Exhibit 10.3

                                 AMENDMENT NO. 1
                                       TO
                        EMPLOYMENT CONTINUATION AGREEMENT


      This Amendment No. 1 (this "Amendment") to the Employment Continuation
Agreement dated April 1, 2003 (the "Agreement") by and among John Hancock Life
Insurance Company, a Massachusetts corporation (the "Company"), John Hancock
Financial Services, Inc., a Delaware corporation ("JHFS"), James M. Benson (the
"Executive"), and Manulife Financial Corporation, a corporation organized under
the laws of Canada ("Manulife"), is dated this 28th day of September, 2003.

      WHEREAS, the Agreement provides benefits and protection to the Executive
in the event of a Change in Control or Potential Change in Control (as such
terms are defined in the Agreement);

      WHEREAS, JHFS, Manulife and Jupiter Merger Corporation ("Merger Co.") have
entered into an Agreement and Plan of Merger dated as of the date hereof (the
"Merger Agreement") pursuant to which, and subject to the terms and conditions
of which, Merger Co. will merge with JHFS (the "Merger");

      WHEREAS, the Company, JHFS, the Executive and Manulife are entering into
this Amendment in reliance upon the acknowledgment by the Company, JHFS, the
Executive and Manulife that the Merger and the other transactions contemplated
by the Merger Agreement will, upon consummation thereof at the Effective Time,
constitute a "Change of Control" under the Agreement; and

      WHEREAS, in connection with the Merger, the Company, JHFS and the
Executive desire to amend the Agreement as set forth herein, and, for certain
purposes set forth below, Manulife desires to become a party to this Amendment.

      NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is hereby agreed among the Company, JHFS, the Executive and
Manulife as follows:

1.    All capitalized, undefined terms used in this Amendment and not otherwise
      defined herein shall have the meanings assigned thereto in the Agreement.

2.    This Amendment shall become effective as of the date first set forth
      above; provided, however, that if the Merger Agreement is terminated prior
      to the Effective Time (as defined in the Merger Agreement), then this
      Amendment shall automatically terminate and shall be of no further force
      or effect. Each of the Company, JHFS, the Executive and Manulife
      acknowledges that the Merger and the other transactions contemplated by
      the Merger Agreement will, upon consummation thereof at the Effective
      Time, constitute a "Change of Control" under the Agreement.

3.    Section 4 of the Agreement is hereby amended by deleting subsection (a)
      thereof in its entirety and substituting the following subsection (a)
      therefor:

<PAGE>

                  "(a) Titles, Positions and Duties. During the Employment
            Period, the Executive's position (including status, offices and
            titles), authority, duties and responsibilities shall be as set
            forth below. The Executive's services shall be performed at the
            location where the Executive was employed immediately preceding the
            Effective Date. During the Employment Period, so long as the
            Executive is employed by the Surviving Corporation (as defined in
            the Agreement and Plan of Merger, dated September 28, 2003, by and
            among Manulife, JHFS and Merger Co. (the "Merger Agreement")) or the
            Company:

                  (i) the Executive shall hold the titles of (A) on and after
                  the Effective Date, Senior Executive Vice President, U.S. Life
                  and Long Term Care Products of the Surviving Corporation and
                  Senior Executive Vice President, U.S. Life and Long Term Care
                  Products of the Company and (B) on and after the Effective
                  Date, Senior Executive Vice President of Manulife, provided
                  that if any other individual having a title of Senior
                  Executive Vice President of Manulife is assigned one or more
                  additional or superior titles (or such individual's Senior
                  Executive Vice President title is supplemented by an
                  additional or superior title or designation) commensurate with
                  such individual's responsibilities, duties and authority, then
                  the Executive shall likewise be assigned one or more
                  additional or superior titles (or supplemental title or
                  designation to his Senior Executive Vice President title), as
                  the case may be, commensurate with the Executive's
                  responsibilities, duties and authority; and

                        (ii) the Executive shall, on and after the Effective
                  Date, (A) be a member of any Executive Committee or Policy
                  Committee or committee having a similar function (other than
                  any such committee that is a committee of the Board of
                  Directors consisting solely of directors (a "Board
                  Committee")) of Manulife, the Surviving Corporation or the
                  Company and (B) be a member of any Executive Committee or
                  Policy Committee or committee having a similar function that
                  is a Board Committee of the Surviving Corporation or the
                  Company, but only if the Executive is a director of the
                  Surviving Corporation or the Company, as the case may be; and

                        (iii) the Executive shall be responsible for marketing,
                  sales, product development, financial reporting, service and
                  business unit specific IT development for U.S. Life and Long
                  Term Care Products, whether or not such

<PAGE>

                  activities are conducted through the Surviving Corporation;
                  and

                        (iv) in his capacity as Senior Executive Vice President,
                  U.S. Life and Long Term Care Products of the Surviving
                  Corporation, the Executive shall report solely to the Chairman
                  and Chief Executive Officer of the Surviving Corporation and
                  to the Board of Directors of the Surviving Corporation; and

                        (v) in his capacity as Senior Executive Vice President,
                  U.S. Life and Long Term Care Products of the Company, the
                  Executive shall report solely to the Chairman and Chief
                  Executive Officer of the Company and to the Board of Directors
                  of the Company; and

                        (vi) the Executive shall also hold, exercise and be
                  assigned such responsibilities, duties and authority as are
                  customarily held and exercised by, and assigned to, an
                  individual serving as Senior Executive Vice President of a
                  Canadian and U.S. public company comparable in size, structure
                  and nature to Manulife. In his capacity as Senior Executive
                  Vice President of Manulife, the Executive shall report solely
                  to the Chief Operating Officer and President-Elect and the
                  Board of Directors of Manulife."

4.    Section 6(d) of the Agreement is hereby amended by deleting subsection (i)
      thereof in its entirety and substituting the following subsection (i)
      therefor:

                  "(i) the assignment to the Executive of any duties
            inconsistent in any material adverse respect with the Executive's
            position, authority or responsibilities, as contemplated by Section
            4 of this Agreement, or any other material adverse change or
            significant reduction in position, titles, reporting lines,
            authority or responsibilities, other than any such assignment
            inconsistent with the foregoing that is inadvertent and cured by the
            Company or JHFS, as applicable, within ten (10) business days after
            receipt by the Board of Directors of the Company or the Board of
            Directors of JHFS, as applicable, of written notice thereof given by
            the Executive;"

5.    Section 6(d) of the Agreement is amended by deleting subsection (ii)
      thereof in its entirety and substituting the following subsection (ii)
      therefor:

                  "(ii) any failure by the Company or JHFS to comply with any of
            the provisions of Section 5 (other than Section 5(c)) of this
            Agreement, other than an insubstantial or inadvertent failure

<PAGE>

            that is cured by the Company or JHFS, as applicable, within ten (10)
            business days after receipt by the Board of Directors of the Company
            or the Board of Directors of JHFS, as applicable, of written notice
            thereof given by the Executive;"

6.    Section 7(b-2) of the Agreement is further amended by adding the words
      "(with twenty (20) years payment guaranteed)" immediately following the
      words "for the remainder of his lifetime" and immediately before the words
      ", except that".

7.    By executing this Amendment, Manulife hereby expressly assumes and agrees
      to perform the Agreement, as amended by this Amendment, in accordance with
      Section 13 thereof; provided, however that the Executive hereby
      acknowledges and agrees that in no event shall anything in this Amendment
      (or the Agreement) be construed or applied to entitle the Executive to
      receive payments or benefits under the Restated Agreement that are
      duplicative of any payments or benefits provided to the Executive by any
      of the Company, JHFS or Manulife under any other agreement or plan that
      provides for payments or benefits upon a change of control. Manulife
      further acknowledges and agrees to be bound by (1) the methodologies for
      determining the amounts payable to the Executive pursuant to the
      provisions of Sections 7(c), 7(d) and 7(f) of the Agreement and (2) the
      amounts that would be payable to the Executive if the Executive were
      entitled to receive the payments and benefits set forth in such Sections
      as of the Closing Date (as such term is defined in the Merger Agreement)
      in each case as such methodologies and amounts are set forth on Schedule A
      attached hereto. Manulife acknowledges that, in accordance with the
      Agreement, the Company shall designate in writing primary and alternate
      Accountants to Manulife on or prior to the Closing Date.

8.    Except as amended by this Amendment, all other terms of the Agreement
      shall remain in full force and effect; provided, that, until the earlier
      to occur of (i) the date that this Amendment terminates and is of no
      further force and effect pursuant to Section 2 of this Amendment and (ii)
      the Effective Time of the Merger, the Company, JHFS and the Executive each
      hereby agrees and acknowledges that the Agreement (as amended by this
      Amendment) shall not be amended without the prior written consent of
      Manulife.

9.    Subject to Section 8 of this Amendment, this Amendment shall be subject to
      the "Miscellaneous" provisions contained in Section 14 of the Agreement,
      which are incorporated by reference herein, provided that any notice or
      other communication under the Agreement or this Amendment to be delivered
      to Manulife shall be provided to the following address in accordance with
      Section 14(e) of the Agreement: Manulife Financial Corporation, 200 Bloor
      Street East, Toronto, Ontario M4W 1E5, attention: General Counsel. This
      Amendment may be executed in or more counterparts and by the different
      parties hereto in separate counterparts, each of which when executed shall
      be deemed to be an original but all of which taken together shall
      constitute one and the same agreement.

<PAGE>

      IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and the Company, JHFS and Manulife have caused this Amendment to be executed in
their respective names and on their behalf, all as of the day and year first
above written.

                             JOHN HANCOCK LIFE INSURANCE COMPANY


                             By:_________________________________
                                Name: David D'Alessandro
                                Title: Chairman, President and
                                Chief Executive Officer


                             JOHN HANCOCK FINANCIAL
                                 SERVICES, INC.


                             By:_________________________________
                                Name: David D'Alessandro
                                Title: Chairman, President and
                                Chief Executive Officer


                             EXECUTIVE:


                             ____________________________________
                             James M. Benson


                             MANULIFE FINANCIAL CORPORATION


                             By:_________________________________
                                Name: Dominic D'Alessandro
                                Title: President and Chief Executive Officer


Signature Page to Amendment to Employment Continuation Agreement