those described in IRS rulings in which it was determined
that contract owners were not owners of separate account assets. Since you have
greater flexibility in allocating premiums and Contract Values than was the case
in those rulings, it is possible that you would be treated as the owner of your
Contract's proportionate share of the assets of the Separate Account.

We do not know what future Treasury Department regulations or other guidance may
require. We cannot guarantee that an underlying Portfolio will be able to
operate as currently described in its prospectus, or that a Portfolio will not
have to change any of its investment objectives or policies. We have reserved
the right to modify your Contract if we believe doing so will prevent you from
being considered the owner of your Contract's proportionate share of the assets
of the Separate Account, but we are under no obligation to do so.

Health Care and Education Reconciliation Act of 2010

On March 30, 2010, President Barack Obama signed the Health Care and Education
Reconciliation Act of 2010 (the "Act") into law. The Act contains provisions for
a new Medicare tax to be imposed at a maximum rate of 3.8% in taxable years
beginning in 2013. The tax will be imposed on an amount equal to the lesser of
(a) "net investment income" or (b) the excess of the taxpayer's modified
adjusted gross income over a specified income threshold ($250,000 for married
couples filing jointly, $125,000 for married couples filing separately, and
$200,000 for everyone else). "Net investment income," for these purposes,
includes the excess (if any) of gross income from annuities, interest,
dividends, royalties and rents, and certain net gain, over allowable deductions,
as such terms are defined in the Act or as may be defined in future Treasury
Regulations or IRS guidance. The term "net investment income" does not include
any distribution from a plan or arrangement described in Code section 401(a),
403(a), 403(b), 408 (i.e., IRAs), 408A (i.e., Roth IRAs) or 457(b).

You should consult a qualified tax advisor for further information about the
impact of the Act on your individual circumstances.

Puerto Rico Nonqualified Contracts

IF YOU ARE A RESIDENT OF PUERTO RICO, YOU SHOULD CONSULT A QUALIFIED TAX
ADVISER. Distributions from Puerto Rico annuity contracts issued by us are
subject to federal income taxation, withholding and reporting requirements as
well as Puerto Rico tax laws. Both jurisdictions impose a tax on distributions.
Under federal requirements, distributions are deemed to be income first. Under
the Puerto Rico tax laws, however, distributions from a Contract not purchased
to fund a Qualified Plan ("Nonqualified Contract") are generally treated as a
nontaxable return of principal until the principal is fully recovered.
Thereafter, all distributions under a Nonqualified

                                       44


Contact are fully taxable. Puerto Rico does not currently impose an early
withdrawal penalty tax. The Code, however, does impose such a penalty and bases
it on the amount that is taxable under federal rules.

Distributions under a Nonqualified Contract after annuitization are treated as
part taxable income and part nontaxable return of principal. After
annuitization, the annual amount excluded from gross income under Puerto Rico
tax law is equal to the amount of the distribution in excess of 3% of the total
Purchase Payments paid, until an amount equal to the total Purchase Payments
paid has been excluded. Thereafter, the entire distribution from a Nonqualified
Contract is included in gross income. For federal income tax purposes, however,
the portion of each annuity payment that is subject to tax is computed on the
basis of investment in the Contract and the Annuitant's life expectancy.
Generally Puerto Rico does not require income tax to be withheld from
distributions of income from annuity contracts. Although Puerto Rico allows a
credit against its income tax for taxes paid to the federal government, you may
not be able to use the credit fully.

QUALIFIED CONTRACTS
(Contracts Purchased to Fund an Individual Retirement Account or Other Qualified
Plan)

The Contracts are also available for use in connection with certain types of
retirement plans that receive favorable treatment under the Code ("Qualified
Plans"). Numerous special tax rules apply to the participants in Qualified Plans
and to the Contracts used in connection with these plans. We provide a brief
description of types of Qualified Plans in Appendix E of this Prospectus and in
the SAI, but make no attempt to provide more than general information about use
of the Contracts with the various types of Qualified Plans in this Prospectus.
We may limit the availability of the Contracts to certain types of Qualified
Plans and may discontinue making Contracts available to any Qualified Plan in
the future. If you intend to use a Contract in connection with a Qualified Plan
you should consult a qualified tax advisor.

We have no responsibility for determining whether a particular retirement plan
or a particular contribution to the plan satisfies the applicable requirements
of the Code, or whether a particular employee is eligible for inclusion under a
plan. In general, the Code imposes limitations on the amount of annual
compensation that can be contributed into a Qualified Plan and contains rules to
limit the amount you can contribute to all of your Qualified Plans. Trustees and
administrators of Qualified Plans may, however, generally invest and reinvest
existing plan assets without regard to such Code imposed limitations on
contributions. Certain distributions from Qualified Plans may be transferred
directly to another plan, unless funds are added from other sources, without
regard to such limitations.

The tax rules applicable to Qualified Plans vary according to the type of plan
and the terms and conditions of the plan itself. For example, for both
withdrawals and annuity benefit payments under certain Qualified Contracts,
there may be no "investment in the Contract" and the total amount received may
be taxable. Also, loans from Qualified Contracts intended for use under
retirement plans qualified under section 403(b) of the Code, where allowed, are
subject to a variety of limitations, including restrictions as to the amount
that may be borrowed, the duration of the loan, and the manner in which the loan
must be repaid. (You should always consult your tax adviser and retirement plan
fiduciary prior to exercising your loan privileges.) Both the amount of the
contribution that may be made and the tax deduction or exclusion that you may
claim for that contribution are limited under Qualified Plans. Under the tax
rules, the Owner and the Annuitant may not be different individuals if a
Contract is used in connection with a Qualified Plan. If a co-Annuitant is
named, all distributions made while the Annuitant is alive must be made to the
Annuitant. Also, if a co-Annuitant is named who is not the Annuitant's spouse,
the Annuity Options which are available may be limited, depending on the
difference in ages between the Annuitant and co-Annuitant. Additionally, for
Contracts issued in connection with Qualified Plans subject to the Employee
Retirement Income Security Act of 1974 (ERISA), the spouse or ex-spouse of the
Owner will have rights in the Contract. In such a case, the Owner may need the
consent of the spouse or ex-spouse to change Annuity Options or make a
withdrawal from the Contract.

Required Minimum Distributions

Treasury Department regulations prescribe required minimum distribution ("RMD")
rules governing the time at which distributions to the Owner and beneficiaries
must commence and the form in which the distributions must be paid. These
special rules may also require the length of any guarantee period to be limited.
They also affect the restrictions that the Owner may impose on the timing and
manner of payment of death benefits to beneficiaries or the period of time over
which a Beneficiary may extend payment of the death benefits under the Contract.
In addition, the presence of the death benefit or a benefit provided under an
optional rider may affect the amount of the required minimum distributions that
must be made under the Contract. Failure to comply with RMD requirements will
result in the imposition of an excise tax, generally 50% of the amount by which
the amount required to be distributed exceeds the actual distribution. In the
case of IRAs (other than Roth IRAs), distributions of minimum amounts (as
specified in the tax law) to the Owner must generally commence by April 1 of the
calendar year following the calendar year in which the Owner attains age 70 1/2.
In the case of certain other Qualified Plans, such distributions of such minimum
amounts must generally commence by the later of this date or April 1 of the
calendar year following the calendar year in which the employee retires.
Distributions made under certain Qualified Plans, including IRAs and Roth IRAs,
after the Owner's death must also comply with RMD requirements, and different
rules governing the timing and the manner of payments apply, depending on
whether the designated Beneficiary is an individual and, if so, the Owner's
spouse, or an individual other than the Owner's spouse. If you wish to impose
restrictions on the timing and manner of payment of death benefits to your
designated beneficiaries or if your Beneficiary wishes to extend over a period
of time the payment of the death benefits under your Contract, please consult
your own qualified tax advisor.

                                       45


Penalty Tax on Premature Distributions

There is also a 10% penalty tax on the taxable amount of any payment from
certain Qualified Contracts (but not section 457 plans). (The amount of the
penalty tax is 25% of the taxable amount of any payment received from a SIMPLE
retirement account during the 2-year period beginning on the date the individual
first participated in any qualified salary reduction arrangement maintained by
the individual's employer.) There are exceptions to this penalty tax which vary
depending on the type of Qualified Plan. In the case of an Individual Retirement
Annuity or an IRA, including a SIMPLE IRA, the penalty tax does not apply to a
payment:

     -    received on or after the date on which the Contract Owner reaches age
          59 1/2;

     -    received on or after the Owner's death or because of the Owner's
          disability (as defined in the tax law); or

     -    made as a series of substantially equal periodic payments (not less
          frequently than annually) for the life (or life expectancy) of the
          Owner or for the joint lives (or joint life expectancies) of the Owner
          and "designated beneficiary" (as defined in the tax law).

Note that when a series of substantially equal periodic payments is used to
avoid the penalty, if the Contract Owner then modifies the payment pattern
(other than by reason of death or disability) before the LATER of the Contract
Owner's attaining age 59 1/2 or the passage of five years after the date of the
first payment, such modification may cause retroactive imposition of the penalty
plus interest on it.

These exceptions generally apply to taxable distributions from other Qualified
Plans (although, in the case of plans qualified under sections 401 and 403 of
the Code, the exception for substantially equal periodic payments applies only
if the Owner has had a severance from employment). In addition, the penalty tax
does not apply to certain distributions from IRAs that are used for first time
home purchases or for higher education expenses, or for distributions made to
certain eligible individuals called to active duty after September 11, 2001.
Special conditions must be met to qualify for these three exceptions to the
penalty tax. If you wish to take a distribution from an IRA for these purposes,
you should consult your own qualified tax advisor.

When we issue a Contract in connection with a Qualified Plan, we will amend the
Contract as necessary to conform to the requirements of the plan. However, your
rights to any benefits under the plan may be subject to the terms and conditions
of the plan itself, regardless of the terms and conditions of the Contracts. We
will not be bound by terms and conditions of Qualified Plans to the extent those
terms and conditions contradict a Contract, unless we consent.

Rollovers and Transfers

If permitted under your plan, you may make a distribution:

     -    from a traditional IRA and make a "tax-free rollover" to another
          traditional IRA;

     -    from a traditional IRA and make a "tax-free rollover" to a retirement
          plan qualified under section 401(a), 403(a), or 403(b) of the Code or
          a governmental deferred compensation plan described in section 457(b)
          of the Code;

     -    from any Qualified Plan (other than a section 457 deferred
          compensation plan maintained by a tax-exempt organization) and make a
          "tax-free rollover" to a traditional IRA; or

     -    from a retirement plan qualified under section 401(a), 403(a), or
          403(b) of the Code or a governmental deferred compensation plan
          described in section 457(b) of the Code and make a "tax-free rollover"
          to any such plans.

In addition, if your spouse survives you, he or she is permitted to take a
distribution from your tax-qualified retirement account and make a "tax-free
rollover" to another tax-qualified retirement account in which your surviving
spouse participates, to the extent permitted by your surviving spouse's plan. A
beneficiary who is not your surviving spouse may, if permitted by the plan, make
a direct transfer to a traditional IRA of the amount otherwise distributable to
him or her upon your death under a Contract that is held as part of a retirement
plan described in section 401(a), 403(a), or 403(b) of the Code or a
governmental deferred compensation plan described in section 457(b) of the Code.
The IRA is treated as an inherited IRA of the non-spouse beneficiary. A
beneficiary who is not your spouse may also make a direct transfer to an
inherited IRA of the amount otherwise distributable to him or her under a
Contract which is a traditional IRA.

You may also make a taxable rollover from a traditional IRA to a Roth IRA. In
addition, distributions from a retirement plan described in section 401(a),
403(a), or 403(b) of the Code or a governmental deferred compensation plan
described in section 457(b) of the Code may be rolled over directly to a Roth
IRA. This type of rollover is taxable. You may make a "tax-free rollover" to a
Roth IRA from a Roth IRA or from a Roth account in a retirement plan described
in section 401(a) or section 403(b) of the Code or a governmental deferred
compensation plan described in section 457(b) of the Code.

Although we allow a beneficiary of an IRA who is eligible to roll the IRA over
to a Contract as a traditional or Roth IRA to do so, we do not allow such an IRA
beneficiary to purchase any of our optional benefit Riders on that Contract.

In lieu of taking a distribution from your plan (including a section 457
deferred compensation plan maintained by a tax-exempt organization), your plan
may permit you to make a direct trustee-to-trustee transfer of plan assets.

Withholding on Rollover Distributions

Eligible rollover distributions from a retirement plan that is qualified under
section 401(a), 403(a), or 403(b) of the Code, or a governmental deferred
compensation plan described in section 457(b) of the Code are subject to
mandatory withholding. An eligible

                                       46


rollover distribution generally is any taxable distribution from such plans
except (i) minimum distributions required under section 401(a)(9) of the Code,
(ii) certain distributions for life, life expectancy, or for 10 years or more
which are part of a "series of substantially equal periodic payments," and (iii)
if applicable, certain hardship withdrawals.

Federal income tax of 20% will be withheld from an eligible rollover
distribution. The withholding is mandatory and you cannot elect to have it not
apply. This 20% withholding will not apply, however, if instead of receiving the
eligible rollover distribution, you choose to have it directly transferred to an
applicable plan, a traditional IRA, or a Roth IRA.

If you take a distribution from a Qualified Contract, we may have to withhold a
portion of the distribution and remit it to the IRS. The amount we may be
required to withhold can be up to 20% of the taxable portion of your
distribution. We treat any amount we withhold as a withdrawal from your
Contract, which could result in a reduction of the guarantees and benefits that
you may have purchased under an optional benefits Rider to your Contract. Please
read "What other optional benefits may have been available to me under a
Contract?" in "IV. Basic Information" earlier in this Prospectus for information
about the impact of withdrawals on optional benefit Riders.

We do not need to withhold any amounts if you provide us with information, on
the forms we require for this purpose, that you wish to assign a Qualified
Contract and/or transfer amounts from that Contract directly to another
Qualified Plan. Similarly, if you wish to purchase a Qualified Contract, you may
find it advantageous to instruct your existing retirement plan to transfer
amounts directly to us in lieu of making a distribution to you. YOU SHOULD SEEK
INDEPENDENT TAX ADVICE IF YOU PURCHASED A CONTRACT FOR USE WITH A QUALIFIED
PLAN.

Conversions and Rollovers to Roth IRAs

You can convert a traditional IRA to a Roth IRA or directly roll over
distributions that you receive from a retirement plan described in section
401(a), 403(a), or 403(b) of the Code or a governmental deferred compensation
plan described in section 457(b) of the Code to a Roth IRA. The Roth IRA annual
contribution limit does not apply to converted or rollover amounts.

You must, however, pay tax on any portion of the converted or rollover amount
that would have been taxed if you had not converted or rolled over to a Roth
IRA. No similar limitations apply to rollovers to one Roth IRA from another Roth
IRA or from a Roth account in a retirement plan described in section 401(a) or
section 403(b) of the Code or a governmental deferred compensation plan
described in section 457(b) of the Code. Please note that the amount deemed to
be the "converted amount" for tax purposes may be higher than the Contract Value
because of the deemed value of guarantees.

If you convert a Contract issued as a traditional IRA (or other type of
Qualified Contract, if permitted under your plan) to a Roth IRA, or instruct us
to transfer a rollover amount from a Qualified Contract to a Roth IRA, you may
instruct us to not withhold any of the conversion for taxes and remittance to
the IRS. A direct rollover or conversion is not subject to mandatory tax
withholding, even if the distribution is includible in gross income. If you do
instruct us to withhold for taxes when converting an existing Contract to a Roth
IRA, we will treat any amount we withhold as a withdrawal from your Contract,
which could result in a reduction of the guarantees and benefits you may have
purchased under an optional benefits Rider to your Contract. Please read "What
other optional benefits may have been available to me under a Contract?" in "IV.
Basic Information" earlier in this Prospectus for information about the impact
of withdrawals on optional benefit Riders.

You may find it advantageous to pay the tax due from resources other than your
retirement plan assets if you wish to purchase a Contract for use as a Roth IRA
through a rollover from that retirement plan. YOU SHOULD SEEK INDEPENDENT TAX
ADVICE IF YOU INTEND TO USE THE CONTRACT IN CONNECTION WITH A ROTH IRA.

The adjusted gross income limit for converting traditional IRAs and other
qualified retirement accounts to a Roth IRA was repealed effective January 1,
2010. Accordingly, taxpayers with more than $100,000 of adjusted gross income
may now convert such assets without an early distribution penalty at the time of
the conversion. However, the early distribution penalty may still apply if
amounts converted to a Roth IRA are distributed within the 5-taxable year period
beginning in the year the conversion is made. Generally, the amount converted to
a Roth IRA is included in ordinary income for the year in which the account was
converted. Given the potential for taxation of Roth IRA conversions and early
distribution penalties, you should consider the resources that you have
available, other than your retirement plan assets, for paying any taxes that
would become due the year of any such conversion or a subsequent year. You
should seek independent qualified tax advice if you intend to use the Contract
in connection with a Roth IRA.

Section 403(b) Qualified Plans

Section 403(b) of the Code permits public school employees and employees of
certain types of tax-exempt organizations to have their employers purchase
annuity contracts for them and, subject to certain limitations, to exclude the
Purchase Payments from gross income for tax purposes. We currently are not
offering this Contract for use in a retirement plan intended to qualify as a
section 403(b) Qualified Plan (a "Section 403(b) Qualified Plan" or the "Plan")
unless (a) we (or an affiliate of ours) previously issued annuity contracts to
that retirement plan, (b) the initial purchase payment for the new Contract is
sent to us directly from the Section 403(b) Qualified Plan through your
employer, the Plan's administrator, the Plan's sponsor or in the form of a
transfer acceptable to us, (c) we have entered into an agreement with your
Section 403(b) Qualified Plan concerning the sharing of information related to
your

                                       47


Contract (an "Information Sharing Agreement"), and (d) unless contained in the
Information Sharing Agreement, we have received a written determination by your
employer, the Plan administrator or the Plan sponsor of your Section 403(b)
Qualified Plan that the plan qualifies under section 403(b) of the Code and
complies with applicable Treasury Department regulations (a "Certificate of
Compliance") (Information Sharing Agreement and Certificate of Compliance,
together, the "Required Documentation").

We may accept, reject or modify any of the terms of a proposed Information
Sharing Agreement presented to us, and make no representation that we will enter
into an Information Sharing Agreement with your Section 403(b) Qualified Plan.

In the event that we do not receive the Required Documentation and you
nonetheless direct us to proceed with a rollover transfer of initial Purchase
Payment funds, the transfer may be treated as a taxable transaction.

Loans

A loan privilege is available only to Owners of Contracts issued in connection
with section 403(b) retirement arrangements that are not subject to Title 1 of
the Employee Retirement Income Security Act of 1974 (ERISA). The rules governing
the availability of loans, including the maximum Loan Amount, are prescribed in
the Code, Treasury regulations, IRS rulings, and our procedures in effect at the
time a loan is made. Because the rules governing loans under section 403(b)
Contracts are complicated, you should consult your tax adviser before exercising
the loan privilege. Failure to meet the requirements for loans may result in
adverse income tax consequences to you. The loan agreement you sign will
describe the restrictions and limitations applicable to the loan at the time you
apply.

Federal tax law generally requires loans to be repaid within 5 years (except in
cases where the loan was used to acquire the principal residence of a plan
participant), with repayments made at least quarterly and in level payments over
the term of the loan. Interest will be charged on your Loan Amount. Failure to
make a loan repayment when due will result in adverse income tax consequences to
you.

The amount of any Unpaid Loans will be deducted from the death benefit otherwise
payable under the Contract. In addition, loans, whether or not repaid, will have
a permanent effect on the Contract Value because the investment results of the
Investment Accounts will apply only to the unborrowed portion of the Contract
Value. The longer a loan is unpaid, the greater the effect is likely to be. The
effect could be favorable or unfavorable.

If you are considering making a rollover transfer from a retirement plan
described in section 403(b) of the Code to a traditional IRA or a Roth IRA, you
should consult with a qualified tax advisor regarding possible tax consequences.
If you have a loan outstanding under the section 403(b) plan, the transfer may
subject you to income taxation on the amount of the loan balance.

Please see Appendix E: "Qualified Plan Types" or request a copy of the SAI from
the Annuities Service Center for more detailed information regarding Section
403(b) Qualified Plans.

Puerto Rico Contracts Issued to Fund Retirement Plans

The tax laws of Puerto Rico vary significantly from the provisions of the
Internal Revenue Code of the United States that are applicable to various
Qualified Plans. With regard to Qualified Plans, although we may offer variable
annuity contracts in Puerto Rico in connection with Puerto Rican "tax qualified"
retirement plans, the text of this Prospectus addresses federal tax law only and
is inapplicable to the tax laws of Puerto Rico.

Designated Roth Accounts within Qualified Plans

The Small Business Jobs Act of 2010 authorizes: (1) participants in 457(b) plans
to contribute deferred amounts to designated Roth accounts within their 457(b)
plan; and (2) participants in 401(k), 403(b) and certain other plans to roll
over qualified distributions into a designated Roth account within their plans,
if allowed by their plans. The Contract, however, was not designed to separately
account for any Contract Value in a single Contract that is split between Roth
and non-Roth accounts, even if your 401(k) Plan, 403(b) Plan or 457 Plan allows
you to split your account. If your plan allows it, and you split your Contract
Value into Roth and non-Roth accounts, you or your plan administrator (in the
case of 401(k) Plans) will be responsible for the accounting of your Contract
Value for tax purposes: calculating withholding, income tax reporting, and
verifying Required Minimum Distribution distributions made under our Life
Expectancy Distribution program. We are not responsible for the calculations of
any service provider that you may use to split Contract Value between Roth and
non-Roth accounts. We will deny any request that would create such a split.

SEE YOUR OWN TAX ADVISOR

The foregoing description of federal income tax topics and issues is only a
brief summary and is not intended as tax advice. It does not include a
discussion of federal estate and gift tax or state tax consequences. The rules
under the Code governing Qualified Plans are extremely complex and often
difficult to understand. Changes to the tax laws may be enforced retroactively.
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. The
taxation of an Annuitant or other payee has become so complex and confusing that
great care must be taken to avoid pitfalls. For further information you should
always consult a qualified tax advisor.

                                       48


                              X. Other Information

ASSIGNMENT; CHANGE OF OWNER OR BENEFICIARY

To qualify for favorable tax treatment, certain Contracts can't be sold,
assigned, discounted, or pledged as collateral for a loan, as security for the
performance of an obligation, or for any other purpose, unless the Owner is a
trustee under section 401(a) of the Code.

Subject to these limits, while the Annuitant is alive, you may designate someone
else as the Owner by written notice to the Annuities Service Center. You chose
the Beneficiary in the application for the Contract. You may change the
Beneficiary by written notice no later than receipt of due proof of the death of
the Annuitant. Changes of Owner or Beneficiary will take effect when we receive
them, whether or not you or the Annuitant is then alive. However, these changes
are subject to:

     -    the rights of any assignees of record; and

     -    certain other conditions referenced in the Contract.

An assignment, pledge, or other transfer may be a taxable event. See "IX.
Federal Tax Matters" above. Therefore, you should consult a competent tax
adviser before taking any such action.

BENEFICIARY

The Beneficiary is the person, persons or entity designated in the Contract
specifications page (or as subsequently changed). However, if there is a
surviving Contract Owner, we will treat that person as the Beneficiary. You may
change the Beneficiary subject to the rights of any irrevocable Beneficiary. You
must make any change in writing and the change must be received at our Annuities
Service Center. We must approve any change. If approved, we will effect such
change as of the date on which it was written. We assume no liability for any
payments made or actions taken before the change is approved. If no Beneficiary
is living, any designated Contingent Beneficiary will be the Beneficiary. The
interest of any Beneficiary is subject to that of any assignee. If no
Beneficiary or Contingent Beneficiary is living, the Beneficiary is the estate
of the deceased Contract Owner. In the case of certain Qualified Contracts,
Treasury Department regulations may limit designations of Beneficiaries.

SPOUSE

FEDERAL DEFINITION OF SPOUSE. Any federal tax provisions related to status as a
"spouse" are governed by the federal Defense of Marriage Act ("DOMA"), which
does not recognize civil unions or same-sex marriages that may be allowed under
state law. Please consult with your own qualified tax advisor for information on
how federal tax rules may affect Contracts where civil union or same-sex
marriage partners, either singularly or jointly own the Contract, or are
designated Annuitant(s), Beneficiary(ies) and/or Covered Person(s).

STATE VARIATIONS. Some states require that civil union and same-sex marriage
partners receive the same contractual benefits as spouses who fall within the
DOMA definition. To see a table of states with such a requirement, you may
request an SAI from the Annuities Service Center. You should consult with a
qualified financial professional for additional information on your state's
regulations regarding civil unions and same-sex marriages.

CODE SECTION 72(s)

In order for our Nonqualified Contracts (i.e., Contracts not purchased to fund
an Individual Retirement Account or other Qualified Plan) to be treated as
annuities under the Code, we will interpret the provisions of the Contract so as
to comply with the requirements of section 72(s) of the Code, which prescribes
certain required provisions governing distributions after the death of the
Owner.

PERFORMANCE INFORMATION

We may advertise total return information about investments made in the Variable
Investment Options. We refer to this information as "Separate Account level"
performance. In our Separate Account level advertisements, we usually calculate
total return for 1, 5, and 10 year periods or since the beginning of the
applicable Variable Investment Option.

Total return at the Separate Account level is the percentage change between:

     -    the value of a hypothetical investment in a Variable Investment Option
          at the beginning of the relevant period; and

     -    the value at the end of such period.

                                       49


At the Separate Account level, total return reflects adjustments for any:

     -    mortality and expense risk charges,

     -    administrative charge,

     -    the annual Contract fee, and

     -    withdrawal charge payable if the Owner surrenders his Contract at the
          end of the relevant period.

Total return at the Separate Account level does not, however, reflect any
premium tax charges or any charges for optional benefit Riders. Total return at
the Separate Account level will be lower than that at the Trust level where
comparable charges are not deducted.

We may also advertise total return in a non-standard format in conjunction with
the standard format described above. The non-standard format is generally the
same as the standard format except that it will not reflect any Contract fee or
withdrawal charge and it may be for additional durations.

We may advertise "current yield" and "effective yield" for investments in the
Money Market Investment Option. Current yield refers to the income earned on
your investment in the Money Market Investment Option over a 7-day period and
then annualized. In other words, the income earned in the period is assumed to
be earned every 7 days over a 52-week period and stated as a percentage of the
investment.

Effective yield is calculated in a similar manner but, when annualized, the
income earned by your investment is assumed to be reinvested and thus compounded
over the 52-week period. Effective yield will be slightly higher than current
yield because of this compounding effect of reinvestment.

Current yield and effective yield reflect all the recurring charges at the
Separate Account level, but will not reflect any premium tax, any withdrawal
charge, if applicable, or any charge for optional benefit Riders.

REPORTS

At least annually, we will send you (1) a report showing the number and value of
the accumulation units in your Contract and (2) the financial statements of the
Portfolios.

VOTING PRIVILEGES

At meetings of the Portfolios' shareholders, we will generally vote all the
shares of each Portfolio that we hold in the Separate Account in accordance with
timely instructions we receive from the Owners of Contracts that participate in
the corresponding Variable Investment Option.

CHANGES TO THE SEPARATE ACCOUNT

We reserve the right, subject to applicable law, including any required
shareholder approval:

     -    to transfer assets from the Separate Account to another Separate
          Account or Investment Option by withdrawing the same percentage of
          each investment in the Separate Account with proper adjustments to
          avoid odd lots and fractions;

     -    to add or delete Variable Investment Options;

     -    to change the underlying investment vehicles;

     -    to operate the Separate Account in any form permitted by law; and

     -    to terminate the Separate Account's registration under the 1940 Act,
          if such registration should no longer be legally required.

Unless otherwise required under applicable laws and regulations, notice to or
approval of Owners will not be necessary for us to make such changes.

VARIATIONS IN CHARGES OR RATES FOR ELIGIBLE CLASSES

We may allow a reduction in or the elimination of any Contract charges, or an
increase in a credited interest rate for a Fixed Investment Option. The affected
Contracts would involve sales to groups or classes of individuals under special
circumstances that we expect to result in a reduction in our expenses associated
with the sale or maintenance of the Contracts, or that we expect to result in
mortality or other risks that are different from those normally associated with
the Contracts.

The entitlement to such variation in charges or rates will be determined by us
based upon such factors as the following:

     -    the size of the initial Purchase Payment;

     -    the size of the group or class;

     -    the total amount of Purchase Payments expected to be received from the
          group or class and the manner in which the

                                       50


          Purchase Payments are remitted;

     -    the nature of the group or class for which the Contracts are being
          purchased and the persistency expected from that group or class as
          well as the mortality or morbidity risks associated with that group or
          class;

     -    the purpose for which the Contracts are being purchased and whether
          that purpose makes it likely that the costs and expenses will be
          reduced; or

     -    the level of commissions paid to selling broker-dealers or certain
          financial institutions with respect to Contracts within the same group
          or class.

We will make any reduction in charges or increase in initial guarantee rates
according to our rules in effect at the time an application for a Contract is
approved. We reserve the right to change these rules from time to time. Any
variation in charges, rates, or fees will reflect differences in costs and
services, will apply uniformly to all prospective Contract purchasers in the
group or class, and will not be unfairly discriminatory to the interests of any
Owner.

DISTRIBUTION OF CONTRACTS

John Hancock Distributors, LLC ("JH Distributors"), a Delaware limited liability
company and an affiliate of ours, is the principal underwriter and distributor
of the Contract interests offered by this Prospectus and of other annuity and
life insurance products we and our affiliates offer. JH Distributors also acts
as the principal underwriter of John Hancock Variable Insurance Trust, whose
securities are used to fund certain Variable Investment Options under the
Contract and under other annuity and life insurance products we offer.

JH Distributors' principal address is 200 Bloor Street East, Toronto, Canada M4W
1E5. It also maintains offices with us at 601 Congress Street, Boston,
Massachusetts 02210. JH Distributors is a broker-dealer registered under the
Securities Exchange Act of 1934, as amended (the "1934 Act") and is a member of
the Financial Industry Regulatory Authority ("FINRA").

We offered the Contract for sale through broker-dealers that entered into
selling agreements for the sale of the Contracts. Broker-dealers sold the
Contract through their registered representatives who have been appointed by us
to act as our insurance agents. Signator Investors, Inc. ("Signator"), a
subsidiary of ours, or any of its affiliates that is registered under the 1934
Act and a member of FINRA, may also have offered the Contract.

JH Distributors may pay on-going compensation to broker-dealers in connection
with the sale or servicing of a Contract. In turn, the broker-dealers pay a
portion of the compensation to their registered representatives, under their own
arrangements. We may also reimburse Signator for direct and indirect expenses
actually incurred in connection with the distribution of these Contracts.

Signator representatives may have received additional cash or non-cash
incentives (including expenses for conference or seminar trips and certain
gifts) in connection with the sale of Contracts issued by us. From time to time,
Signator, at its expense, may also have provided significant additional amounts
to broker dealers or other financial services firms which sold or arranged for
the sale of the Contracts. Such compensation may have included, for example,
financial assistance to financial services firms in connection with their
conferences or seminars, sales or training programs for invited registered
representatives and other employees, payment for travel expenses, including
lodging, incurred by registered representatives and other employees for such
seminars or training programs, seminars for the public, advertising and sales
campaigns regarding the Contracts, and/or other events or activities sponsored
by the financial services firms. As a consequence of such additional
compensation, representatives and financial services firms, including but not
limited to Signator and its representatives, may have been motivated to sell our
Contracts instead of Contracts issued by other insurance companies.

We or our affiliates may provide compensation to broker-dealers for providing
on-going service in relation to Contracts that have already been purchased. The
amount and timing of compensation we or our affiliates may provide may vary, but
total compensation paid to broker-dealers with respect to the Contracts is not
expected to exceed the amount of compensation for distribution of the Contracts
as described in this Prospectus.

TRANSACTION CONFIRMATIONS

We will send you confirmation statements for certain transactions in your
Investment Accounts. You should carefully review these transaction confirmations
to verify their accuracy. You should report any mistakes immediately to our
Annuities Service Center. If you fail to notify our Annuities Service Center of
any mistake within 60 days of the delivery of the transaction confirmation, we
will deem you to have ratified the transaction. We encourage you to register for
electronic delivery of your transaction confirmations. Please contact the John
Hancock Annuities Service Center at the applicable telephone number or Internet
address shown on the first page of this Prospectus for more information on
electronic transactions.

STATEMENT OF ADDITIONAL INFORMATION

Our Statement of Additional Information provides additional information about
the Contract, including the optional benefit Riders and the Separate Account,
including information on our history, services provided to the Separate Account
and legal and regulatory matters. We filed the Statement of Additional
Information with the SEC on the same date as this Prospectus and incorporate it
herein

                                       51


by reference. You may obtain a copy of the current Statement of Additional
Information without charge by contacting us at the Annuities Service Center
shown on the first page of this Prospectus. The SEC also maintains a Web site
(http://www.sec.gov) that contains the Statement of Additional Information and
other information about us, the Contract and the Separate Account. We list the
Table of Contents of the Statement of Additional Information below.

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT T
(FORMERLY JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF)
Statement of Additional Information
Table of Contents



............................................................................    page of SAI
                                                                            
General Information and History ...........................................          1
Accumulation Unit Values ..................................................          1
Services ..................................................................          1
  Independent Registered Public Accounting Firm ...........................          1
  Principal Underwriter ...................................................          1
  Compensation ............................................................          2
Calculation of Performance Data ...........................................          2
  Money Market Variable Investment Options ................................          2
  Other Variable Investment Options .......................................          2
Other Performance Information .............................................          3
State Variations Regarding Recognition of Same-Sex Couples.................          4
Qualified Plan Types.......................................................          4
  Traditional IRAs.........................................................          4
  Roth IRAs................................................................          5
  Simple IRA Plans.........................................................          5
  Simplified Employee Pensions (SEP-IRAs)..................................          6
  Section 403(b) Qualified Plans or Tax-Sheltered Annuities................          6
  Restrictions Under the Texas Optional Retirement Program.................          7
  Corporate and Self-Employed ("H.R.-10 and "Keogh") Pension
    and Profit-Sharing Plans...............................................          8
  Deferred Compensation Plans of State and Local Governments
    and Tax-Exempt Organizations...........................................          8
Calculation of Annuity Payments............................................          8
  Calculation of Annuity Units.............................................          8
  Annuity Unit Values......................................................          9
  Mortality Tables.........................................................         10
Additional Information About Determining Unit Values ......................         10
  Net Investment Rate .....................................................         10
  Adjustment of Units and Values ..........................................         10
  Hypothetical Example Illustrating the Calculation of
    Accumulation Unit Values and Annuity Unit Values ......................         10
Purchases and Redemptions of Portfolio Shares .............................         10
The Separate Account ......................................................         11
Liability for Telephone Transfers .........................................         11
Voting Privileges .........................................................         11
Legal and Regulatory Matters...............................................         12
Financial Statements ......................................................         13


FINANCIAL STATEMENTS

The Statement of Additional Information also contains the Company's financial
statements for the years ended December 31, 2010 and 2009, and its Separate
Account financial statements for the year ended December 31, 2010 (the
"Financial Statements"). Our Financial Statements provide information on our
financial strength for the year ended 2010, including information on our general
account assets that were available at that time to support our guarantees under
the Contracts and any optional benefit Riders. The Company's general account
consists of securities and other investments, the value of which may decline
during periods of adverse market conditions.

                                       52


             APPENDIX A: Details About Our Fixed Investment Options

INVESTMENTS THAT SUPPORT OUR FIXED INVESTMENT OPTIONS

We back our obligations under the Fixed Investment Options with John Hancock
USA's general assets. Subject to applicable law, we have sole discretion over
the investment of our general assets (including those held in our "non-unitized"
separate account that primarily supports the Fixed Investment Options). We
invest these amounts in compliance with applicable state insurance laws and
regulations concerning the nature and quality of our general investments.

We invest the non-unitized separate account assets, according to our detailed
investment policies and guidelines, in fixed income obligations, including:

      -     corporate bonds;

      -     mortgages;

      -     mortgage-backed and asset-backed securities; and

      -     government and agency issues.

We invest primarily in domestic investment-grade securities. In addition, we use
derivative Contracts only for hedging purposes, to reduce ordinary business
risks associated with changes in interest rates, and not for speculating on
future changes in the financial markets. Notwithstanding the foregoing, we are
not obligated to invest according to any particular strategy.

GUARANTEED INTEREST RATES

We declare the guaranteed rates from time to time as market conditions and other
factors dictate. We advise you of the guaranteed rate for a selected Fixed
Investment Option at the time we:

      -     receive your Purchase Payment;

      -     effectuate your transfer; or

      -     renew your Fixed Investment Option.

We have no specific formula for establishing the guaranteed rates for the Fixed
Investment Options. The rates may be influenced by interest rates generally
available on the types of investments acquired with amounts allocated to the
Fixed Investment Option. In determining guarantee rates, we may also consider,
among other factors, the duration of the Fixed Investment Option, regulatory and
tax requirements, sales and administrative expenses we bear, risks we assume,
our profitability objectives, and general economic trends.

COMPUTATION OF MARKET VALUE ADJUSTMENT

We determine the amount of the market value adjustment by multiplying the amount
being taken from the Fixed Investment Option (before any applicable withdrawal
charge, if any is applicable) by a factor expressed by the following formula:

                                     (1+g)  (n)
                                     -----  --  -1
                                 (1+c+0.005)(12)

where,

G is the guaranteed rate in effect for the current Fixed Investment Option.

C is the current guaranteed rate in effect for new Fixed Investment Options with
duration equal to the number of years remaining in the current Fixed Investment
Option (rounded to the nearest whole number of years). If we are not currently
offering such a Fixed Investment Option, we will declare a guarantee rate,
solely for this purpose, consistent with interest rates currently available.

N is the number of complete months from the date of withdrawal to the end of the
current Fixed Investment Option. (If less than one complete month remains, N
equals one unless the withdrawal is made on the last day of the Fixed Investment
Option, in which case no adjustment applies.)

                                       A-1


SAMPLE CALCULATION 1: POSITIVE ADJUSTMENT


                                                    
Amount withdrawn or transferred                        $10,000
Guarantee period                                       5 years
Time of withdrawal or transfer                         beginning of 3rd year of guaranteed period
Guaranteed rate (g)                                    4%
Guaranteed rate for new 3 year guarantee (c)           3%
Remaining guarantee period (n)                         36 months


Market Value Adjustment:

                               (  1+0.04    )(36)
                      10.000 X [------------  --  -1] = 145.63
                               (1+0.03+0.005) 12

Amount withdrawn or transferred (adjusted for market value adjustment): $10,000
+ $145.63 = $10,145.63

*  All interest rates have been arbitrarily chosen for purposes of this example.
In most cases they will bear little or no relation to the rates we are actually
guaranteeing at any time.

SAMPLE CALCULATION 2: NEGATIVE ADJUSTMENT


                                                 
Amount withdrawn or transferred                     $10,000
Guarantee period                                    5 years
Time of withdrawal or transfer                      beginning of 3rd year of guaranteed period
Guaranteed rate (g)                                 4%
Guaranteed rate for new 3 year guarantee (c)        5%
Remaining guarantee period (n)                      36 months


Market Value Adjustment:

                               (  1+0.04    )(36)
                      10.000 X [------------  --  -1] = -420.50
                               (1+0.05+0.005) 12

Amount withdrawn or transferred (adjusted for market value adjustment): $10,000
- $420.50 = $9,579.50

*     All interest rates shown have been arbitrarily chosen for purposes of this
      example. In most cases they will bear little or no relation to the rates
      we are actually guaranteeing at any time.

                                       A-2


             APPENDIX B: Examples of Withdrawal Charge Calculations

DECLARATION AND PATRIOT VARIABLE ANNUITIES

Assume the Following Facts:

      -     On January 1, 1997, you make a $5000 initial Purchase Payment and we
            issue you a Contract.

      -     On January 1, 1998, you make a $1000 Purchase Payment.

      -     On January 1, 1999, you make a $1000 Purchase Payment.

      -     On January 1, 2000, the total value of your Contract is $9000
            because of good investment earnings.

Now assume you make a withdrawal of $6000 (no tax withholding) on January 2,
2000. In this case, assuming no prior withdrawals, we would deduct a CDSL of
$272.23. We withdraw a total of $6272.23 from your Contract.

          $   6,000.00 -- withdrawal request payable to you
          +     272.23 -- withdrawal charge payable to us
          ------------
          $   6,272.23 -- total amount withdrawn from your Contract

Here Is How We Determine the Withdrawal Charge:

      (1) We FIRST reduce your $5000 INITIAL PURCHASE PAYMENT by the three
annual $30 Contract fees we assessed on January 1, 1998, 1999, and 2000. We
withdraw the remaining $4910 from your Contract.

          $5,000
          -   30 -- 1998 Contract fee payable to us
          -   30 -- 1999 Contract fee payable to us
          -   30 -- 2000 Contract fee payable to us
          ------
          $4,910 -- amount of your initial Purchase Payment we would
                    consider to be withdrawn

Under the free withdrawal provision, we deduct 10% of the total value of your
Contract at the beginning of the Contract Year, or $900 (.10 x $9000). We pay
the $900 to you as part of your withdrawal request, and we assess a withdrawal
charge on the remaining balance of $4010. Because you made the initial Purchase
Payment 3 years ago, the withdrawal charge percentage is 5%. We deduct the
resulting $200.50 from your Contract to cover the withdrawal charge on your
initial Purchase Payment. We pay the remainder of $3809.50 to you as a part of
your withdrawal request.

          $ 4,910.00
          -      900 -- free withdrawal amount (payable to you)
          ----------
          $    4,010
          x      .05
          ----------
          $   200.50 -- withdrawal charge on initial Purchase Payment (payable
                        to us)

          $ 4,010.00
          -   200.50
          ----------
          $ 3,809.50 -- part of withdrawal request payable to you

      (2) We NEXT deem the entire amount of your 1998 PURCHASE PAYMENT to be
withdrawn and we assess a withdrawal charge on that $1000 amount. Because you
made this Purchase Payment 2 years ago, the withdrawal charge percentage is 5%.
We deduct the resulting $50 from your Contract to cover the withdrawal charge on
your 1998 Purchase Payment. We pay the remainder of $950 to you as a part of
your withdrawal request.

          $ 1,000
          x   .05
          -------
          $    50 -- withdrawal charge on 1998 Purchase Payment (payable to us)

          $ 1,000
          -    50
          -------
          $   950 -- part of withdrawal request payable to you

                                       B-1


DECLARATION AND PATRIOT VARIABLE ANNUITIES - CONTINUED

      (3) We NEXT determine what additional amount we need to withdraw to
provide you with the total $6000 you requested, after the deduction of the
withdrawal charge on that additional amount. We have already allocated $900 from
the free withdrawal amount, $3809.50 from your initial Purchase Payment, and
$950 from your 1998 Purchase Payment. Therefore, $340.50 is needed to reach
$6000.

          $  6,000.00 -- total withdrawal amount requested
          -    900.00 -- free withdrawal amount
          -  3,809.50 -- payment deemed from initial Purchase Payment
          -    950.00 -- payment deemed from 1998 Purchase Payment
          -----------
          $    340.50 -- additional payment to you needed to reach $6000

We know that the withdrawal charge percentage for this remaining amount is 6%,
because you are already deemed to have withdrawn all Purchase Payments you paid
prior to 1999. We use the following formula to determine how much more we need
to withdraw:

Remainder due to you = Withdrawal needed -- [applicable withdrawal charge
percentage times withdrawal needed]

          $   340.50       =  x -- [.06x]
          $   340.50       =  .94x
          $   340.50/0.94  =  X
          $   362.23       =  X

          $   362.23       --  deemed withdrawn from 1999 Purchase Payment
          $-  340.50       --  part of withdrawal request payable to you
          ----------
          $    21.73       --  withdrawal charge on 1999 Purchase Payment
                               deemed withdrawn (payable to us)

          $   200.50       --  withdrawal charge on the INITIAL PURCHASE PAYMENT
          $+   50.00       --  withdrawal charge on the 1998 PURCHASE PAYMENT
          $+   21.73       --  withdrawal charge on the 1999 PURCHASE PAYMENT
          ----------
          $   272.23       --  Total withdrawal charge

EXAMPLES OF WITHDRAWAL CHARGE CALCULATIONS - CONTINUED

Revolution Extra Variable Annuities

Assume the Following Facts:

      -     On January 1, 2001, you make a $5,000 initial Purchase Payment and
            we issue you a Contract.

      -     On January 1, 2002, you make a $1,000 Purchase Payment.

      -     On January 1, 2003, you make a $1,000 Purchase Payment.

      -     On January 1, 2004, the total value of your Contract is $7,500
            because of the extra credits and favorable investment earnings.

Now assume you make a withdrawal of $7,000 (no tax withholding) on January 2,
2004. In this case, assuming no prior withdrawals, we would deduct a CDSL of
$474.19. We withdraw a total of $7,474.19 from your Contract.

          $ 7,000.00 -- withdrawal request payable to you
          +   474.19 -- withdrawal charge payable to us
          ----------
          $ 7,474.19 -- total amount withdrawn from your Contract

Here Is How We Determine the Withdrawal Charge:

(1)   We first distribute to you the $500 profit you have in your Contract
      ($7,500 total Contract Value less $7,000 of Purchase Payments you have
      paid) under the free withdrawal provision.

(2)   Next we repay to you the $5,000 Purchase Payments you paid in 2001 Under
      the free withdrawal provision, $200 of that Purchase Payment is charge
      free ($7,000 total Purchase Payments paid x 10%; less the $500 free
      withdrawal in the same Contract Year described in paragraph 1 above). We
      assess a withdrawal charge on the remaining balance of $4,800 from your
      2001 Purchase Payment. Because you made that Purchase Payment 3 years ago,
      the withdrawal charge percentage is 7%. We deduct the resulting $336 from
      your Contract to cover the withdrawal charge on your 2001 Purchase
      Payment. We pay the remainder of $4,464 to you as a part of your
      withdrawal request.

                                       B-2


Revolution Extra Variable Annuities -- continued

          $ 5,000
          -   200 -- free withdrawal amount (payable to you)
          -------
          $ 4,800
          x   .07
          -------
          $   336 --  withdrawal charge on 2001 Purchase Payment (payable to us)

          $ 4,800
          -   336
          -------
          $ 4,464 --  part of withdrawal request payable to you

(1)   We NEXT deem the entire amount of your 2002 PURCHASE PAYMENT to be
      withdrawn and we assess a withdrawal charge on that $1,000 amount. Because
      you made this Purchase Payment 2 years ago, the withdrawal charge
      percentage is 7%. We deduct the resulting $70 from your Contract to cover
      the withdrawal charge on your 2002 Purchase Payment. We pay the remainder
      of $930 to you as a part of your withdrawal request.

          $ 1,000
          x   .07
          -------
          $    70--  withdrawal charge on 2002 Purchase Payment (payable to us)

          $ 1,000
          -    70
          -------
          $   930 --  part of withdrawal request payable to you

(2)   We NEXT determine what additional amount we need to withdraw to provide
      you with the total $7,000 you requested, after the deduction of the
      withdrawal charge on that additional amount. We have already allocated
      $500 from profits under paragraph 1 above, $200 of additional free
      withdrawal amount under paragraph 2, $4,464 from your 2001 Purchase
      Payment under paragraph 2, and $930 from your 2003 Purchase Payment under
      paragraph 3. Therefore, $906 is needed to reach $7,000.

          $ 7,000 -- total withdrawal amount requested
          -   500 -- profit
          -   200 -- free withdrawal amount
          - 4,464 -- payment deemed from initial Purchase Payment
          -   930 -- payment deemed from initial Purchase Payment
          -------
          $   906 -- additional payment to you needed to reach $7,000

We know that the withdrawal charge percentage for this remaining amount is 7%,
because you are already deemed to have withdrawn all Purchase Payments you paid
prior to 2003. We use the following formula to determine how much more we need
to withdraw:

Remainder due to you = Withdrawal needed -- [applicable withdrawal charge
percentage times withdrawal needed]

          $     906 =  x -- [.07x]
          $     906 =  .93x
          $ 906/.93 =  X
          $  974.19 =  X

          $  974.19 -- deemed withdrawn from 2003 Purchase Payment
          $  906.00 -- part of withdrawal request payable to you
          ---------
          $   68.19 --  withdrawal charge on 2003 Purchase Payment deemed
                        withdrawn (payable to us)

Revolution Value Variable Annuities

Assume the Following Facts:

     -    On January 1, 2001, you make a $5,000 initial Purchase Payment and we
          issue you a Contract.

     -    On January 1, 2002, you make a $1,000 Purchase Payment.

     -    On January 1, 2003, you make a $1,000 Purchase Payment.

     -    On January 1, 2004, the total value of your Contract is $7,500 because
          of favorable investment earnings.

                                      B-3


EXAMPLES OF WITHDRAWAL CHARGE CALCULATIONS - CONTINUED

Now assume you make a withdrawal of $7,000 (no tax withholding) on January 2,
2004. In this case, assuming no prior withdrawals, we would deduct a withdrawal
charge of $289.36. We withdraw a total of $7,289.36 from your Contract.

Revolution Value Variable Annuities -- continued

          $ 7,000.00 -- withdrawal request payable to you
          +   289.36 -- withdrawal charge payable to us
          ----------
          $ 7,289.36 -- total amount withdrawn from your Contract

Here Is How We Determine the Withdrawal Charge:

     (1)  We FIRST distribute to you the $500 profit you have in your Contract
          ($7,500 total Contract Value less $7,000 of Purchase Payments you have
          paid) under the free withdrawal provision.

Next we repay to you the $5,000 Purchase Payments you paid in 2001. Under the
free withdrawal provision, $200 of that Purchase Payment is charge free ($7,000
total Purchase Payments paid x 10%; less the $500 free withdrawal in the same
Contract Year described in paragraph 1 above). We assess a withdrawal charge on
the remaining balance of $4,800 from your 2001 Purchase Payment. Because you
made that Purchase Payment 3 years ago, the withdrawal charge percentage is 4%.
We deduct the resulting $192 from your Contract to cover the withdrawal charge
on your 2001 Purchase Payment. We pay the remainder of $4,608 to you as a part
of your withdrawal request.

          $ 5,000
          -   200 -- free withdrawal amount (payable to you)
          -------
          $ 4,800
          x   .04
          -------
          $   192 -- withdrawal charge on 2001 Purchase Payment (payable to us)

          $ 4,800
          -   192
          -------
          $ 4,608 -- part of withdrawal request payable to you

      (2)   We NEXT deem the entire amount of your 2002 PURCHASE PAYMENT to be
            withdrawn and we assess a withdrawal charge on that $1,000 amount.
            Because you made this Purchase Payment 2 years ago, the withdrawal
            charge percentage is 5%. We deduct the resulting $50 from your
            Contract to cover the withdrawal charge on your 2002 Purchase
            Payment. We pay the remainder of $950 to you as a part of your
            withdrawal request.

          $  1,000
          x    .05
          --------
          $     50 -- withdrawal charge on 2002 Purchase Payment (payable to us)

          $  1,000
          -     50
          --------
          $    950 -- part of withdrawal request payable to you

      (3)   We NEXT determine what additional amount we need to withdraw to
            provide you with the total $7,000 you requested, after the deduction
            of the withdrawal charge on that additional amount. We have already
            allocated $500 from profits under paragraph 1 above, $200 of
            additional free withdrawal amount under paragraph 2, $4,608 from
            your 2001 Purchase Payment under paragraph 2, and $950 from your
            2003 Purchase Payment under paragraph 3. Therefore, $742 is needed
            to reach $7,000.

          $ 7,000 -- total withdrawal amount requested
          -   500 -- Profit
          -   200 -- free withdrawal amount
          - 4,608 -- payment deemed from initial Purchase Payment
          -   950 -- payment deemed from 2002 Purchase Payment
          -------
          $   742 --  additional payment to you needed to reach $7,000

      (4)   We know that the withdrawal charge percentage for this remaining
            amount is 6%, because you are already deemed to have withdrawn all
            Purchase Payments you paid prior to 2003. We use the following
            formula to determine how much more we need to withdraw:

                                      B-4


EXAMPLES OF WITHDRAWAL CHARGE CALCULATIONS - CONTINUED

Revolution Value Variable Annuities - continued

Remainder due to you = Withdrawal needed -- [applicable withdrawal charge
percentage times withdrawal needed]

          $     742.00  =  x -- [.06x]
          $     742.00  =  .94x
          $ 742.00/.94  =  X
          $     789.36  =  X

          $     789.36  -- Deemed withdrawn from 2003 Purchase Payment
          $     742.00  -- part of withdrawal request payable to you
          ------------
          $      47.36  -- withdrawal charge on 2003 Purchase Payment deemed
                           withdrawn (payable to us)

                                      B-5


                  APPENDIX C: Optional Enhanced Death Benefits

DECLARATION AND PATRIOT VARIABLE ANNUITIES

"Stepped-Up" Death Benefit Rider

If you were under age 80 when you applied for your Contract, you may have
elected to enhance the standard death benefit by purchasing a stepped-up death
benefit. Under this benefit, if the Annuitant dies before the Contract's
Maturity Date, we will pay the Beneficiary the greater of:

      -     the standard death benefit (described above); or

      -     the highest total value of your Contract (adjusted by any market
            value adjustment) as of any anniversary of your Contract to date,
            PLUS any Purchase Payments you have made since that anniversary,
            MINUS any withdrawals you have taken (and any related withdrawal
            charges) since that anniversary.

For these purposes, however, we count only those Contract Anniversaries that
occur (1) BEFORE we receive proof of death and any required settlement
instructions and (2) BEFORE the Annuitant attains age 81 (80 1/2 for PATRIOT
VARIABLE ANNUITIES).

You may have elected this benefit ONLY when you applied for the Contract and
ONLY if this benefit is available in your state. As long as the benefit is in
effect, you will pay a monthly charge for this benefit as shown in the Fee
Tables. For a description of this charge, refer to "What Fees and Charges will
be Deducted from My Contract?"

You should carefully review the tax considerations for optional benefit benefits
section before selecting this optional benefit. For a more complete description
of the terms and conditions of this benefit, you should refer directly to the
benefit. We will provide you with a copy on request.

Accidental Death Benefit Rider

If you are under age 80 when you apply for your Contract, you may elect to
purchase an accidental death benefit. In addition to any other death benefit,
this benefit provides a benefit upon the accidental death of the Annuitant prior
to the earlier of:

      -     the Contract's Maturity Date; and

      -     the Annuitant's 80(th) birthday.

Under this benefit, the Beneficiary will receive an amount equal to the total
value of the Contract as of the date of the accident, up to a maximum of
$200,000. We will pay the benefit after we receive, at the Annuities Service
Center:

      -     proof of the Annuitant's death; and

      -     any required instructions as to method of settlement.

You may elect this benefit ONLY when you apply for the Contract. As long as the
benefit is in effect, you will pay a monthly charge for this benefit as shown in
the Fee Tables.

YOU SHOULD CAREFULLY REVIEW THE TAX CONSIDERATIONS FOR OPTIONAL BENEFIT RIDERS
BEFORE SELECTING THIS OPTIONAL BENEFIT RIDER. FOR A COMPLETE DESCRIPTION OF THE
TERMS AND CONDITIONS OF THIS BENEFIT, YOU SHOULD REFER DIRECTLY TO THE RIDER. WE
WILL PROVIDE YOU WITH A COPY UPON REQUEST. NOT ALL STATES ALLOW THIS BENEFIT.

REVOLUTION ACCESS, REVOLUTION EXTRA, AND REVOLUTION VALUE VARIABLE ANNUITIES

You may have elected a death benefit that differs from the standard death
benefit by purchasing an optional death benefit Rider:

      -     only if the Rider was available in your state when you applied for
            the Contract;

      -     if you elected the Enhanced Death Benefit Rider, only if each Owner
            and each Annuitant was under age 80 at the time you applied for the
            Contract; and

      -     if you elected the Earnings Enhancement Death Benefit Rider, only if
            each Owner and each Annuitant was under age 75 at the time you
            applied for the Contract.

We may have waived either or both of the last two restrictions for Contracts
purchased prior to the date a Rider was available in your state.

As long as an optional death benefit Rider is in effect, you will pay the
monthly charge shown in the Fee Tables for that benefit. The Rider and its
related charges terminate on:

      -     the Contract's Maturity Date; or

      -     upon your surrendering the Contract; or

      -     a change of ownership, except where a spousal Beneficiary continues
            the Rider after an Owner's death (we explain Contract continuation
            by a spouse in "Distributions Requirements Following Death of
            Owner").

                                       C-1



In addition, you may terminate the Enhanced Death Benefit Rider at any time by
providing written notification to us at the Annuities Service Center shown on
the first page of this Prospectus. If you purchase an Earnings Enhancement Death
Benefit Rider, however, you CANNOT request us to terminate the Rider and its
charges.

Enhanced Death Benefit Rider

Under this benefit, we will pay the greatest of:

      -     the standard death benefit;

      -     the amount of each Purchase Payment you have paid (but not including
            any extra credits), accumulated at 5% effective annual interest
            during the benefit's measuring period (less any withdrawals you have
            taken and not including any interest on such amounts after they are
            withdrawn); or

      -     the highest total value of your Contract (adjusted by any market
            value adjustment) as of any anniversary of your Contract during the
            benefit's measuring period, plus any Purchase Payments you have made
            since that anniversary, minus any withdrawals you have taken since
            that anniversary.

The benefit's "measuring period" includes only those Contract Anniversaries that
occur (1) before we receive proof of death and (2) before the measuring life
attains age 81. The benefit's "measuring life" is:

      -     the Owner, if there is only one Owner under your Contract and the
            death benefit is payable because the Owner dies before the Maturity
            Date;

      -     the oldest Owner, if there are joint Owners under your Contract and
            the death benefit is payable because either Owner dies before the
            Maturity Date;

      -     the Annuitant, if there is only one Annuitant under your Contract
            and the death benefit is payable because the Annuitant dies before
            the Maturity Date;

      -     the youngest Annuitant, if there are joint Annuitants under your
            Contract and the death benefit is payable because the surviving
            Annuitant dies during the Owner(s) lifetime(s) but before the
            Maturity Date.

If an Owner is also an Annuitant, we will generally consider that person to be
an "Owner" instead of an "Annuitant" for purposes of determining the benefit's
measuring life.

For a more complete description of the terms and conditions of this benefit, you
should refer directly to the benefit. We will provide you with a copy on
request.

You should carefully review the tax considerations for optional benefits under
"IX. Federal Tax Matters" if you selected this optional benefit.

Earnings Enhancement Death Benefit Rider
(not available for Contracts issued to Qualified Plans)

Under this benefit, the death benefit may be increased by an earnings
enhancement amount that will vary based on the age of the Owners and Annuitants
when you purchased the benefit. In certain marketing materials, this benefit may
have been referred to as the "Beneficiary Tax Relief" benefit because any
amounts paid under this benefit can be used to cover taxes that may be due on
death benefit proceeds under your Contract. Amounts paid under this benefit,
however, may also be subject to tax and may be greater than or less than the
amount of taxes due on the death benefits.

The Earnings Enhancement amount is determined as follows:

      -     if all of the Owners and the Annuitant are under age 70 on the date
            your benefit is issued, the Earnings Enhancement amount will be 40%
            of the difference between the Standard Death Benefit (or Enhanced
            Death Benefit, if that benefit is in effect) and your "Net Purchase
            Payments," up to a maximum benefit amount of 80% of your "Adjusted
            Net Purchase Payments" prior to the date of the decedent's death;

      -     if any of the Owners or the Annuitant is age 70 or older on the date
            your benefit is issued, the Earnings Enhancement amount will be 25%
            of the difference between the Standard Death Benefit (or Enhanced
            Death Benefit, if that benefit is in effect) and your "Net Purchase
            Payments," up to a maximum benefit amount of 50% of your "Adjusted
            Net Purchase Payments" prior to the date of the decedent's death;
            but

      -     if there are joint Annuitants under your Contract, we will not count
            the age of the older Annuitant for either of these purposes unless
            the older Annuitant is also an Owner.

"Net Purchase Payments," for purposes of this benefit, means Purchase Payments
you paid for the Contract, less any withdrawals in excess of earnings from your
Contract (including any surrender charges imposed on these withdrawals). For
this purpose, we consider withdrawals to be taken first from earnings on your
Contract before they are taken from your Purchase Payments. "Adjusted Net
Purchase Payments" means Net Purchase Payments minus any Purchase Payments you
paid in the 12 month period prior to the decedent's death (excluding the initial
Purchase Payments).

For a more complete description of the terms and conditions of this benefit, you
should refer directly to the Rider. We will provide you with a copy on request.

                                       C-2


YOU SHOULD CAREFULLY REVIEW THE TAX CONSIDERATIONS FOR OPTIONAL BENEFIT RIDERS
UNDER "IX. FEDERAL TAX MATTERS" IF YOU SELECTED ANY OF THESE OPTIONAL DEATH
BENEFIT RIDERS. THE DEATH BENEFITS UNDER THESE RIDERS WILL DECREASE IF YOU MAKE
WITHDRAWALS UNDER YOUR CONTRACT. THE ENHANCED EARNINGS DEATH BENEFIT RIDER MAY
NOT BE APPROPRIATE FOR YOU IF YOU EXPECT TO WITHDRAW EARNINGS.

                                       C-3


     APPENDIX D: Examples of Earnings Enhancement Death Benefit Calculation
        (Not applicable to the Declaration or Patriot Variable Annuities)

The following are examples of the optional Earnings Enhancement death benefit.
We have assumed that there are earnings under the Contracts in each case. Actual
investment performance may be greater or lower than the amounts shown.

EXAMPLE 1

Earnings Enhancement death benefit with standard death benefit, no adjustments
for withdrawals or Additional Purchase Payments

Assume:

      -     You elect the Earnings Enhancement death benefit Rider (but not the
            enhanced death benefit Rider) when you purchase your Contract,

      -     At the time of purchase, you and the Annuitant are each under age 70
            and you pay an initial Purchase Payment of $100,000,

      -     You allocate the Purchase Payment to a Variable Investment Option,
            and make no transfers of Contract Value to other Investment Options,

      -     We determine the death benefit before the Maturity Date, in the
            fourth year of your Contract on a day when the total value of your
            Contract is $180,000.

CALCULATION OF STANDARD DEATH BENEFIT. We compare the total value of your
Contract ($180,000, with no market value adjustment) to the total amount of
Purchase Payments you paid ($100,000, with no adjustment for withdrawals). The
standard death benefit is the higher of the two, or $180,000.

CALCULATION OF EARNINGS ENHANCEMENT AMOUNT. Because you and the Annuitant were
both under age 70 when the Rider was issued, the Earnings Enhancement amount is
40% of the difference between the standard death benefit and your "Net
Premiums," up to a maximum benefit amount equal to 80% of your "Adjusted Net
Premiums."

CALCULATION OF NET PURCHASE PAYMENTS AND ADJUSTED NET PURCHASE PAYMENTS. To
determine "Net Purchase Payments," we reduce the Purchase Payments you paid
($100,000) by the amount of any withdrawals in excess of earnings ($0, with no
adjustment for withdrawal charges). In this example, the Net Purchase Payments
is $100,000. To determine "Adjusted Net Purchase Payments," we reduce the Net
Purchase Payments ($100,000) by any Purchase Payments you made, other than the
initial Purchase Payment, during the 12 months before we calculated the death
benefit ($0). In this example, the "Adjusted Net Purchase Payments" is $100,000.

CALCULATION OF MAXIMUM BENEFIT AMOUNT. The maximum benefit amount under the
Earnings Enhancement death benefit Rider in this example is 80% of the Adjusted
Net Premiums ($100,000), or $80,000.

The Earnings Enhancement amount is 40% of the difference between the standard
death benefit ($180,000) and your Net Premiums ($100,000), up to the maximum
benefit amount. In this example, 40% of the difference is $32,000, which is less
than the maximum benefit amount ($80,000). The Earnings Enhancement amount is
therefore $32,000.

The total Death Benefit in this example is the standard death benefit ($180,000)
plus the Earnings Enhancement amount ($32,000), or $212,000.

                                       D-1


EXAMPLE 2

Earnings Enhancement death benefit with enhanced death benefit, adjusted for
withdrawal and Additional Purchase Payments.

Assume:

      -     you elect the Earnings Enhancement death benefit Rider and the
            enhanced death benefit Rider when you purchase your Contract;

      -     at the time of purchase, you are over age 70 and you pay an initial
            Purchase Payment of $100,000; - you allocate the Purchase Payments
            to a Variable Investment Option, and make no transfers of Contract
            Value to other Investment Options;

      -     on the seventh anniversary of your Contract, your total value in the
            Contract is $175,000, which is the highest value on any anniversary
            date;

      -     on the day after the seventh anniversary of your Contract, you make
            a withdrawal of $80,000;

      -     on the eighth anniversary of your Contract, the total value of your
            Contract is $110,000, and you make an Additional Purchase Payment of
            $10,000 at the end of the eighth year of your Contract;

      -     we determine the death benefit before the Maturity Date in the
            middle of the ninth year of your Contract, on a day when the total
            value of your Contract is $120,000.

CALCULATION OF ENHANCED DEATH BENEFIT. In this example, the enhanced death
benefit is the highest of an accumulated premium "roll-up" amount, a "highest
anniversary value" amount and the value of your Contract on the date the death
benefit is determined.

CALCULATION OF PREMIUM ROLL-UP. We calculate the amount of each Purchase Payment
you have paid, accumulated at a 5% effective annual rate, minus any withdrawals.
In this example, the accumulated value of your initial Purchase Payment, after
adjustment for the $80,000 withdrawal, is $65,319.75, and the accumulated value
of your second Purchase Payment is $10,246.95. The total amount of the premium
"roll-up" is $75,566.70.

CALCULATION OF HIGHEST ANNIVERSARY VALUE. We determine the highest anniversary
value of your Contract on any anniversary date during the Rider's measuring
period ($175,000), plus any Purchase Payments since that date ($10,000), minus
any withdrawals since that date ($80,000). In this example, the "highest
anniversary value" is $105,000.

The total value of your Contract on the date the death benefit is determined
($120,000, with no market value adjustment) is higher than the premium roll-up
amount ($75,566.70) and higher than the "highest anniversary value" amount
($105,000). The enhanced death benefit is therefore $120,000.

CALCULATION OF EARNINGS ENHANCEMENT AMOUNT. Because you were over age 70 when
the Rider was issued, the Earnings Enhancement amount is 25% of the difference
between the enhanced death benefit and your "Net Premiums," up to a maximum
benefit amount equal to 50% of your "Adjusted Net Premiums."

CALCULATION OF NET PREMIUMS AND ADJUSTED NET PREMIUMS. To determine "Net
Premiums," we reduce the Purchase Payments you paid by the amount of any
withdrawals in excess of earnings (including withdrawal charges). In this
example, you withdrew $80,000 at a time when your earnings were $75,000 and no
withdrawal charges were imposed. The amount withdrawn in excess of earnings is
therefore $5,000. Net Premiums is the amount of Purchase Payments paid
($110,000) less amounts withdrawn in excess of earnings ($5,000), or $105,000.
To determine "Adjusted Net Premiums," we reduce the Net Premiums ($105,000) by
any Purchase Payments you made during the 12 months before we calculated the
death benefit ($10,000). In this example, the "Adjusted Net Premiums" is
$95,000.

CALCULATION OF MAXIMUM BENEFIT AMOUNT. The maximum benefit amount under the
Earnings Enhancement death benefit Rider in this example is 50% of your Adjusted
Net Premiums ($95,000), or $47,500.

The Earnings Enhancement amount is 25% of the difference between the enhanced
death benefit ($120,000) and your Net Premiums ($105,000), up to the maximum
benefit amount. In this example, 25% of the difference is $3,750, which is less
than the maximum benefit amount ($47,500). The Earnings Enhancement amount is
therefore $3,750.

The total Death Benefit in this example is the enhanced death benefit ($120,000)
plus the Earnings Enhancement amount ($3,750), or $123,750.

                                       D-2


                        APPENDIX E: Qualified Plan Types

For more detailed information about these plan types, you may request a
Statement of Additional Information.



              PLAN TYPE
                                 
          TRADITIONAL IRAS          Section 408 of the Code permits eligible individuals to contribute to an individual retirement
                                    program known as an Individual Retirement Annuity or IRA (sometimes referred to as a
                                    traditional IRA to distinguish it from the Roth IRA discussed below). IRAs are subject to
                                    limits on the amounts that may be contributed and deducted, the persons who may be eligible
                                    and the time when distributions may commence. Also, distributions from certain other types of
                                    qualified retirement plans may be rolled over on a tax-deferred basis into an IRA. The
                                    Contract may not, however, be used in connection with an Education IRA under section 530 of
                                    the Code. In general, unless you have made nondeductible contributions to your IRA, all
                                    amounts paid out from a traditional IRA contract (in the form of an annuity, a single sum,
                                    death benefits or withdrawal), are taxable to the payee as ordinary income.

              ROTH IRAS             Section 408A of the Code permits eligible individuals to contribute to a type of IRA known as
                                    a Roth IRA. Roth IRAs are generally subject to the same rules as non-Roth IRAs, but they
                                    differ in certain significant respects. Among the differences are that contributions to a Roth
                                    IRA are not deductible and qualified distributions from a Roth IRA are excluded from income.

          SIMPLE IRA PLANS          In general, under section 408(p) of the Code a small business employer may establish a SIMPLE
                                    IRA retirement plan if the employer employed no more than 100 employees earning at least
                                    $5,000 during the preceding year. Under a SIMPLE IRA plan both employees and the employer make
                                    deductible contributions. SIMPLE IRAs are subject to various requirements, including limits on
                                    the amounts that may be contributed, the persons who may be eligible, and the time when
                                    distributions may commence. The requirements for minimum distributions from a SIMPLE IRA
                                    retirement plan are generally the same as those discussed above for distributions from a
                                    traditional IRA. The rules on taxation of distributions are also similar to those that apply
                                    to a traditional IRA with a few exceptions.

      SIMPLIFIED EMPLOYEE           Section 408(k) of the Code allows employers to establish simplified employee pension plans for
    PENSIONS (SEP -- IRAS)          their employees, using the employees' IRAs for such purposes, if certain criteria are met.
                                    Under these plans the employer may, within specified limits, make deductible contributions on
                                    behalf of the employees to IRAs. The requirements for minimum distributions from a SEP - IRA,
                                    and rules on taxation of distributions from a SEP - IRA, are generally the same as those
                                    discussed above for distributions from a traditional IRA.

   SECTION 403(b) QUALIFIED         Section 403(b) of the Code permits public school employees and employees of certain types of
    PLANS OR TAX-SHELTERED          tax-exempt organizations to have their employers purchase annuity contracts for them and,
          ANNUITIES                 subject to certain limitations, to exclude the Purchase Payments from gross income for tax
                                    purposes. There also are limits on the amount of incidental benefits that may be provided
                                    under a tax-sheltered annuity. These contracts are commonly referred to as "tax-sheltered
                                    annuities." We currently are not offering this Contract for use in a Section 403(b) Qualified
                                    Plan except under limited circumstances.

 CORPORATE AND SELF-EMPLOYED        Sections 401(a) and 403(a) of the code permit corporate employers to establish various types
 PENSION AND PROFIT-SHARING         of tax-deferred retirement plans for employees. The Self-Employed Individuals' Tax Retirement
  PLANS (H.R.-10 AND KEOGH)         Act of 1962, as amended, commonly referred to as "H.R.-10" or "Keogh," permits self-employed
                                    individuals to establish tax-favored retirement plans for themselves and their employees. Such
                                    retirement plans may permit the purchase of annuity contracts in order to provide benefits
                                    under the plans, but there are limits on the amount of incidental benefits that may be
                                    provided under pension and profit sharing plans.

  DEFERRED COMPENSATION PLANS       Section 457 of the Code permits employees of state and local governments and tax-exempt
 OF STATE AND LOCAL GOVERNMENTS     organizations to defer a portion of their compensation without paying current taxes. The
  AND TAX-EXEMPT ORGANIZATIONS      employees must be participants in an eligible deferred compensation plan. A section 457 plan
                                    must satisfy several conditions, including the requirement that it must not permit
                                    distributions prior to the participant's severance from employment (except in the case of an
                                    unforeseen emergency). When we make payments under a section 457 Contract, the payment is
                                    taxed as ordinary income.


                                       E-1



                   APPENDIX U: Accumulation Unit Value Tables

The following table provides information about Variable Investment Options
available under the Contracts described in this Prospectus. We present this
information in columns that compare the value of various classes of Accumulation
Units for each Variable Investment Option during the periods shown.

We use Accumulation Units to measure the value of your investment in a
particular Variable Investment Option. Each Accumulation Unit reflects the value
of underlying shares of a particular Portfolio (including dividends and
distributions made by that Portfolio), as well as the charges we deduct on a
daily basis for Separate Account Annual Expenses. (See the Fee Tables section of
the Prospectus for additional information on these charges.)

The table contains information on different classes of Accumulation Units
because we deduct different levels of daily charges. In particular, the table
shows Accumulation Units reflecting the daily charges for:

      -     Patriot Contracts with Initial Purchase of less that $250,000;

      -     Patriot Contracts with Initial Purchase of $250,000, or more;

      -     Declaration Contracts with Initial Purchase of less that $250,000;

      -     Declaration Contracts with Initial Purchase of $250,000, or more;

      -     Revolution Access Contracts;

      -     Revolution Extra Contracts;

      -     Revolution Value Contracts.

The number of units listed in the Accumulation Unit Value Tables for Revolution
Contracts for the years 2000 and 2001 are listed for the entire Revolution
series (Revolution Access, Revolution Extra, and Revolution Value).

                                       U-1


Revolution, Declaration

        JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT T
                            ACCUMULATION UNIT VALUES
     REVOLUTION VALUE VARIABLE ANNUITY, REVOLUTION ACCESS VARIABLE ANNUITY,
                       REVOLUTION EXTRA VARIABLE ANNUITY
                                      AND
           DECLARATION VARIABLE ANNUITY AND PATRIOT VARIABLE ANNUITY



                         YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR
                         ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                       12/31/10   12/31/09   12/31/08   12/31/07   12/31/06   12/31/05   12/31/04   12/31/03   12/31/02   12/31/01
                      ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                           
500 INDEX TRUST B - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                  7.37       7.37      22.93      22.06      19.32      18.70         --         --         --         --
   Value at End of
      Year                  7.37       7.37       7.37      22.93      22.06      19.32         --         --         --         --
   Rev Value No. of
      Units              658,665    808,695    964,580  1,237,659  1,647,151  1,911,056         --         --         --         --
   Rev. Access No. of
      Units              114,130    133,208    150,214    173,190    201,117    236,963         --         --         --         --
   Rev. Extra No. of
      Units              204,018    239,593    286,531    384,693    524,530    609,115         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --      10.08         --         --         --         --
   Value at End of
      Year                    --         --         --         --         --      10.45         --         --         --         --
   No. of Units               --         --         --         --         --      4,262         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                  9.43       7.55      12.18      11.72      10.27       9.93         --         --         --         --
   Value at End of
      Year                 10.69       9.43       7.55      12.18      11.72      10.27         --         --         --         --
   No. of Units            9,708     11,304     12,827     21,214     34,915     39,274         --         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                 15.00      11.99      19.28      18.50      16.17      15.61         --         --         --         --
   Value at End of
      Year                 17.05      15.00      11.99      19.28      18.50      16.17         --         --         --         --
   No. of Units              394        397        400        655     25,069     75,382         --         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 17.75      14.22      22.93      22.06      19.32      18.70         --         --         --         --
   Value at End of
      Year                 20.13      17.75      14.22      22.93      22.06      19.32         --         --         --         --
   No. of Units           63,057     74,590     80,207    102,600    140,106    197,318         --         --         --         --
ACTIVE BOND FUND (MERGED INTO ACTIVE BOND TRUST EFF 4-29-05) - NAV SHARES (units first credited 5-01-2001)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --      11.57      11.00      10.39      10.00
   Value at End of
      Year                    --         --         --         --         --         --      11.97      11.57      11.00      10.39
   Rev Value No. of
      Units                   --         --         --         --         --         --  1,549,579  1,767,167  1,018,456  1,154,989
   Rev. Access No. of
      Units                   --         --         --         --         --         --    152,483    172,975    191,092  1,154,989
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    508,142    561,305    391,520  1,154,989
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      14.78      14.02      13.20      10.00
   Value at End of
      Year                    --         --         --         --         --         --      15.33      14.78      14.02      13.20
   No. of Units               --         --         --         --         --         --     13,113     24,515     24,867     12,777
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      11.57      11.00      10.39      10.00
   Value at End of
      Year                    --         --         --         --         --         --      11.97      11.57      11.00      10.39
   No. of Units               --         --         --         --         --         --     55,188     65,067     22,897     22,387
Declaration Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      14.78      14.02      13.20      10.00
   Value at End of
      Year                    --         --         --         --         --         --      15.33      14.78      14.02      13.20
   No. of Units               --         --         --         --         --         --     31,793     36,530      8,785      9,232
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      11.57      11.00      10.39      10.00
   Value at End of
      Year                    --         --         --         --         --         --      11.97      11.57      11.00      10.39
   No. of Units               --         --         --         --         --         --    534,099    670,444    400,122    341,607



                                      U-2



Revolution, Declaration



                         YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR
                         ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                       12/31/10   12/31/09   12/31/08   12/31/07   12/31/06   12/31/05   12/31/04   12/31/03   12/31/02   12/31/01
                      ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                           
ACTIVE BOND TRUST - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                 14.02      11.37      12.86      12.52      12.13      11.97         --         --         --         --
   Value at End of
      Year                 15.78      14.02      11.37      12.86      12.52      12.13         --         --         --         --
   Rev Value No. of
      Units              373,648    508,844    651,030    897,422  1,118,514  1,299,356         --         --         --         --
   Rev. Access No. of
      Units               83,002     89,771    110,460    117,286    126,015    156,946         --         --         --         --
   Rev. Extra No. of
      Units              131,109    161,489    228,290    265,929    354,955    433,037         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --      15.33         --         --         --         --
   Value at End of
      Year                    --         --         --         --         --      15.57         --         --         --         --
   No. of Units               --         --         --         --         --     12,777         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 14.02      11.37      12.86      12.52      12.13      11.97         --         --         --         --
   Value at End of
      Year                 15.78      14.02      11.37      12.86      12.52      12.13         --         --         --         --
   No. of Units           17,659     15,612     16,226     18,927     24,243     50,914         --         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --      14.71      16.60      16.12      15.57      15.33         --         --         --         --
   Value at End of
      Year                    --      18.19      14.71      16.60      16.12      15.57         --         --         --         --
   No. of Units               --     15,896      7,210     20,258     24,714     35,544         --         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 14.02      11.37      12.86      12.52      12.13      11.97         --         --         --         --
   Value at End of
      Year                 15.78      14.02      11.37      12.86      12.52      12.13         --         --         --         --
   No. of Units          120,768    152,723    172,100    243,065    282,341    375,146         --         --         --         --
AIM V.I. CAPITAL DEVELOPMENT FUND (MERGED INTO MID CAP INDEX TRUST EFF 4-29-05) - SERIES II CLASS SHARES
   (units first credited 5-01-2002)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --       9.93       7.45      10.00         --
   Value at End of
      Year                    --         --         --         --         --         --      11.31       9.93       7.45         --
   Rev Value No. of
      Units                   --         --         --         --         --         --     45,281     37,054     11,177         --
   Rev. Access No. of
      Units                   --         --         --         --         --         --      1,080      6,387      2,620         --
   Rev. Extra No. of
      Units                   --         --         --         --         --         --      4,632      4,066         --         --
AIM V.I. PREMIER EQUITY FUND (SHARES MERGED INTO 500 INDEX TRUST B EFF 4-29-05) - SERIES I CLASS SHARES
   (units first credited 8-10-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --       7.29       5.90       8.57       9.92
   Value at End of
      Year                    --         --         --         --         --         --       7.62       7.29       5.90       8.57
   Rev Value No. of
      Units                   --         --         --         --         --         --  1,894,411  2,169,567  1,779,003  3,090,645
   Rev. Access No. of
      Units                   --         --         --         --         --         --    227,332    268,348    230,661  3,090,645
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    675,995    791,576    646,051  3,090,645
BLUE CHIP GROWTH TRUST - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                  7.56       5.35       9.43       8.47       7.82       7.41         --         --         --         --
   Value at End of
      Year                  8.68       7.56       5.35       9.43       8.47       7.82         --         --         --         --
   Rev Value No. of
      Units              589,755    719,504    849,908  1,132,219  1,200,356  1,324,980         --         --         --         --
   Rev. Access No. of
      Units               71,995     77,527     84,973    103,249    106,105    121,357         --         --         --         --
   Rev. Extra No. of
      Units              181,643    223,476    246,938    310,455    395,008    445,212         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --       7.52         --         --         --         --
   Value at End of
      Year                    --         --         --         --         --      35.40         --         --         --         --
   No. of Units               --         --         --         --         --      3,877         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                  7.56       5.35       9.43       8.47       7.82       7.41         --         --         --         --
   Value at End of
      Year                  8.68       7.56       5.35       9.43       8.47       7.82         --         --         --         --
   No. of Units           20,255     26,574     26,771     38,624     63,374     53,262         --         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                 34.56      24.41      42.90      38.40      35.40       7.52         --         --         --         --
   Value at End of
      Year                 39.77      34.56      24.41      42.90      38.40      35.40         --         --         --         --
   No. of Units            6,096      6,096      6,096      6,124      9,367      9,370         --         --         --         --



                                      U-3



Revolution, Declaration



                         YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR
                         ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                       12/31/10   12/31/09   12/31/08   12/31/07   12/31/06   12/31/05   12/31/04   12/31/03   12/31/02   12/31/01
                      ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                           
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                  7.56       5.35       9.43       8.47       7.82       7.41         --         --         --         --
   Value at End of
      Year                  8.68       7.56       5.35       9.43       8.47       7.82         --         --         --         --
   No. of Units           44,507     55,135     58,618     87,324    104,902    127,019         --         --         --         --
BOND INDEX FUND (REPLACED BY BOND INDEX TRUST B EFF 4-29-05) (NOW TOTAL BOND MARKET TRUST B) - NAV SHARES
   (units first credited 5-03-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --      12.57      12.28      11.31      10.63
   Value at End of
      Year                    --         --         --         --         --         --      12.91      12.57      12.28      11.31
   Rev Value No. of
      Units                   --         --         --         --         --         --    731,490    911,341    737,019    833,929
   Rev. Access No. of
      Units                   --         --         --         --         --         --     78,974    105,438    145,149    833,929
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    176,431    215,193    232,070    833,929
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      12.74      12.42      11.41      10.66
   Value at End of
      Year                    --         --         --         --         --         --      13.12      12.74      12.42      11.41
   No. of Units               --         --         --         --         --         --      9,826      9,826      9,826      9,826
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      12.58      12.29      11.32      10.64
   Value at End of
      Year                    --         --         --         --         --         --      12.92      12.58      12.29      11.32
   No. of Units               --         --         --         --         --         --      7,901      9,232     18,388     14,281
CAPITAL APPRECIATION TRUST - NAV SHARES (units first credited 4-28-2006)
Contracts with no Optional Benefits
   Value at Start of
      Year                  3.67       2.61       4.21       3.81       3.71         --         --         --         --         --
   Value at End of
      Year                  4.05       3.67       2.61       4.21       3.81         --         --         --         --         --
   Rev Value No. of
      Units              432,107    592,281    678,778    883,258    924,111         --         --         --         --         --
   Rev. Access No. of
      Units               52,056     77,863     87,290     90,304     97,812         --         --         --         --         --
   Rev. Extra No. of
      Units               96,636     87,769    104,980    139,604    151,570         --         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                 11.74       8.33      13.41      12.12      11.77         --         --         --         --         --
   Value at End of
      Year                 13.01      11.74       8.33      13.41      12.12         --         --         --         --         --
   No. of Units            1,659      2,762      4,168      4,708      4,708         --         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                  3.67       2.61       4.21       3.81       3.71         --         --         --         --         --
   Value at End of
      Year                  4.05       3.67       2.61       4.21       3.81         --         --         --         --         --
   No. of Units           26,964     36,270     43,157     50,245     86,214         --         --         --         --         --
EARNINGS GROWTH FUND (REPLACED BY LARGE CAP GROWTH TRUST EFF 4-29-05) - NAV SHARES (units first credited 5-03-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --       3.65       2.96       4.43       7.11
   Value at End of
      Year                    --         --         --         --         --         --       3.70       3.65       2.96       4.43
   Rev Value No. of
      Units                   --         --         --         --         --         --  1,068,977  1,209,120  1,222,455  1,636,323
   Rev. Access No. of
      Units                   --         --         --         --         --         --    118,540    129,095    154,964  1,636,323
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    174,391    227,056    239,167  1,636,323
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       7.19       5.82       8.69      13.92
   Value at End of
      Year                    --         --         --         --         --         --       7.31       7.19       5.82       8.69
   No. of Units               --         --         --         --         --         --      7,532     20,004     20,872     14,866
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       7.10       5.76       8.63      13.85
   Value at End of
      Year                    --         --         --         --         --         --       7.20       7.10       5.76       8.63
   No. of Units               --         --         --         --         --         --     78,767     90,017     98,370    112,159
EQUITY INDEX FUND (REPLACED BY 500 INDEX TRUST B EFF 4-29-05) - NAV SHARES (units first credited 5-03-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --      17.10      13.49      17.58      20.22
   Value at End of
      Year                    --         --         --         --         --         --      18.70      17.10      13.49      17.58
   Rev Value No. of
      Units                   --         --         --         --         --         --    651,999    728,312    673,856    804,600
   Rev. Access No. of
      Units                   --         --         --         --         --         --     85,101     85,894     86,077    804,600
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    171,065    164,996    154,223    804,600



                                      U-4



Revolution, Declaration



                         YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR
                         ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                       12/31/10   12/31/09   12/31/08   12/31/07   12/31/06   12/31/05   12/31/04   12/31/03   12/31/02   12/31/01
                      ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                           
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       9.20       7.23       9.41      10.79
   Value at End of
      Year                    --         --         --         --         --         --      10.08       9.20       7.23       9.41
   No. of Units               --         --         --         --         --         --      4,262     75,959     75,959     79,909
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       9.08       7.16       9.33      10.74
   Value at End of
      Year                    --         --         --         --         --         --       9.93       9.08       7.16       9.33
   No. of Units               --         --         --         --         --         --     47,638     51,022     60,758     84,207
Declaration Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      14.24      11.20      14.56      10.00
   Value at End of
      Year                    --         --         --         --         --         --      15.61      14.24      11.20      14.56
   No. of Units               --         --         --         --         --         --     78,336     52,830     59,634     75,420
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      17.10      13.49      17.58      10.00
   Value at End of
      Year                    --         --         --         --         --         --      18.70      17.10      13.49      17.58
   No. of Units               --         --         --         --         --         --    279,282    352,181    366,608    447,352
EQUITY-INCOME TRUST - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                 13.29      10.70      16.92      16.57      14.09      13.72         --         --         --         --
   Value at End of
      Year                 15.13      13.29      10.70      16.92      16.57      14.09         --         --         --         --
   Rev Value No. of
      Units              595,136    740,319    946,430  1,201,392  1,446,739  1,650,936         --         --         --         --
   Rev. Access No. of
      Units              103,624    119,371    139,325    153,610    164,653    186,140         --         --         --         --
   Rev. Extra No. of
      Units              180,987    217,757    267,263    371,493    471,158    525,745         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                 21.29      17.10      26.96      26.36      22.34      13.93         --         --         --         --
   Value at End of
      Year                 24.29      21.29      17.10      26.96      26.36      22.34         --         --         --         --
   No. of Units              942        944        945        947         --     14,210         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 13.29      10.70      16.92      16.57      14.09      13.72         --         --         --         --
   Value at End of
      Year                 15.13      13.29      10.70      16.92      16.57      14.09         --         --         --         --
   No. of Units           12,643     14,007     14,103     19,101     36,627     48,062         --         --         --         --
FIDELITY VIP CONTRAFUND (MERGED INTO TOTAL STOCK MARKET INDEX TRUST EFF 4-29-05) - SERVICE CLASS SHARES
   (units first credited 8-10-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --      10.49       8.28       9.25      10.69
   Value at End of
      Year                    --         --         --         --         --         --      11.95      10.49       8.28       9.25
   Rev Value No. of
      Units                   --         --         --         --         --         --  1,199,675  1,230,521  1,168,106  1,645,859
   Rev. Access No. of
      Units                   --         --         --         --         --         --    157,444    179,239    202,789  1,645,859
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    371,068    386,807    377,519  1,645,859
FIDELITY VIP GROWTH (MERGED INTO 500 INDEX TRUST B EFF 4-29-05) - SERVICE CLASS SHARES (units first credited 8-10-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --       7.76       5.92       8.59      10.57
   Value at End of
      Year                    --         --         --         --         --         --       7.92       7.76       5.92       8.59
   Rev Value No. of
      Units                   --         --         --         --         --         --  1,424,488  1,601,890    133,140  2,501,361
   Rev. Access No. of
      Units                   --         --         --         --         --         --    157,843    203,487    198,959  2,501,361
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    400,455    480,716    507,521  2,501,361
FIDELITY VIP OVERSEAS (MERGED INTO INTERNATIONAL EQUITY INDEX TRUST B EFF 4-29-05) - SERVICE CLASS SHARES
   (units first credited 8-10-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --       8.62       6.10       7.73       9.97
   Value at End of
      Year                    --         --         --         --         --         --       9.66       8.62       6.10       7.73
   Rev Value No. of
      Units                   --         --         --         --         --         --    470,234    501,964    523,589    960,931
   Rev. Access No. of
      Units                   --         --         --         --         --         --    108,986    126,285    143,079    960,931
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    165,213    170,854    193,599    960,931
FINANCIAL INDUSTRIES FUND (REPLACED BY FINANCIAL SERVICES TRUST EFF 4-29-05) - NAV SHARES (units first credited 4-30-1997)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --      14.43      11.60      14.58      17.90
   Value at End of
      Year                    --         --         --         --         --         --      15.49      14.43      11.60      14.58
   Rev Value No. of
      Units                   --         --         --         --         --         --    418,976    488,871    542,851    855,100
   Rev. Access No. of
      Units                   --         --         --         --         --         --     18,431     21,825     49,964    855,100
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    126,349    132,174    145,392    855,100



                                      U-5



Revolution, Declaration



                         YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR
                         ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                       12/31/10   12/31/09   12/31/08   12/31/07   12/31/06   12/31/05   12/31/04   12/31/03   12/31/02   12/31/01
                      ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                           
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      14.67      11.76      14.75      18.06
   Value at End of
      Year                    --         --         --         --         --         --      15.79      14.67      11.76      14.75
   No. of Units               --         --         --         --         --         --      5,074      7,562     10,776     15,026
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      14.43      11.60      14.58      17.90
   Value at End of
      Year                    --         --         --         --         --         --      15.49      14.43      11.60      14.58
   No. of Units               --         --         --         --         --         --     22,357     24,757     29,786     44,296
Declaration Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      14.67      11.76      14.74      18.06
   Value at End of
      Year                    --         --         --         --         --         --      15.79      14.67      11.76      14.74
   No. of Units               --         --         --         --         --         --     91,290     88,045     95,524    155,926
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      14.43      11.60      14.58      17.90
   Value at End of
      Year                    --         --         --         --         --         --      15.49      14.43      11.60      14.58
   No. of Units               --         --         --         --         --         --    656,027    791,313    946,719  1,210,792
FINANCIAL SERVICES TRUST - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                 14.08      10.07      18.42      20.00      16.44      15.49         --         --         --         --
   Value at End of
      Year                 15.60      14.08      10.07      18.42      20.00      16.44         --         --         --         --
   Rev Value No. of
      Units              139,558    165,351    177,539    225,906    301,610    367,963         --         --         --         --
   Rev. Access No. of
      Units                6,179      8,724      7,682      9,704     10,516     12,681         --         --         --         --
   Rev. Extra No. of
      Units               20,966     29,745     40,298     63,214     86,689    102,683         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --      15.79         --         --         --         --
   Value at End of
      Year                    --         --         --         --         --      16.80         --         --         --         --
   No. of Units               --         --         --         --         --      4,460         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 14.08      10.07      18.42      20.00      16.44      15.49         --         --         --         --
   Value at End of
      Year                 15.60      14.08      10.07      18.42      20.00      16.44         --         --         --         --
   No. of Units            4,050      4,956      5,086      7,948     13,625     19,140         --         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --      16.80      15.79         --         --         --         --
   Value at End of
      Year                    --         --         --         --      20.49      16.80         --         --         --         --
   No. of Units               --         --         --         --     22,512     59,620         --         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 14.08      10.07      18.42      20.00      16.44      15.49         --         --         --         --
   Value at End of
      Year                 15.60      14.08      10.07      18.42      20.00      16.44         --         --         --         --
   No. of Units          154,795    173,183    236,100    308,095    377,881    502,999         --         --         --         --
FUNDAMENTAL GROWTH FUND (MERGED INTO LARGE CAP GROWTH FUND EFF 11-01-04) - NAV SHARES (units first credited 11-15-2001)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --         --       6.79       9.86      14.74
   Value at End of
      Year                    --         --         --         --         --         --         --       8.84       6.79       9.86
   Rev Value No. of
      Units                   --         --         --         --         --         --         --    328,022    337,037    589,572
   Rev. Access No. of
      Units                   --         --         --         --         --         --         --     49,535     66,283    589,572
   Rev. Extra No. of
      Units                   --         --         --         --         --         --         --    135,376    123,943    589,572
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --         --       7.20      10.43      10.00
   Value at End of
      Year                    --         --         --         --         --         --         --       9.39       7.20      10.43
   No. of Units               --         --         --         --         --         --         --      5,248      5,264      8,119
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --         --       6.79       9.86      10.00
   Value at End of
      Year                    --         --         --         --         --         --         --       8.84       6.79       9.86
   No. of Units               --         --         --         --         --         --         --     11,404     10,008     24,747
Declaration Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --         --       7.20      10.43      10.00
   Value at End of
      Year                    --         --         --         --         --         --         --       9.39       7.20      10.43
   No. of Units               --         --         --         --         --         --         --     46,190     33,826     64,187



                                      U-6



Revolution, Declaration



                         YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR
                         ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                       12/31/10   12/31/09   12/31/08   12/31/07   12/31/06   12/31/05   12/31/04   12/31/03   12/31/02   12/31/01
                      ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                           
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --         --       6.79       9.86      10.00
   Value at End of
      Year                    --         --         --         --         --         --         --       8.84       6.79       9.86
   No. of Units               --         --         --         --         --         --         --    117,743    114,921    167,698
FUNDAMENTAL VALUE FUND (REPLACED BY EQUITY-INCOME TRUST EFF 4-29-05) - NAV SHARES (units first credited 11-15-2001)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --      11.12       8.75      10.73      11.68
   Value at End of
      Year                    --         --         --         --         --         --      12.70      11.12       8.75      10.73
   Rev Value No. of
      Units                   --         --         --         --         --         --  1,256,245    603,015    569,649    802,605
   Rev. Access No. of
      Units                   --         --         --         --         --         --    143,234     78,791     85,139    802,605
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    371,180    210,263    177,846    802,605
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       9.76       7.66       9.37      10.00
   Value at End of
      Year                    --         --         --         --         --         --      11.17       9.76       7.66       9.37
   No. of Units               --         --         --         --         --         --         --     50,632     50,632     50,632
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      11.12       8.75      10.73      10.00
   Value at End of
      Year                    --         --         --         --         --         --      12.70      11.12       8.75      10.73
   No. of Units               --         --         --         --         --         --     22,289     21,714     23,612     30,710
FUNDAMENTAL VALUE FUND B (FORMERLY LARGE CAP VALUE CORE SM) (MERGED INTO FUNDAMENTAL VALUE FUND EFF 11-01-04) - NAV SHARES
   (units first credited 8-10-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --         --       8.13      10.07      10.71
   Value at End of
      Year                    --         --         --         --         --         --         --      10.35       8.13      10.07
   Rev Value No. of
      Units                   --         --         --         --         --         --         --    816,510    826,588  1,056,790
   Rev. Access No. of
      Units                   --         --         --         --         --         --         --     71,994     80,764  1,056,790
   Rev. Extra No. of
      Units                   --         --         --         --         --         --         --    204,107    195,857  1,056,790
GLOBAL BOND FUND (REPLACED BY GLOBAL BOND TRUST EFF 4-29-05) - NAV SHARES (units first credited 5-03-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --      13.85      12.10      10.31      10.60
   Value at End of
      Year                    --         --         --         --         --         --      15.13      13.85      12.10      10.31
   Rev Value No. of
      Units                   --         --         --         --         --         --    150,408    180,511    141,303     71,857
   Rev. Access No. of
      Units                   --         --         --         --         --         --     31,596     32,488     28,155     71,857
   Rev. Extra No. of
      Units                   --         --         --         --         --         --     76,355     87,529     39,131     71,857
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      13.96      12.20      10.39      10.68
   Value at End of
      Year                    --         --         --         --         --         --      15.26      13.96      12.20      10.39
   No. of Units               --         --         --         --         --         --      9,431      9,647     11,396      5,140
GLOBAL BOND TRUST - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                 16.78      14.73      15.60      14.41      13.86      15.13         --         --         --         --
   Value at End of
      Year                 18.30      16.78      14.73      15.60      14.41      13.86         --         --         --         --
   Rev Value No. of
      Units               80,753     95,920    129,165    153,973    122,036    137,434         --         --         --         --
   Rev. Access No. of
      Units               19,722     19,205     18,840     21,525     24,419     26,043         --         --         --         --
   Rev. Extra No. of
      Units               31,044     35,818     40,352     51,292     54,079     67,446         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 16.78      14.73      15.60      14.41      13.86      15.26         --         --         --         --
   Value at End of
      Year                 18.30      16.78      14.73      15.60      14.41      13.86         --         --         --         --
   No. of Units            2,448        517        517      3,653      3,657      5,725         --         --         --         --
GROWTH & INCOME FUND (MERGED INTO GROWTH & INCOME TRUST II EFF 4-29-05) (NOW GROWTH & INCOME TRUST) - NAV SHARES
   (units first credited 11-15-2001)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --       6.95       5.66       7.36       8.82
   Value at End of
      Year                    --         --         --         --         --         --       7.61       6.95       5.66       7.36
   Rev Value No. of
      Units                   --         --         --         --         --         --  2,011,770  2,127,364  1,293,111  1,817,947
   Rev. Access No. of
      Units                   --         --         --         --         --         --    149,584    160,565    126,954  1,817,947
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    747,950    802,120    416,961  1,817,947
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      12.30       9.99      12.97      10.00
   Value at End of
      Year                    --         --         --         --         --         --      13.52      12.30       9.99      12.97
   No. of Units               --         --         --         --         --         --     15,633     16,765     11,472     17,169



                                      U-7



Revolution, Declaration



                         YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR
                         ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                       12/31/10   12/31/09   12/31/08   12/31/07   12/31/06   12/31/05   12/31/04   12/31/03   12/31/02   12/31/01
                      ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                           
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       6.95       5.66       7.36      10.00
   Value at End of
      Year                    --         --         --         --         --         --       7.61       6.95       5.66       7.36
   No. of Units               --         --         --         --         --         --    283,703    306,082    182,202    225,112
Declaration Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      12.30       9.99      12.97      10.00
   Value at End of
      Year                    --         --         --         --         --         --      13.52      12.30       9.99      12.97
   No. of Units               --         --         --         --         --         --     54,413    145,833     26,987     92,665
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       6.95       5.66       7.36      10.00
   Value at End of
      Year                    --         --         --         --         --         --       7.61       6.95       5.66       7.36
   No. of Units               --         --         --         --         --         --  2,038,882  2,463,202  1,034,165  1,326,556
GROWTH & INCOME TRUST (MERGED INTO OPTIMIZED ALL CAP TRUST EFF 4-25-08) - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --       9.12       8.19       7.61         --         --         --         --
   Value at End of
      Year                    --         --         --       9.37       9.12       8.19         --         --         --         --
   Rev Value No. of
      Units                   --         --         --  1,233,324  1,509,917  1,762,597         --         --         --         --
   Rev. Access No. of
      Units                   --         --         --    120,175    132,498    142,242         --         --         --         --
   Rev. Extra No. of
      Units                   --         --         --    436,434    522,234    682,260         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --      13.52         --         --         --         --
   Value at End of
      Year                    --         --         --         --         --      14.58         --         --         --         --
   No. of Units               --         --         --         --         --     14,829         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --       9.12       8.19       7.61         --         --         --         --
   Value at End of
      Year                    --         --         --       9.37       9.12       8.19         --         --         --         --
   No. of Units               --         --         --    151,847    206,970    254,401         --         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --      16.28      14.58      13.52         --         --         --         --
   Value at End of
      Year                    --         --         --      16.77      16.28      14.58         --         --         --         --
   No. of Units               --         --         --      6,823     36,469     54,549         --         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --       9.12       8.19       7.61         --         --         --         --
   Value at End of
      Year                    --         --         --       9.37       9.12       8.19         --         --         --         --
   No. of Units               --         --         --    818,413  1,071,538  1,515,204         --         --         --         --
HEALTH SCIENCES FUND (REPLACED BY HEALTH SCIENCES TRUST EFF 4-29-05) - NAV SHARES (units first credited 5-01-2001)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --      10.00       7.69       9.73      10.00
   Value at End of
      Year                    --         --         --         --         --         --      10.98      10.00       7.69       9.73
   Rev Value No. of
      Units                   --         --         --         --         --         --    127,989    138,303    129,645    100,786
   Rev. Access No. of
      Units                   --         --         --         --         --         --     13,508     15,522     15,340    100,786
   Rev. Extra No. of
      Units                   --         --         --         --         --         --     65,016     60,627     33,411    100,786
HEALTH SCIENCES TRUST - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                 14.32      11.00      15.88      13.65      12.75      10.98         --         --         --         --
   Value at End of
      Year                 16.38      14.32      11.00      15.88      13.65      12.75         --         --         --         --
   Rev Value No. of
      Units               43,959     59,435     80,893    102,996    123,120    130,066         --         --         --         --
   Rev. Access No. of
      Units                1,222      1,255      1,468      1,523      1,574      4,983         --         --         --         --
   Rev. Extra No. of
      Units               27,490     32,739     44,129     55,554     64,344     68,732         --         --         --         --
HIGH YIELD BOND FUND (REPLACED BY HIGH YIELD TRUST EFF 4-29-05) - NAV SHARES (units first credited 5-03-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --       9.90       8.60       9.12       9.04
   Value at End of
      Year                    --         --         --         --         --         --      10.57       9.90       8.60       9.12
   Rev Value No. of
      Units                   --         --         --         --         --         --    551,124    626,689    477,166    644,021
   Rev. Access No. of
      Units                   --         --         --         --         --         --     89,295     97,589     77,833    644,021
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    238,160    234,126    149,911    644,021



                                      U-8



Revolution, Declaration



                         YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR
                         ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                       12/31/10   12/31/09   12/31/08   12/31/07   12/31/06   12/31/05   12/31/04   12/31/03   12/31/02   12/31/01
                      ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                           
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      10.10       8.76       9.26       9.16
   Value at End of
      Year                    --         --         --         --         --         --      10.82      10.10       8.76       9.26
   No. of Units               --         --         --         --         --         --         --      6,229      2,466      2,470
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       9.98       8.67       9.19       9.11
   Value at End of
      Year                    --         --         --         --         --         --      10.66       9.98       8.67       9.19
   No. of Units               --         --         --         --         --         --      5,093      6,395     11,108      9,657
HIGH YIELD TRUST - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                 12.61       8.26      11.87      11.82      10.84      10.57         --         --         --         --
   Value at End of
      Year                 14.17      12.61       8.26      11.87      11.82      10.84         --         --         --         --
   Rev Value No. of
      Units              146,483    204,197    227,866    317,293    410,632    471,887         --         --         --         --
   Rev. Access No. of
      Units               42,887     47,839     34,468     60,756     71,458     77,829         --         --         --         --
   Rev. Extra No. of
      Units               71,477     72,858     85,158    116,666    150,806    212,388         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 12.61       8.26      11.87      11.82      10.84      10.66         --         --         --         --
   Value at End of
      Year                 14.17      12.61       8.26      11.87      11.82      10.84         --         --         --         --
   No. of Units            2,034      2,285      1,517      3,542      3,881      4,281         --         --         --         --
INTERNATIONAL EQUITY INDEX FUND (REPLACED BY INTERNATIONAL EQUITY INDEX TRUST B EFF 4-29-05) - NAV SHARES
   (units first credited 5-03-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --       9.49       6.77      10.00         --
   Value at End of
      Year                    --         --         --         --         --         --      11.27       9.49       6.77         --
   Rev Value No. of
      Units                   --         --         --         --         --         --    211,686    206,714      9,558         --
   Rev. Access No. of
      Units                   --         --         --         --         --         --     34,893     31,853        906         --
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    100,560    101,328      4,383         --
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       9.61       6.84       8.14      10.32
   Value at End of
      Year                    --         --         --         --         --         --      11.44       9.61       6.84       8.14
   No. of Units               --         --         --         --         --         --      8,050      8,075      8,099      8,123
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       9.49       6.77       8.08      10.27
   Value at End of
      Year                    --         --         --         --         --         --      11.27       9.49       6.77       8.08
   No. of Units               --         --         --         --         --         --     10,689     10,664     13,070     14,510
INTERNATIONAL EQUITY INDEX TRUST B - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                 14.06      10.26      18.67      16.33      13.01      11.29         --         --         --         --
   Value at End of
      Year                 15.47      14.06      10.26      18.67      16.33      13.01         --         --         --         --
   Rev Value No. of
      Units              295,189    360,135    430,124    588,679    670,804    713,779         --         --         --         --
   Rev. Access No. of
      Units               81,987     96,102     97,211    106,507    116,598    128,613         --         --         --         --
   Rev. Extra No. of
      Units               92,013    115,464    133,152    194,823    246,859    257,900         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --      11.44         --         --         --         --
   Value at End of
      Year                    --         --      10.52         --         --      13.24         --         --         --         --
   No. of Units               --         --         --         --         --      8,026         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 14.06      10.26      18.67      16.33      13.01       9.49         --         --         --         --
   Value at End of
      Year                 15.47      14.06      10.26      18.67      16.33      13.01         --         --         --         --
   No. of Units            4,313      7,681      7,712      8,833      9,829      9,943         --         --         --         --
INTERNATIONAL VALUE TRUST - NAV SHARES (units first credited 5-03-2010)
Contracts with no Optional Benefits
   Value at Start of
      Year                 12.50         --         --         --         --         --         --         --         --         --
   Value at End of
      Year                 11.65         --         --         --         --         --         --         --         --         --
   Rev Value No. of
      Units              238,049         --         --         --         --         --         --         --         --         --
   Rev. Access No. of
      Units               36,871         --         --         --         --         --         --         --         --         --
   Rev. Extra No. of
      Units              105,863         --         --         --         --         --         --         --         --         --



                                      U-9



Revolution, Declaration



                         YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR
                         ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                       12/31/10   12/31/09   12/31/08   12/31/07   12/31/06   12/31/05   12/31/04   12/31/03   12/31/02   12/31/01
                      ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                           
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 12.50         --         --         --         --         --         --         --         --         --
   Value at End of
      Year                 11.65         --         --         --         --         --         --         --         --         --
   No. of Units            3,691         --         --         --         --         --         --         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 12.50         --         --         --         --         --         --         --         --         --
   Value at End of
      Year                 11.65         --         --         --         --         --         --         --         --         --
   No. of Units           40,017         --         --         --         --         --         --         --         --         --
JANUS ASPEN GLOBAL TECHNOLOGY (MERGED INTO TOTAL STOCK MARKET INDEX TRUST EFF 4-29-05) SERVICE CLASS SHARES
   (units first credited 5-01-2003)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --      13.67      10.04         --         --
   Value at End of
      Year                    --         --         --         --         --         --      13.58      13.67         --         --
   Rev Value No. of
      Units                   --         --         --         --         --         --     10,639     18,973         --         --
   Rev. Access No. of
      Units                   --         --         --         --         --         --      1,095      1,101         --         --
   Rev. Extra No. of
      Units                   --         --         --         --         --         --      4,092      2,704         --         --
JANUS ASPEN WORLDWIDE GROWTH (MERGED INTO INTERNATIONAL EQUITY INDEX TRUST B EFF 4-29-05) SERVICE CLASS SHARES
   (units first credited 11-01-2000)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --       6.19       5.07       6.90       9.04
   Value at End of
      Year                    --         --         --         --         --         --       6.39       6.19       5.07       6.90
   Rev Value No. of
      Units                   --         --         --         --         --         --    178,127    214,502    229,005    322,018
   Rev. Access No. of
      Units                   --         --         --         --         --         --     35,764     47,215     42,016    322,018
   Rev. Extra No. of
      Units                   --         --         --         --         --         --     52,533     53,367     51,239    322,018
LARGE CAP GROWTH FUND (REPLACED BY BLUE CHIP GROWTH TRUST EFF 4-29-05) - NAV SHARES (units first credited 3-03-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --       7.19       5.79       8.13      10.00
   Value at End of
      Year                    --         --         --         --         --         --       7.41       7.19       5.79       8.13
   Rev Value No. of
      Units                   --         --         --         --         --         --  1,439,838    540,715    167,749     77,662
   Rev. Access No. of
      Units                   --         --         --         --         --         --    146,532     49,259     10,413     77,662
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    489,849    128,549     20,683     77,662
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       7.28       5.85       8.19      10.03
   Value at End of
      Year                    --         --         --         --         --         --       7.52       7.28       5.85       8.19
   No. of Units               --         --         --         --         --         --     17,276     12,579     13,586     48,418
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       7.19       5.79       8.13       9.98
   Value at End of
      Year                    --         --         --         --         --         --       7.41       7.19       5.79       8.13
   No. of Units               --         --         --         --         --         --     59,258     50,560     53,908     74,845
Declaration Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       6.97         --         --         --
   Value at End of
      Year                    --         --         --         --         --         --       7.52         --         --         --
   No. of Units               --         --         --         --         --         --     34,293         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       6.87         --         --         --
   Value at End of
      Year                    --         --         --         --         --         --       7.41         --         --         --
   No. of Units               --         --         --         --         --         --    142,526         --         --         --
LARGE CAP GROWTH FUND B (FORMERLY LARGE CAP AGGRESSIVE GROWTH FUND) (MERGED INTO LARGE CAP GROWTH FUND EFF 11-01-04)
NAV SHARES (units first credited 8-10-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --         --       5.48       8.09       9.60
   Value at End of
      Year                    --         --         --         --         --         --         --       7.13       5.48       8.09
   Rev Value No. of
      Units                   --         --         --         --         --         --         --    609,843    681,954  1,205,414
   Rev. Access No. of
      Units                   --         --         --         --         --         --         --     45,760     78,966  1,205,414
   Rev. Extra No. of
      Units                   --         --         --         --         --         --         --    294,010    322,673  1,205,414



                                      U-10



Revolution, Declaration



                         YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR
                         ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                       12/31/10   12/31/09   12/31/08   12/31/07   12/31/06   12/31/05   12/31/04   12/31/03   12/31/02   12/31/01
                      ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                           
LARGE CAP GROWTH TRUST (MERGED INTO CAPITAL APPRECIATION TRUST EFF 4-28-06) - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --       3.70         --         --         --         --
   Value at End of
      Year                    --         --         --         --         --       3.71         --         --         --         --
   Rev Value No. of
      Units                   --         --         --         --         --    975,667         --         --         --         --
   Rev. Access No. of
      Units                   --         --         --         --         --    100,095         --         --         --         --
   Rev. Extra No. of
      Units                   --         --         --         --         --    159,332         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --       7.31         --         --         --         --
   Value at End of
      Year                    --         --         --         --         --      11.77         --         --         --         --
   No. of Units               --         --         --         --         --      4,708         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --       3.70         --         --         --         --
   Value at End of
      Year                    --         --         --         --         --       3.71         --         --         --         --
   No. of Units               --         --         --         --         --    118,078         --         --         --         --
LARGE CAP VALUE FUND (REPLACED BY EQUITY-INCOME TRUST EFF 4-29-05) - NAV SHARES (units first credited 5-03-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --      12.08       9.75      11.38      10.00
   Value at End of
      Year                    --         --         --         --         --         --      13.72      12.08       9.75      11.38
   Rev Value No. of
      Units                   --         --         --         --         --         --    619,096    601,394    483,868    334,667
   Rev. Access No. of
      Units                   --         --         --         --         --         --     94,674     91,386     50,708    334,667
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    209,987    155,358     97,450    334,667
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      12.23       9.84      11.46      11.44
   Value at End of
      Year                    --         --         --         --         --         --      13.93      12.23       9.84      11.46
   No. of Units               --         --         --         --         --         --     22,174     54,141     54,818     47,784
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      12.08       9.75      11.38      11.38
   Value at End of
      Year                    --         --         --         --         --         --      13.72      12.08       9.75      11.38
   No. of Units               --         --         --         --         --         --     35,552     40,103     45,084     69,954
LIFESTYLE BALANCED TRUST - NAV SHARES (units first credited 11-07-2008)
Contracts with no Optional Benefits
   Value at Start of
      Year                 10.86       8.40       8.49         --         --         --         --         --         --         --
   Value at End of
      Year                 11.99      10.86       8.40         --         --         --         --         --         --         --
   Rev Value No. of
      Units              416,097    466,251    579,379         --         --         --         --         --         --         --
   Rev. Access No. of
      Units               68,164     25,481     21,983         --         --         --         --         --         --         --
   Rev. Extra No. of
      Units               92,437    103,362         --         --         --         --         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --       9.54         --         --         --         --         --         --         --
   Value at End of
      Year                    --         --         --         --         --         --         --         --         --         --
   No. of Units               --         --         --         --         --         --         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 11.91       9.21       9.31         --         --         --         --         --         --         --
   Value at End of
      Year                 13.14      11.91       9.21         --         --         --         --         --         --         --
   No. of Units            3,302      2,888      4,005         --         --         --         --         --         --         --
MANAGED FUND (MERGED INTO MANAGED TRUST EFF 4-29-05) - NAV SHARES (units first credited 5-03-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --       9.41       8.00       9.34       9.73
   Value at End of
      Year                    --         --         --         --         --         --      10.05       9.41       8.00       9.34
   Rev Value No. of
      Units                   --         --         --         --         --         --  1,168,263  1,277,365  1,159,355    868,814
   Rev. Access No. of
      Units                   --         --         --         --         --         --     65,821     73,227     80,473    868,814
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    166,993    185,973    154,757    868,814
Patriot Contracts with no O ptional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      10.31       8.77      10.24      10.67
   Value at End of
      Year                    --         --         --         --         --         --      11.02      10.31       8.77      10.24
   No. of Units               --         --         --         --         --         --     16,131     17,668     19,124     20,975



                                      U-11



Revolution, Declaration



                         YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR
                         ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                       12/31/10   12/31/09   12/31/08   12/31/07   12/31/06   12/31/05   12/31/04   12/31/03   12/31/02   12/31/01
                      ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                           
MANAGED TRUST (MERGED INTO LIFESTYLE BALANCED TRUST EFF 11-07-08) - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --      10.82      10.19      10.05         --         --         --         --
   Value at End of
      Year                    --         --         --      10.90      10.82      10.19         --         --         --         --
   Rev Value No. of
      Units                   --         --         --    735,180    837,115  1,037,978         --         --         --         --
   Rev. Access No. of
      Units                   --         --         --     27,832     31,340     61,630         --         --         --         --
   Rev. Extra No. of
      Units                   --         --         --    139,748    153,056    163,956         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --      11.86      11.17      11.02         --         --         --         --
   Value at End of
      Year                    --         --         --      11.94      11.86      11.17         --         --         --         --
   No. of Units               --         --         --      6,463     10,572     14,098         --         --         --         --
MFS INVESTORS GROWTH STOCK (MERGED INTO 500 INDEX TRUST B EFF 4-29-05) - INITIAL CLASS SHARES (units first credited 8-10-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --       7.46       6.14       8.58      11.45
   Value at End of
      Year                    --         --         --         --         --         --       8.05       7.46       6.14       8.58
   Rev Value No. of
      Units                   --         --         --         --         --         --    641,118    715,159    723,032  1,280,675
   Rev. Access No. of
      Units                   --         --         --         --         --         --    121,589    132,909    146,522  1,280,675
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    253,985    281,892    331,636  1,280,675
MFS NEW DISCOVERY (MERGED INTO SMALL CAP INDEX TRUST EFF 4-29-05) - INITIAL CLASS SHARES (units first credited 5-01-2001)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --      12.35       9.35      13.85      14.77
   Value at End of
      Year                    --         --         --         --         --         --      12.99      12.35       9.35      13.85
   Rev Value No. of
      Units                   --         --         --         --         --         --    225,250    256,805    277,963    533,377
   Rev. Access No. of
      Units                   --         --         --         --         --         --     57,556     76,297     83,268    533,377
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    103,634    117,145    144,140    533,377
MFS RESEARCH FUND (MERGED INTO TOTAL STOCK MARKET INDEX TRUST EFF 4-29-05) - INITIAL CLASS SHARES (units first credited 8-10-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --       7.95       6.46       8.67      11.14
   Value at End of
      Year                    --         --         --         --         --         --       9.10       7.95       6.46       8.67
   Rev Value No. of
      Units                   --         --         --         --         --         --    517,686    578,045    621,468    970,571
   Rev. Access No. of
      Units                   --         --         --         --         --         --     38,062     49,422     68,797    970,571
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    160,507    183,241    177,806    970,571
MID CAP GROWTH FUND (REPLACED BY MID CAP STOCK TRUST EFF 4-29-05) - NAV SHARES (units first credited 8-10-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --      23.49      16.19      20.79      20.47
   Value at End of
      Year                    --         --         --         --         --         --      25.90      23.49      16.19      20.79
   Rev Value No. of
      Units                   --         --         --         --         --         --    210,494    228,854    200,020    242,085
   Rev. Access No. of
      Units                   --         --         --         --         --         --     28,188     29,359     29,475    242,085
   Rev. Extra No. of
      Units                   --         --         --         --         --         --     65,986     67,961     57,788    242,085
MID CAP INDEX TRUST - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                 11.87       8.79      13.99      13.17      12.15      11.31         --         --         --         --
   Value at End of
      Year                 14.78      11.87       8.79      13.99      13.17      12.15         --         --         --         --
   Rev Value No. of
      Units               26,559     26,515     34,418     43,736     56,057     52,742         --         --         --         --
   Rev. Access No. of
      Units                1,243      4,330      4,933      7,744     10,746     11,718         --         --         --         --
   Rev. Extra No. of
      Units               10,408      9,480      9,935     10,108      6,412      6,834         --         --         --         --
MID CAP STOCK TRUST - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                 23.89      22.94      41.30      33.84      30.14      25.90         --         --         --         --
   Value at End of
      Year                 23.89      23.89      22.94      41.30      33.84      30.14         --         --         --         --
   Rev Value No. of
      Units               82,978     96,492    127,520    161,299    181,786    207,932         --         --         --         --
   Rev. Access No. of
      Units               14,872     16,484     18,794     21,306     24,574     25,048         --         --         --         --
   Rev. Extra No. of
      Units               17,886     23,543     29,692     46,933     60,077     63,351         --         --         --         --



                                      U-12



Revolution, Declaration



                         YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR
                         ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                       12/31/10   12/31/09   12/31/08   12/31/07   12/31/06   12/31/05   12/31/04   12/31/03   12/31/02   12/31/01
                      ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                           
MID CAP VALUE B FUND (FORMERLY SMALL MIDCAP CORE FUND) (MERGED INTO MID VALUE TRUST EFF 4-29-05) - NAV SHARES
   (units first credited 5-03-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --      15.68      10.94      13.06      13.16
   Value at End of
      Year                    --         --         --         --         --         --      18.39      15.68      10.94      13.06
   Rev Value No. of
      Units                   --         --         --         --         --         --    293,358    231,918    215,620    220,092
   Rev. Access No. of
      Units                   --         --         --         --         --         --     54,371     39,919     41,956    220,092
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    128,593     70,945     67,848    220,092
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      14.91      10.38      12.36      12.42
   Value at End of
      Year                    --         --         --         --         --         --      17.53      14.91      10.38      12.36
   No. of Units               --         --         --         --         --         --      9,924      4,305      5,358      6,506
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      14.73      10.27      12.27      12.36
   Value at End of
      Year                    --         --         --         --         --         --      17.27      14.73      10.27      12.27
   No. of Units               --         --         --         --         --         --     16,112     16,311     15,084     19,421
MID CAP VALUE FUND (MERGED INTO MID CAP VALUE B FUND EFF 11-01-04) - NAV SHARES (units first credited 5-01-2003)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --         --      10.00         --         --
   Value at End of
      Year                    --         --         --         --         --         --         --      13.56         --         --
   Rev Value No. of
      Units                   --         --         --         --         --         --         --     27,470         --         --
   Rev. Access No. of
      Units                   --         --         --         --         --         --         --      8,029         --         --
   Rev. Extra No. of
      Units                   --         --         --         --         --         --         --     32,051         --         --
MID VALUE TRUST - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                 21.45      14.85      23.01      23.18      19.50      18.39         --         --         --         --
   Value at End of
      Year                 24.60      21.45      14.85      23.01      23.18      19.50         --         --         --         --
   Rev Value No. of
      Units               82,225    106,217    142,852    198,422    253,569    300,424         --         --         --         --
   Rev. Access No. of
      Units               28,878     32,840     33,304     35,077     37,722     39,761         --         --         --         --
   Rev. Extra No. of
      Units               33,857     37,743     52,219     71,890    101,242    115,752         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --      17.53         --         --         --         --
   Value at End of
      Year                    --         --      14.30         --         --      18.64         --         --         --         --
   No. of Units               --         --         --         --         --      9,229         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 20.14      13.94      21.61      21.77      18.32      17.27         --         --         --         --
   Value at End of
      Year                 23.10      20.14      13.94      21.61      21.77      18.32         --         --         --         --
   No. of Units            1,698      3,811      2,541      4,893      7,555     12,517         --         --         --         --
MONEY MARKET FUND (REPLACED BY MONEY MARKET TRUST B EFF 4-29-05) - NAV SHARES (units first credited 5-01-2001)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --      10.12      10.15      10.12      10.00
   Value at End of
      Year                    --         --         --         --         --         --      10.10      10.12      10.15      10.12
   Rev Value No. of
      Units                   --         --         --         --         --         --  1,589,131  2,054,260  2,479,251  4,289,180
   Rev. Access No. of
      Units                   --         --         --         --         --         --    333,841    346,239  1,018,815  4,289,180
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    549,370    837,553  1,371,649  4,289,180
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      12.16      12.17      12.11      10.00
   Value at End of
      Year                    --         --         --         --         --         --      12.17      12.16      12.17      12.11
   No. of Units               --         --         --         --         --         --     65,316     83,691     86,772     92,991
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      10.12      10.15      10.12      10.00
   Value at End of
      Year                    --         --         --         --         --         --      10.10      10.12      10.15      10.12
   No. of Units               --         --         --         --         --         --     63,446     62,638     67,782     53,661
Declaration Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      12.16      12.17      12.11      10.00
   Value at End of
      Year                    --         --         --         --         --         --      12.17      12.16      12.17      12.11
   No. of Units               --         --         --         --         --         --     17,913     23,367     28,641     20,225



                                      U-13



Revolution, Declaration



                         YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR
                         ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                       12/31/10   12/31/09   12/31/08   12/31/07   12/31/06   12/31/05   12/31/04   12/31/03   12/31/02   12/31/01
                      ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                           
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      10.12      10.15      10.12      10.00
   Value at End of
      Year                    --         --         --         --         --         --      10.10      10.12      10.15      10.12
   No. of Units               --         --         --         --         --         --    288,851    412,229    552,435    457,386
MONEY MARKET TRUST B - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                 11.01      11.09      11.00      10.62      10.27      10.10         --         --         --         --
   Value at End of
      Year                 10.87      11.01      11.09      11.00      10.62      10.27         --         --         --         --
   Rev Value No. of
      Units              815,997    996,976  1,415,112  1,196,751  1,222,919  1,263,530         --         --         --         --
   Rev. Access No. of
      Units              203,447    211,288    245,234    247,288    217,207    246,064         --         --         --         --
   Rev. Extra No. of
      Units              328,791    430,550    523,249    584,561    545,460    469,050         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                 13.42      13.49      13.35      12.86      12.40      12.17         --         --         --         --
   Value at End of
      Year                 13.30      13.42      13.49      13.35      12.86      12.40         --         --         --         --
   No. of Units            4,178      4,935      4,781      5,458      7,794     63,596         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 11.01      11.09      11.00      10.62      10.27      10.10         --         --         --         --
   Value at End of
      Year                 10.87      11.01      11.09      11.00      10.62      10.27         --         --         --         --
   No. of Units           29,071     34,314     51,279     61,001     60,716     53,013         --         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                 13.42      13.49      13.35      12.86      12.40      12.17         --         --         --         --
   Value at End of
      Year                 13.30      13.42      13.49      13.35      12.86      12.40         --         --         --         --
   No. of Units           22,796        189     29,089     32,708     10,752     13,773         --         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 11.01      11.09      11.00      10.62      10.27      10.10         --         --         --         --
   Value at End of
      Year                 10.87      11.01      11.09      11.00      10.62      10.27         --         --         --         --
   No. of Units           70,645     71,235    113,177    122,938    189,082    213,156         --         --         --         --
OPTIMIZED ALL CAP TRUST - NAV SHARES (units first credited 4-25-2008)
Contracts with no Optional Benefits
   Value at Start of
      Year                  6.48       5.11       8.56         --         --         --         --         --         --         --
   Value at End of
      Year                  7.65       6.48       5.11         --         --         --         --         --         --         --
   Rev Value No. of
      Units              577,029    737,377    914,124         --         --         --         --         --         --         --
   Rev. Access No. of
      Units               69,273     78,073    107,884         --         --         --         --         --         --         --
   Rev. Extra No. of
      Units              219,547    282,711    351,659         --         --         --         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                  6.48       5.11       8.56         --         --         --         --         --         --         --
   Value at End of
      Year                  7.65       6.48       5.11         --         --         --         --         --         --         --
   No. of Units           54,105     82,225    100,794         --         --         --         --         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                  6.48       5.11       8.56         --         --         --         --         --         --         --
   Value at End of
      Year                  7.65       6.48       5.11         --         --         --         --         --         --         --
   No. of Units          418,357    504,020    567,826         --         --         --         --         --         --         --
OVERSEAS EQUITY B FUND (MERGED INTO OVERSEAS EQUITY TRUST EFF 4-29-05) - NAV SHARES (units first credited 11-15-2001)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --       8.79       6.72       8.33      10.00
   Value at End of
      Year                    --         --         --         --         --         --       9.64       8.79       6.72       8.33
   Rev Value No. of
      Units                   --         --         --         --         --         --    694,057    301,848    190,914     20,457
   Rev. Access No. of
      Units                   --         --         --         --         --         --    102,357     16,942     18,535     20,457
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    262,113    137,661     75,514     20,457
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       8.90       6.79       8.39      10.72
   Value at End of
      Year                    --         --         --         --         --         --       9.78       8.90       6.79       8.39
   No. of Units               --         --         --         --         --         --      5,820      4,791      6,084      7,494
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       8.79       6.72       8.33      10.66
   Value at End of
      Year                    --         --         --         --         --         --       9.64       8.79       6.72       8.33
   No. of Units               --         --         --         --         --         --     43,870     38,739     42,177     48,242



                                      U-14



Revolution, Declaration



                         YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR
                         ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                       12/31/10   12/31/09   12/31/08   12/31/07   12/31/06   12/31/05   12/31/04   12/31/03   12/31/02   12/31/01
                      ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                           
Declaration Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       8.90       6.79      10.00         --
   Value at End of
      Year                    --         --         --         --         --         --       9.78       8.90       6.79         --
   No. of Units               --         --         --         --         --         --      9,076      7,752      7,963         --
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       8.79       6.72      10.00         --
   Value at End of
      Year                    --         --         --         --         --         --       9.64       8.79       6.72         --
   No. of Units               --         --         --         --         --         --     95,289    102,807    103,370         --
OVERSEAS EQUITY C FUND (FORMERLY EMERGING MARKETS EQUITY FUND) (MERGED INTO OVERSEAS EQUITY B EFF 11-01-04) - NAV SHARES
   (units first credited 5-03-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --         --       9.07       9.85      10.00
   Value at End of
      Year                    --         --         --         --         --         --         --      14.06       9.07       9.85
   Rev Value No. of
      Units                   --         --         --         --         --         --         --     33,986     17,395      7,941
   Rev. Access No. of
      Units                   --         --         --         --         --         --         --      4,792      2,150      7,941
   Rev. Extra No. of
      Units                   --         --         --         --         --         --         --     20,573      7,320      7,941
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --         --       9.07       9.85      10.35
   Value at End of
      Year                    --         --         --         --         --         --         --      14.06       9.07       9.85
   No. of Units               --         --         --         --         --         --         --      6,003      8,809      7,313
OVERSEAS EQUITY FUND (MERGED INTO OVERSEAS EQUITY B FUND EFF 11-01-04) - NAV SHARES (units first credited 8-10-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --         --       9.96      10.76      11.65
   Value at End of
      Year                    --         --         --         --         --         --         --      13.75       9.96      10.76
   Rev Value No. of
      Units                   --         --         --         --         --         --         --    201,570    174,540    128,318
   Rev. Access No. of
      Units                   --         --         --         --         --         --         --     35,964     24,431    128,318
   Rev. Extra No. of
      Units                   --         --         --         --         --         --         --     41,367     28,672    128,318
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --         --       7.79       8.42       9.12
   Value at End of
      Year                    --         --         --         --         --         --         --      10.76       7.79       8.42
   No. of Units               --         --         --         --         --         --         --      6,486      4,448      4,508
OVERSEAS EQUITY TRUST (MERGED INTO INTERNATIONAL VALUE TRUST EFF 5-03-10) - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --       8.48      14.81      13.33      11.27       9.64         --         --         --         --
   Value at End of
      Year                    --      10.95       8.48      14.81      13.33      11.27         --         --         --         --
   Rev Value No. of
      Units                   --    306,223    361,051    518,546    583,528    613,845         --         --         --         --
   Rev. Access No. of
      Units                   --     41,208     49,501     55,768     60,848     82,171         --         --         --         --
   Rev. Extra No. of
      Units                   --    122,581    145,618    196,646    215,947    217,607         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --       9.78         --         --         --         --
   Value at End of
      Year                    --         --         --         --         --      11.47         --         --         --         --
   No. of Units               --         --         --         --         --      4,986         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --       8.48      14.81      13.33      11.27       9.64         --         --         --         --
   Value at End of
      Year                    --      10.95       8.48      14.81      13.33      11.27         --         --         --         --
   No. of Units               --      9,970     10,062     15,425     25,085     36,329         --         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --      11.47       9.78         --         --         --         --
   Value at End of
      Year                    --         --         --         --      13.60      11.47         --         --         --         --
   No. of Units               --         --         --         --      2,952     12,021         --         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --       8.48      14.81      13.33      11.27       9.64         --         --         --         --
   Value at End of
      Year                    --      10.95       8.48      14.81      13.33      11.27         --         --         --         --
   No. of Units               --     43,619     49,398     58,092     73,639     80,279         --         --         --         --



                                      U-15



Revolution, Declaration



                         YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR
                         ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                       12/31/10   12/31/09   12/31/08   12/31/07   12/31/06   12/31/05   12/31/04   12/31/03   12/31/02   12/31/01
                      ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                           
REAL ESTATE EQUITY FUND (REPLACED BY REAL ESTATE SECURITIES TRUST EFF 4-29-05) - NAV SHARES (units first credited 5-03-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --      15.47      11.44      11.43      10.95
   Value at End of
      Year                    --         --         --         --         --         --      20.85      15.47      11.44      11.43
   Rev Value No. of
      Units                   --         --         --         --         --         --    253,425    267,781    217,276    138,332
   Rev. Access No. of
      Units                   --         --         --         --         --         --     31,913     48,314     48,847    138,332
   Rev. Extra No. of
      Units                   --         --         --         --         --         --     88,926     86,358     68,106    138,332
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      17.95      13.24      13.20      12.61
   Value at End of
      Year                    --         --         --         --         --         --      24.26      17.95      13.24      13.20
   No. of Units               --         --         --         --         --         --     10,542     11,719     11,722     11,726
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      17.72      13.11      13.10      12.54
   Value at End of
      Year                    --         --         --         --         --         --      23.89      17.72      13.11      13.10
   No. of Units               --         --         --         --         --         --      6,087      6,937      3,182      2,869
REAL ESTATE SECURITIES TRUST - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                 20.26      15.75      26.31      31.55      23.24      20.85         --         --         --         --
   Value at End of
      Year                 25.85      20.26      15.75      26.31      31.55      23.12         --         --         --         --
   Rev Value No. of
      Units               46,232     62,684    109,404    147,035    210,402    235,518         --         --         --         --
   Rev. Access No. of
      Units               14,810     14,809     20,191     19,335     22,181     25,551         --         --         --         --
   Rev. Extra No. of
      Units               27,717     37,132     41,180     54,623     63,742     72,842         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                 50.59      39.23      65.38      78.20      57.17      24.26         --         --         --         --
   Value at End of
      Year                 64.71      50.59      39.23      65.38      78.20      57.17         --         --         --         --
   No. of Units               59         59         59         59         --      4,971         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --      15.75      26.31      31.55      23.12      23.89         --         --         --         --
   Value at End of
      Year                    --      20.26      15.75      26.31      31.55      23.12         --         --         --         --
   No. of Units               --      4,546      4,546      5,465      7,545      9,394         --         --         --         --
SHORT TERM GOVERNMENT INCOME TRUST - NAV SHARES (units first credited 5-03-2010)
Contracts with no Optional Benefits
   Value at Start of
      Year                 15.10         --         --         --         --         --         --         --         --         --
   Value at End of
      Year                 15.85         --         --         --         --         --         --         --         --         --
   Rev Value No. of
      Units              180,920         --         --         --         --         --         --         --         --         --
   Rev. Access No. of
      Units               47,015         --         --         --         --         --         --         --         --         --
   Rev. Extra No. of
      Units               67,455         --         --         --         --         --         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 12.30         --         --         --         --         --         --         --         --         --
   Value at End of
      Year                 12.92         --         --         --         --         --         --         --         --         --
   No. of Units              828         --         --         --         --         --         --         --         --         --
SHORT-TERM BOND FUND (MERGED INTO SHORT-TERM BOND TRUST EFF 4-29-05) - NAV SHARES (units first credited 5-03-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --      15.04      14.82      14.20      13.30
   Value at End of
      Year                    --         --         --         --         --         --      15.07      15.04      14.82      14.20
   Rev Value No. of
      Units                   --         --         --         --         --         --    765,939    884,537    621,051    440,240
   Rev. Access No. of
      Units                   --         --         --         --         --         --     98,324    118,364    132,895    440,240
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    162,310    185,025    158,441    440,240
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      12.41      12.20      11.66      10.89
   Value at End of
      Year                    --         --         --         --         --         --      12.46      12.41      12.20      11.66
   No. of Units               --         --         --         --         --         --         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --      12.26      12.08      11.57      10.84
   Value at End of
      Year                    --         --         --         --         --         --      12.28      12.26      12.08      11.57
   No. of Units               --         --         --         --         --         --      7,734      7,829      5,826      6,019



                                      U-16



Revolution, Declaration



                         YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR
                         ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                       12/31/10   12/31/09   12/31/08   12/31/07   12/31/06   12/31/05   12/31/04   12/31/03   12/31/02   12/31/01
                      ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                           
SHORT-TERM BOND TRUST (MERGED INTO SHORT TERM GOVERNMENT INCOME TRUST EFF 5-03-10) - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --      12.82      16.01      15.70      15.20      15.07         --         --         --         --
   Value at End of
      Year                    --      15.10      12.82      16.01      15.70      15.20         --         --         --         --
   Rev Value No. of
      Units                   --    277,348    290,944    364,019    513,093    617,842         --         --         --         --
   Rev. Access No. of
      Units                   --     41,608     45,656     62,900     67,792     79,284         --         --         --         --
   Rev. Extra No. of
      Units                   --     82,765     94,448    127,046    140,163    141,094         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --      10.45      13.05      12.79      12.39      12.28         --         --         --         --
   Value at End of
      Year                    --      12.30      10.45      13.05      12.79      12.39         --         --         --         --
   No. of Units               --        829      1,048     11,142      5,002      7,197         --         --         --         --
SMALL CAP EMERGING GROWTH FUND (MERGED INTO SMALL CAP GROWTH TRUST EFF 4-29-05) - NAV SHARES (units first credited 11-15-2001)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --       8.23       5.60       7.90       8.30
   Value at End of
      Year                    --         --         --         --         --         --       8.90       8.23       5.60       7.90
   Rev Value No. of
      Units                   --         --         --         --         --         --    692,587    116,428    110,281     79,406
   Rev. Access No. of
      Units                   --         --         --         --         --         --     66,206     12,351      8,332     79,406
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    200,297     28,761     30,007     79,406
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       8.62       5.85       8.23       8.64
   Value at End of
      Year                    --         --         --         --         --         --       9.34       8.62       5.85       8.23
   No. of Units               --         --         --         --         --         --      4,203      7,749      8,574         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       8.52       5.79       8.17       8.60
   Value at End of
      Year                    --         --         --         --         --         --       9.21       8.52       5.79       8.17
   No. of Units               --         --         --         --         --         --     48,346     12,101     14,125     12,245
Declaration Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       8.52         --         --         --
   Value at End of
      Year                    --         --         --         --         --         --       9.34         --         --         --
   No. of Units               --         --         --         --         --         --     23,421         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --       8.40         --         --         --
   Value at End of
      Year                    --         --         --         --         --         --       9.21         --         --         --
   No. of Units               --         --         --         --         --         --    316,019         --         --         --
SMALL CAP GROWTH FUND (MERGED INTO SMALL CAP EMERGING GROWTH FUND EFF 11-01-04) - NAV SHARES (units first credited 11-15-2001)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --         --       9.81      14.19      16.44
   Value at End of
      Year                    --         --         --         --         --         --         --      12.39       9.81      14.19
   Rev Value No. of
      Units                   --         --         --         --         --         --         --    428,036    448,285    715,728
   Rev. Access No. of
      Units                   --         --         --         --         --         --         --     41,073     45,628    715,728
   Rev. Extra No. of
      Units                   --         --         --         --         --         --         --    143,040    134,266    715,728
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --         --      11.49      16.57      10.00
   Value at End of
      Year                    --         --         --         --         --         --         --      14.55      11.49      16.57
   No. of Units               --         --         --         --         --         --         --      2,478      2,478      2,702
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                     --         --         --         --         --         --         --       9.81      14.19      10.00
   Value at End of
      Year                     --         --         --         --         --         --         --      12.39       9.81      14.19
   No. of Units                --         --         --         --         --         --         --     29,375     31,651     35,009
Declaration Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --         --      11.49      16.57      10.00
   Value at End of
      Year                    --         --         --         --         --         --         --      14.55      11.49      16.57
   No. of Units               --         --         --         --         --         --         --     24,095     29,369     50,072
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                    --         --         --         --         --         --         --       9.81      14.19      10.00
   Value at End of
      Year                    --         --         --         --         --         --         --      12.39       9.81      14.19
   No. of Units               --         --         --         --         --         --         --    250,519    270,532    334,521



                                      U-17



Revolution, Declaration



                         YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR
                         ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                       12/31/10   12/31/09   12/31/08   12/31/07   12/31/06   12/31/05   12/31/04   12/31/03   12/31/02   12/31/01
                      ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                           
SMALL CAP GROWTH TRUST - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                 10.31       7.77      13.01      11.56      10.31       8.90         --         --         --         --
   Value at End of
      Year                 12.44      10.31       7.77      13.01      11.56      10.31         --         --         --         --
   Rev Value No. of
      Units              256,944    311,915    347,109    452,303    561,876    650,669         --         --         --         --
   Rev. Access No. of
      Units               31,044     36,629     38,785     42,586     51,201     51,319         --         --         --         --
   Rev. Extra No. of
      Units               63,257     77,922     94,270    129,808    170,356    182,932         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                 10.96       8.24      13.76      12.19      10.85       9.34         --         --         --         --
   Value at End of
      Year                 13.26      10.96       8.24      13.76      12.19      10.85         --         --         --         --
   No. of Units            1,481      2,465      3,721      4,203      4,203      4,203         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 10.67       8.03      13.46      11.95      10.67       9.21         --         --         --         --
   Value at End of
      Year                 12.87      10.67       8.03      13.46      11.95      10.67         --         --         --         --
   No. of Units            5,727     12,153     12,349     16,165     18,525     42,275         --         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --      13.76      12.19      10.85       9.34         --         --         --         --
   Value at End of
      Year                 13.26         --       8.24      13.76      12.19      10.85         --         --         --         --
   No. of Units            4,319         --      2,052      2,052     10,518     25,657         --         --         --         --
Declaration Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 10.67       8.03      13.46      11.95      10.67       9.21         --         --         --         --
   Value at End of
      Year                 12.87      10.67       8.03      13.46      11.95      10.67         --         --         --         --
   No. of Units           86,180     99,121    104,644    141,109    183,334    268,773         --         --         --         --
SMALL CAP INDEX TRUST - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                 11.49       9.19      14.03      14.51      12.49      12.99         --         --         --         --
   Value at End of
      Year                 14.35      11.49       9.19      14.03      14.51      12.49         --         --         --         --
   Rev Value No. of
      Units               91,940     97,141    130,164    152,792    193,514    214,291         --         --         --         --
   Rev. Access No. of
      Units               26,778     35,350     42,141     45,838     52,121     53,815         --         --         --         --
   Rev. Extra No. of
      Units               25,892     28,944     41,777     67,072     88,093     95,089         --         --         --         --
SMALL CAP VALUE FUND (MERGED INTO SMALL CAP VALUE TRUST EFF 4-29-05) - NAV SHARES (units first credited 8-10-1999)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --      20.54      15.07      16.31      13.87
   Value at End of
      Year                    --         --         --         --         --         --      25.43      20.54      15.07      16.31
   Rev Value No. of
      Units                   --         --         --         --         --         --    444,257    467,842    467,201    546,648
   Rev. Access No. of
      Units                   --         --         --         --         --         --     63,114     79,351     81,318    546,648
   Rev. Extra No. of
      Units                   --         --         --         --         --         --    123,938    137,936    128,046    546,648
SMALL CAP VALUE TRUST - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                 28.79      22.64      31.01      32.34      27.44      25.43         --         --         --         --
   Value at End of
      Year                 35.87      28.79      22.64      31.01      32.34      27.44         --         --         --         --
   Rev Value No. of
      Units              111,926    142,150    179,170    248,004    333,449    377,974         --         --         --         --
   Rev. Access No. of
      Units               26,464     33,253     38,734     43,470     48,214     60,124         --         --         --         --
   Rev. Extra No. of
      Units               30,115     39,230     54,200     75,774     99,137    112,417         --         --         --         --
TOTAL BOND MARKET TRUST B (FORMERLY BOND INDEX TRUST B) - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                 15.57      14.84      14.20      13.42      13.06      12.91         --         --         --         --
   Value at End of
      Year                 16.38      15.57      14.84      14.20      13.42      13.06         --         --         --         --
   Rev Value No. of
      Units              157,497    231,983    286,085    392,704    519,385    618,333         --         --         --         --
   Rev. Access No. of
      Units               32,459     34,899     38,594     38,237     43,712     59,493         --         --         --         --
   Rev. Extra No. of
      Units               67,742     80,849    115,535    131,724    150,735    168,737         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments greater than $250,000
   Value at Start of
      Year                    --         --         --         --         --      13.12         --         --         --         --
   Value at End of
      Year                    --         --      15.22         --         --      13.30         --         --         --         --
   No. of Units               --         --         --         --         --      9,826         --         --         --         --
Patriot Contracts with no Optional Benefits with initial premium payments less than $250,000
   Value at Start of
      Year                 15.59      14.85      14.21      13.43      13.07      12.92         --         --         --         --
   Value at End of
      Year                 16.39      15.59      14.85      14.21      13.43      13.07         --         --         --         --
   No. of Units            1,933      2,522      8,892      5,318      5,432      7,696         --         --         --         --



                                      U-18



Revolution, Declaration



                         YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR       YEAR
                         ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                       12/31/10   12/31/09   12/31/08   12/31/07   12/31/06   12/31/05   12/31/04   12/31/03   12/31/02   12/31/01
                      ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                           
TOTAL RETURN BOND FUND (REPLACED BY TOTAL RETURN TRUST EFF 4-29-05) - NAV SHARES (units first credited 5-01-2003)
Contracts with no Optional Benefits
   Value at Start of
      Year                    --         --         --         --         --         --      10.11      10.00         --         --
   Value at End of
      Year                    --         --         --         --         --         --      10.46      10.11         --         --
   Rev Value No. of
      Units                   --         --         --         --         --         --    101,935     85,139         --         --
   Rev. Access No. of
      Units                   --         --         --         --         --         --      9,789     10,515         --         --
   Rev. Extra No. of
      Units                   --         --         --         --         --         --     44,923     61,613         --         --
TOTAL RETURN TRUST - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                 13.30      11.84      11.67      10.88      10.63      10.46         --         --         --         --
   Value at End of
      Year                 14.14      13.30      11.84      11.67      10.88      10.63         --         --         --         --
   Rev Value No. of
      Units              149,114    198,366    242,785    185,403    158,257    154,807         --         --         --         --
   Rev. Access No. of
      Units               37,023     29,906     27,102     11,694     14,272     14,021         --         --         --         --
   Rev. Extra No. of
      Units               41,399     52,493     58,155     90,593     87,943     74,581         --         --         --         --
TOTAL STOCK MARKET INDEX TRUST - NAV SHARES (units first credited 4-29-2005)
Contracts with no Optional Benefits
   Value at Start of
      Year                 11.91       9.35      15.07      14.51      12.74      12.50         --         --         --         --
   Value at End of
      Year                 13.79      11.91       9.35      15.07      14.51      12.74         --         --         --         --
   Rev Value No. of
      Units              366,090    498,006    647,535    933,262  1,117,167  1,374,019         --         --         --         --
   Rev. Access No. of
      Units               96,863    104,036    114,803    120,127    130,048    154,546         --         --         --         --
   Rev. Extra No. of
      Units              144,982    167,529    209,661    275,782    405,193    444,705         --         --         --         --



                                      U-19


(JOHN HANCOCK LOGO)
the future is yours(R)

                    To obtain a John Hancock Variable Annuity


         Separate Account T Statement of Additional Information ("SAI")


                              Send this request to:

                          John Hancock Variable Annuity
                             Separate Account T SAI
                      John Hancock Annuities Service Center
                              Post Office Box 9505
                            Portsmouth, NH 03802-9505

                          CUT ALONG DOTTED LINE (LOGO)
--------------------------------------------------------------------------------

      Please send me the Statement of Additional Information for DECLARATION
      VARIABLE ANNUITY, PATRIOT VARIABLE ANNUITY, REVOLUTION ACCESS VARIABLE
      ANNUITY, REVOLUTION EXTRA VARIABLE ANNUITY OR REVOLUTION VALUE VARIABLE
      ANNUITY dated May 2, 2011, funded in John Hancock Life Insurance Company
      (U.S.A.) Separate Account T (formerly John Hancock Variable Annuity
      Account JF). We will mail the Statement of Additional Information
      applicable to contracts with the address of record written below. If no
      contracts are listed with the address of record written below, we may be
      unable to fulfill the request.

     Name_______________________________________________________________________

     Address____________________________________________________________________

     City________________________ State _____________    Zip ___________________