Exhibit 10.28

                           SECOND AMENDED AND RESTATED
                        EMPLOYMENT CONTINUATION AGREEMENT

      THIS SECOND AMENDED AND RESTATED AGREEMENT by and among John Hancock Life
Insurance Company, a Massachusetts corporation (the "Company"), John Hancock
Financial Services, Inc., a Delaware corporation ("JHFS") and Derek Chilvers
(the "Executive"), dated as of the 15th day of October, 2001.

                              W I T N E S S E T H :

      WHEREAS, the Executive has been employed as an officer of the Company
and/or JHFS, and it has been determined that the Executive holds an important
position with the Company and/or JHFS;

      WHEREAS, the Company and JHFS believe that, in the event of a situation
that could result in a change in ownership or control of the Company or JHFS,
continuity of management will be essential to their ability to evaluate and
respond to such a situation in the best interests of shareholders;

      WHEREAS, the Company and JHFS understand that any such situation will
present significant concerns for the Executive with respect to his/her financial
and job security;

      WHEREAS, to assure themselves of the Executive's services during the
period in which they are confronting such a situation, and to provide the
Executive certain financial assurances to enable the Executive to perform the
responsibilities of his/her position without undue distraction and to exercise
his/her judgment without bias due to his/her personal circumstances, the
Company, JHFS and the Executive previously entered into this Agreement to
provide the Executive with certain rights and obligations upon the occurrence of
a Change of Control or Potential Change of Control (as each such term is defined
in Section 2 hereof);

      WHEREAS, the Executive, the Company and JHFS have determined that the
Agreement should be amended and restated to further clarify and refine benefits
and protections provided to the Executive in the event of a Change of Control or
Potential Change of Control;

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

      1. Operation of Agreement. (a) Effective Date. The effective date of this
Agreement shall be the date on which a Change of Control occurs (the "Effective
Date"), provided that, except as provided in Section 1(b), if the Executive is
not employed by the Company, JHFS or an Affiliate on the Effective Date, this
Agreement shall be void and without effect.

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      (b) Termination of Employment Following a Potential Change of Control.
Notwithstanding Section 1(a), if (i) the Executive's employment with the
Company, JHFS or an Affiliate is terminated without Cause (as defined in Section
6(c)) after the occurrence of a Potential Change of Control and prior to the
occurrence of a Change of Control and (ii) a Change of Control occurs within two
years of such termination, the Executive shall be deemed, solely for purposes of
determining his/her rights under this Agreement, to have remained employed until
the date such Change of Control occurs and to have been terminated by the
Company, JHFS or (if applicable) the Affiliate without Cause immediately after
this Agreement becomes effective, with any amounts payable hereunder reduced by
the amount of any other severance benefits provided to him in connection with
such termination.

      2. Definitions.

      (a) "Affiliate" shall mean any corporation, partnership, limited liability
company, trust or other entity which directly, or indirectly through one or more
intermediaries, controls, or is controlled by, the Company, or JHFS.

      (b) "Board" shall mean the Board of Directors of the Company.

      (c) "Company" means John Hancock Life Insurance Company.

      (d) "Change of Control" shall be deemed to have occurred if:

            (i) any Person (as defined below) has acquired, "beneficial
      ownership" (within the meaning of Rule 13d-3, as promulgated under Section
      13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
      Act")), directly or indirectly, of securities of the Company or JHFS
      representing 30% or more of the combined Voting Power (as defined below)
      of the securities of the Company or JHFS; provided, however, that the
      event described in this paragraph (i) shall not be deemed to be a Change
      in Control by virtue of an acquisition by any employee benefit plan (or
      related trust) sponsored or maintained by the Company, JHFS or any
      Affiliate; or

            (ii) within any 24-month period, the persons who, at the beginning
      of such period, were members of the Board (the "Incumbent Company
      Directors") shall cease to constitute at least a majority of the Board or
      the board of directors of any successor to the Company; provided, however,
      that any director elected to the Board, or nominated for election to the
      Board, by at least two-thirds (2/3) of the Incumbent Company Directors
      then still in office shall be deemed to be an Incumbent Company Director
      for purposes of this subclause (ii); provided, however, that no individual
      initially elected or nominated for election to the Board as a result of an
      actual or threatened election contest with respect to directors or as a
      result of any other actual or threatened solicitation of proxies by or on
      behalf of any Person other than the Board shall be deemed to be an
      Incumbent Company Director; or

            (iii) within any 24-month period, the persons who, at the beginning
      of such period, were members of the JHFS Board (the "Incumbent JHFS
      Directors")


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      shall cease to constitute at least a majority of the JHFS Board or the
      board of directors of any successor to JHFS; provided, however, that any
      director elected to the JHFS Board, or nominated for election to the JHFS
      Board, by at least two-thirds (2/3) a majority of the Incumbent JHFS
      Directors then still in office shall be deemed to be an Incumbent JHFS
      Director for purposes of this subclause (iii); provided, however, that no
      individual initially elected or nominated for election to the JHFS Board
      as a result of an actual or threatened election contest with respect to
      directors or as a result of any other actual or threatened solicitation of
      proxies by or on behalf of any Person other than the JHFS Board shall be
      deemed to be an Incumbent JHFS Director; or

            (iv) upon the consummation of a merger, consolidation, share
      exchange, division, sale or other disposition of all or substantially all
      of the assets of the Company (a "Company Corporate Event") and immediately
      following the consummation of which the stockholders of the Company,
      immediately prior to such Company Corporate Event do not hold, directly or
      indirectly, a majority of the Voting Power of

                  (A)   in the case of a merger or consolidation, the surviving
                        or resulting corporation,

                  (B)   in the case of a statutory share exchange, the acquiring
                        corporation,

                  (C)   in the case of a division or a sale or other disposition
                        of assets, each surviving, resulting or acquiring
                        corporation which, immediately following the relevant
                        Company Corporate Event, holds more than 25% of the
                        consolidated assets of the Company immediately prior to
                        such Company Corporate Event, provided that no Change of
                        Control shall be deemed to have occurred if the
                        Executive is employed, immediately following such
                        Company Corporate Event, by any entity in which the
                        stockholders of the Company immediately prior to such
                        Company Corporate Event hold, directly or indirectly, a
                        majority of the Voting Power;

      Provided that in each case such majority of the Voting Power is
      represented by securities of the Company that were outstanding immediately
      prior to such Company Corporate Event (or, if applicable, is represented
      by shares into which such securities of the Company were converted
      pursuant to such Company Corporate Event); or

            (v) upon the consummation of a merger, consolidation, share
      exchange, division, sale or other disposition of all or substantially all
      of the assets of JHFS which has been approved by the stockholders of JHFS
      (a "JHFS Corporate Event"), and immediately following the consummation of
      which the stockholders of JHFS immediately prior to such JHFS Corporate
      Event do not hold, directly or indirectly, a majority of the Voting Power
      of


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                  (A)   in the case of a merger or consolidation, the surviving
                        or resulting corporation,

                  (B)   in the case of a statutory share exchange, the acquiring
                        corporation, or

                  (C)   in the case of a division or a sale or other disposition
                        of assets, each surviving, resulting or acquiring
                        corporation which, immediately following the relevant
                        JHFS Corporate Event, holds more than 25% of the
                        consolidated assets of JHFS immediately prior to such
                        JHFS Corporate Event, provided that no Change of Control
                        shall be deemed to have occurred if the Executive is
                        employed, immediately following such JHFS Corporate
                        Event, by any entity in which the stockholders of JHFS
                        immediately prior to such JHFS Corporate Event hold,
                        directly or indirectly, a majority of the Voting Power;

      Provided that in each case such majority of the Voting Power is
      represented by securities of JHFS that were outstanding immediately prior
      to such JHFS Corporate Event (or, if applicable, is represented by shares
      into which such securities of JHFS were converted pursuant to such JHFS
      Corporate Event); or

            (vi) any other event occurs which the Board or the JHFS Board
      declares to be a Change of Control.

      (e) "JHFS" means John Hancock Financial Services, Inc.

      (f) "JHFS Board" means the Board of Directors of JHFS and, after a Change
in Control that constitutes a Company Corporate Event or a JHFS Corporate Event,
the Board Directors of the Parent.

      (g) "Parent" shall mean any corporation, partnership, limited liability
company, business trust or other entity which owns, directly or indirectly, more
than 50% of the Voting Power in the Company or JHFS.

      (h) "Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act, as supplemented by Section 13(d)(3) of the Exchange
Act; provided, however, that Person shall not include (i) the Company, JHFS, or
any Affiliate or (ii) any employee benefit plan sponsored by the entities
described in clause (i) of this definition.

      (i) "Potential Change of Control" shall be deemed to have occurred if:

            (i) a Person commences a tender offer (with adequate financing) for
      securities representing at least 10% of the Voting Power of the JHFS's
      securities;

            (ii) the Company or JHFS enters into an agreement the consummation
      of which would constitute a Change of Control;


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            (iii) proxies for the election of directors of JHFS are solicited by
      anyone other than JHFS; or

            (iv) any other event occurs which is deemed to be a Potential Change
      of Control by the JHFS Board.

      (j) "Voting Power" shall mean such number of the Voting Securities as
shall enable the holders thereof to cast such percentage of all the votes which
could be cast in an annual election of directors.

      (k) "Voting Securities" shall mean all securities of a company entitling
the holders thereof to vote in an annual election of directors.

      3. Employment Period. Subject to Section 6 of this Agreement, the Company
(or if applicable, JHFS) agrees to continue the Executive in its employ, and the
Executive agrees to remain in the employ of the Company or, if applicable, JHFS
for the period (the "Employment Period") commencing on the Effective Date and
ending on the third anniversary of the Effective Date. Notwithstanding the
foregoing, if, prior to the Effective Date, the Executive is demoted to a lower
position than the position held on the date first set forth above, the Board (or
if applicable, the JHFS Board) may declare that this Agreement shall be without
force and effect by written notice delivered to the Executive (i) within 30 days
following such demotion and (ii) prior to the occurrence of a Potential Change
of Control or a Change of Control.

      4. Position and Duties. (a) No Reduction in Position. During the
Employment Period, the Executive's position (including titles), authority and
responsibilities with the Company, JHFS and each of the Affiliates shall be,
both individually and in the aggregate, at least commensurate with those held,
exercised and assigned immediately prior to the Effective Date. It is understood
that, for purposes of this Agreement, such position, authority and
responsibilities shall not be regarded as not commensurate merely by virtue of
the fact that a successor shall have acquired all or substantially all of the
business and/or assets of the Company as contemplated by Section 13(b) of this
Agreement. The Executive's services shall be performed at the location where the
Executive was employed immediately preceding the Effective Date.

      (b) Business Time. From and after the Effective Date, the Executive agrees
to devote substantially all of his/her attention during normal business hours to
the business and affairs of the Company, JHFS and the Affiliates and to use
his/her reasonable best efforts to perform the responsibilities assigned to him
hereunder, to the extent necessary to discharge such responsibilities, except
for (i) time spent in managing his/her personal, financial and legal affairs and
serving on corporate, civic or charitable boards or committees, in each case
only if and to the extent not substantially interfering with the performance of
such responsibilities, and (ii) periods of vacation and sick leave to which
he/she is entitled. It is expressly understood and agreed that the Executive's
continuing to serve on any boards and committees on which he/she is serving or
with which he/she is otherwise associated immediately preceding the Effective
Date shall not be deemed to


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interfere with the performance of the Executive's services for the Company, JHFS
or the Affiliates.

      5. Compensation. (a) Base Salary. During the Employment Period, the
Executive shall receive a base salary at a monthly rate at least equal to the
monthly salary paid to the Executive by the Company, JHFS and any Affiliate
immediately prior to the Effective Date. The base salary shall be reviewed at
least once each year after the Effective Date, and may be increased (but not
decreased) at any time and from time to time by action of the Board or JHFS
Board, as the case may be, or any committee thereof or any individual having
authority to take such action in accordance with the Company's (or if
applicable, JHFS's) regular practices. The Executive's base salary, as it may be
increased from time to time, shall hereafter be referred to as "Base Salary".
Neither the Base Salary nor any increase in Base Salary after the Effective Date
shall serve to limit or reduce any other obligation of the Company or JHFS
hereunder.

      (b) Annual Bonus. During the Employment Period, in addition to the Base
Salary, for each fiscal year of the Company ending during the Employment Period,
the Executive shall be afforded the opportunity to receive an annual bonus on
terms and conditions no less favorable to the Executive (taking into account
reasonable changes in the applicable corporate goals and objectives and taking
into account actual performance) than the annual bonus opportunity that had been
made available to the Executive for the fiscal year ended immediately prior to
the Effective Date (the "Annual Bonus Opportunity"). Any amount payable in
respect of the Annual Bonus Opportunity shall be paid as soon as practicable
following the year for which the amount (or prorated portion) is earned or
awarded, unless electively deferred by the Executive pursuant to any deferral
programs or arrangements that the Company, JHFS or any of its Affiliates may
make available to the Executive.

      (c) Long-term Incentive Compensation Programs. During the Employment
Period, the Executive shall participate in all long-term incentive compensation
programs (including, without limitation, programs providing for the grant of
stock options and other equity-based awards) for key executives at a level that
is commensurate with the Executive's participation in such plans immediately
prior to the Effective Date, or, if more favorable to the Executive, at the
level made available to the Executive or other similarly situated officers at
any time thereafter.

      (d) Benefit Plans. During the Employment Period, the Company shall provide
to the Executive (and to the extent applicable, his/her dependents) pension,
retirement, deferred compensation, savings, medical, dental, health, disability,
life and accidental death coverages, both individual and group, at a level that
is commensurate with the coverage to which the Executive was entitled under
plans sponsored by the Company, JHFS or any affiliate immediately prior to the
Effective Date, or, if more favorable to the Executive, at the level made
available to the Executive or other similarly situated officers at any time
thereafter. The Executive shall be entitled to such benefits subject to the same
terms and conditions (including, without limitation, any requirement that the
Executive make contributions toward the cost of such coverage) that applied
immediately prior to the Effective Date, or, if more favorable to the Executive,
as are made applicable to the Executive or other similarly situated officers at
any time thereafter. To the extent such benefits cannot be provided under the
terms of a benefit plan, policy or program sponsored


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by the Company, JHFS or any affiliate, as the case may be, the Company shall
provide a comparable benefit under another plan or from the Company's general
assets.

      (e) Expenses. During the Employment Period, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
the Executive in accordance with the policies and procedures of the Company as
in effect immediately prior to the Effective Date. Notwithstanding the
foregoing, the Company may apply the policies and procedures in effect after the
Effective Date to the Executive, if such policies and procedures are not less
favorable to the Executive than those in effect immediately prior to the
Effective Date.

      (f) Vacation and Fringe Benefits. During the Employment Period, the
Executive shall be entitled to paid vacation and fringe benefits (including,
without limitation, any split-dollar life insurance arrangements) at a level
that is commensurate with the paid vacation and fringe benefits available to the
Executive immediately prior to the Effective Date, or, if more favorable to the
Executive, at the level made available from time to time to the Executive or
other similarly situated officers at any time thereafter.

      (g) Indemnification. During and after the Employment Period, the Company
and JHFS shall indemnify the Executive and hold the Executive harmless from and
against any claim, loss or cause of action arising from or out of the
Executive's performance as an officer, director or employee of JHFS, the Company
or any of their Affiliates or in any other capacity, including any fiduciary
capacity, in which the Executive serves at the request of the Company to the
maximum extent permitted by applicable law and the Certificate of Incorporation
and By-Laws of JHFS or the Company, as the case may be (the "Governing
Documents"), provided that in no event shall the protection afforded to the
Executive hereunder be less than that afforded under the Governing Documents as
in effect immediately prior to the Effective Date.

      (h) Office and Support Staff. The Executive shall be entitled to an office
with furnishings and other appointments, and to secretarial and other
assistance, at a level that is at least commensurate with the foregoing provided
to the Executive immediately prior to the Change of Control.

      6. Termination. (a) Death, Disability or Retirement. Subject to the
provisions of Section 1 hereof, this Agreement shall terminate automatically
upon the Executive's death, termination due to "Disability" (as defined below)
or voluntary retirement under any of the retirement plans of the Company or JHFS
(or, if applicable, an Affiliates) has in effect from time to time. For purposes
of this Agreement, Disability shall mean the Executive has met the conditions to
qualify for long-term disability benefits under the long term disability plan or
policy the Company or JHFS (or, if applicable, an Affiliate), has in effect
immediately prior to the Effective Date.

      (b) Voluntary Termination. Notwithstanding anything in this Agreement to
the contrary, following a Change of Control the Executive may, upon not less
than 60 days' written notice to the Company (or, if applicable, JHFS),
voluntarily terminate employment for any reason (including early retirement
under the terms of any retirement plans maintained by the Company, JHFS or an
Affiliate, as in effect from time to time), provided


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that any termination by the Executive pursuant to Section 6(d) on account of
Good Reason (as defined therein) shall not be treated as a voluntary termination
under this Section 6(b).

      (c) Cause. The Company, JHFS or an Affiliate that employs the Executive
may terminate the Executive's employment for Cause. For purposes of this
Agreement, "Cause" means (i) the Executive's conviction or plea of nolo
contendere to a felony related to fraud or dishonesty; (ii) an act or acts of
dishonesty or gross misconduct on the Executive's part which result or are
intended to result in material damage to the Company's, JHFS's or an Affiliate's
business or reputation; or (iii) repeated material violations by the Executive
of his/her obligations under Section 4 of this Agreement, which violations are
demonstrably willful and deliberate on the Executive's part and which result in
material damage to the Company's, JHFS's or an Affiliate's business or
reputation. Cause shall not exist unless and until JHFS has delivered to
Executive a copy of a resolution duly adopted by three-quarters (3/4) of the
entire JHFS Board (excluding the Executive if the Executive is a JHFS Board
member) at a meeting of the JHFS Board called and held for such purpose (after
reasonable notice to the Executive and an opportunity for the Executive,
together with counsel, to be heard before the JHFS Board), finding that in the
good faith opinion of the JHFS Board an event set forth in subclauses (i), (ii),
or (iii) has occurred and specifying the particulars thereof in detail. The
Company, JHFS or an Affiliate must notify the Executive of any event that it
alleges constitutes Cause within ten (10) business days following the Company's,
JHFS's or an Affiliate's knowledge, as the case may be, of its existence, and
notify the Executive at least ten (10) business days prior to the board
proceedings described above, or such event shall not constitute Cause under this
Agreement.

      (d) Good Reason. Following the occurrence of a Change of Control, the
Executive may terminate his/her employment for Good Reason. For purposes of this
Agreement, "Good Reason" means the occurrence of any of the following, without
the express written consent of the Executive, after the occurrence of a Change
of Control:

            (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 in position, titles, authority or
      responsibilities, including and without limiting the generality of the
      foregoing, the elimination or substantial reduction of the Executive's
      duties with the Company, JHFS or any Affiliate resulting in a significant
      reduction in his position, titles, authority or responsibilities as in
      effect prior to the Change of Control;

            (ii) any failure by the Company or JHFS to comply with any of the
      provisions of Section 5 of this Agreement, other than an insubstantial or
      inadvertent failure remedied by the Company or JHFS promptly after receipt
      of notice thereof given by the Executive;


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            (iii) any requirement that the Executive (A) be based at any office
      or location more than 35 miles (or any such shorter distance as shall be
      set forth in the Company's (or if applicable, JHFS's) relocation policy as
      in effect on the Effective Date) from that location at which he/she
      performed his/her services specified under the provisions of Section 4
      immediately prior to the Change of Control, except for travel reasonably
      required in the performance of the Executive's responsibilities or (B)
      travel on business on behalf of the Company, JHFS or any Affiliate, as the
      case may be, to an extent substantially greater than the travel
      obligations of the Executive immediately prior to the Change in Control;

            (iv) any failure by the Company or JHFS to obtain the assumption and
      agreement to perform this Agreement by a successor as contemplated by
      Section 13(b).

In no event shall the mere occurrence of a Change of Control, absent any further
impact on the Executive, be deemed to constitute Good Reason.

      (e) Notice of Termination. Any termination by the Company, JHFS or an
Affiliate for Cause or by the Executive for Good Reason shall be communicated by
Notice of Termination to the other party hereto given in accordance with Section
14(e). For purposes of this Agreement, a "Notice of Termination" means a written
notice which (i) indicates the specific termination provision in this Agreement
relied upon, (ii) sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment under
the provision so indicated, and (iii) if the termination date is other than the
date of receipt of such notice, specifies the termination date of this Agreement
(which date shall be not more than 15 days after the giving of such notice). In
the case of a termination for Good Reason, the Notice of Termination shall be
given within 180 days of the Executive's having actual knowledge of the events
giving rise to such termination which actual knowledge shall in no event be
deemed to have occurred any earlier than the Effective Date. The failure by the
Executive to set forth in the Notice of Termination any fact or circumstance
which contributes to a showing of Good Reason shall not waive any right of the
Executive hereunder or preclude the Executive from asserting such fact or
circumstance in enforcing his/her rights hereunder.

      (f) Date of Termination. For the purpose of this Agreement, the term "Date
of Termination" means (i) in the case of a termination for which a Notice of
Termination is required, the date of receipt of such Notice of Termination or,
if later, the date specified therein, as the case may be, and (ii) in all other
cases, the actual date on which the Executive's employment terminates during the
Employment Period.

      7. Obligations of the Company upon Termination. (a) Death or Disability.
If the Executive's employment is terminated during the Employment Period by
reason of the Executive's death or Disability, this Agreement shall terminate
without further obligations to the Executive or the Executive's legal
representatives under this Agreement other than those obligations accrued
hereunder at the Date of Termination, and the Company shall pay to the Executive
(or his/her beneficiary or estate) (i) the Executive's full Base Salary through
the Date of Termination (the "Earned Salary"), (ii) any vested amounts or
benefits owing to the Executive under the otherwise applicable employee benefit
plans and


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programs of the Company, JHFS and the Affiliates, including any compensation
previously deferred by the Executive (together with any accrued earnings
thereon) and not yet paid by the Company, JHFS or an Affiliate and any accrued
vacation pay not yet paid by the Company, JHFS or an Affiliate (the "Accrued
Obligations"), and (iii) any other benefits payable due to the Executive's death
or Disability under the plans, policies or programs of the Company, JHFS and the
Affiliates (the "Additional Benefits").

      The Earned Salary shall be paid in cash in a single lump sum as soon as
practicable, but in no event more than 10 days (or at such earlier date required
by law), following the Date of Termination. Accrued Obligations and Additional
Benefits shall be paid in accordance with the terms of the applicable plan,
program or arrangement.

      (b) Cause and Voluntary Termination. If, during the Employment Period, the
Executive's employment shall be terminated for Cause or voluntarily terminated
by the Executive (other than on account of Good Reason following a Change of
Control), the Company shall pay the Executive (i) the Earned Salary in cash in a
single lump sum as soon as practicable, but in no event more than 10 days,
following the Date of Termination, and (ii) the Accrued Obligations in
accordance with the terms of the applicable plan, program or arrangement.

      (c) Termination by the Company other than for Cause. If, during the
Employment Period, the Company or JHFS, terminates the Executive's employment
other than for Cause, the Company shall provide the Executive with the following
benefits:

            (i) Severance and Other Termination Payments. The Company shall pay
      the Executive the following:

            (A)   the Executive's Earned Salary; and

            (B)   notwithstanding any plan provisions to the contrary, an amount
                  (the "Pro-Rated Annual Incentive") equal to the target annual
                  bonus applicable to the Executive for the fiscal year in which
                  the Date of Termination occurs, multiplied by a fraction, the
                  numerator of which is the number of completed months in such
                  fiscal year which have elapsed on or before (and including)
                  the Date of Termination and the denominator of which is 12;
                  and

            (C)   notwithstanding any plan provisions to the contrary, an
                  aggregate amount (the "Pro-Rated Long Term Incentives") equal
                  to the sum of the amounts awarded to the Executive in respect
                  of each performance cycle, whether or not vested, then in
                  progress (i.e., each performance cycle, which includes as part
                  of the performance period the fiscal year in which the Date of
                  Termination occurs), as accrued on the books of the Company as
                  of the end of the month preceding the Date of Termination; and

            (D)   the Accrued Obligations; and


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            (E)   a cash amount (the "Severance Amount") equal to three times
                  the sum of

                  (1)   the Executive's annual Base Salary; and

                  (2)   an amount equal to the target annual bonus applicable to
                        the Executive for the fiscal year in which the Change of
                        Control occurs;

                  (3)   an amount equal to the long term incentive award granted
                        to the Executive with respect to the performance period
                        commencing in the calendar year 2000. For purposes of
                        this Section 7(c)(i)(E)(3), if the Executive was a
                        member of the Policy Committee at the time of the grant
                        of such long term incentive award, such award shall be
                        measured by the equity rights awarded to the Executive
                        for such performance period under the terms of the
                        Long-Term Incentive Plan for Senior Executives;
                        otherwise, the grant of the long term incentive award
                        referred to above shall be measured by the aggregate
                        value of (a) the equity rights granted to such Executive
                        for such performance cycle under the terms of the
                        Long-Term Incentive Plan for Senior Executives and (b)
                        the stock options granted to such Executive in March,
                        2000 under the terms of the John Hancock Financial
                        Services, Inc. 1999 Long-Term Stock Incentive Plan.

      The Earned Salary, Pro-Rated Annual Incentive, Pro-Rated Long Term
      Incentives, Retention Bonus and Severance Amount shall be paid in cash in
      a single lump sum as soon as practicable, but in no event more than 10
      days (or at such earlier date required by law), following the Date of
      Termination. Accrued Obligations shall be paid in accordance with the
      terms of the applicable plan, program or arrangement.

            (ii) Continuation of Benefits. If, during the Employment Period, the
      Executive's employment is terminated other than for Cause, the Executive
      (and, to the extent applicable, his/her dependents) shall be entitled,
      after the Date of Termination until the earlier of (A) the third
      anniversary of the Date of Termination (the "End Date") and (B) the date
      the Executive becomes eligible for comparable benefits under a similar
      plan, policy or program of a subsequent employer, to continue
      participation in all of the individual and group health (including without
      limitation medical, dental and disability) and life employee benefits
      plans maintained by the Company, JHFS or an Affiliate and in which the
      Executive had been participating prior to the Date of Termination (the
      "Benefit Plans"). In addition, to the extent that, prior to the Date of
      Termination, the Company had been paying the premiums on any split-dollar
      life insurance policy with respect to the Executive, the Company shall, as
      to any such policy, continue the payment of such premiums until the later
      of the End Date or the date through which the Company otherwise would have
      paid premiums on such policy in the absence of a Change of Control. To the
      extent any such benefits cannot be provided under the terms of the


                                       11
<PAGE>

      applicable plan, policy or program, the Company shall provide a comparable
      benefit under another plan or from the Company's general assets. The
      Executive's participation in the Benefit Plans will be on the same terms
      and conditions (including, without limitation, any condition that the
      Executive make contributions toward the cost of such coverage on the same
      terms and conditions generally applicable to similarly situated employees)
      that would have applied had the Executive continued to be employed by the
      Company through the End Date.

            (iii) Enhanced Retirement Benefits. In determining the defined
      benefit retirement benefits made available to the Executive, the Executive
      shall be entitled to receive the additional benefits that would have been
      payable or available to the Executive under any employee benefit plan
      based on (x) the service (but not the age) the Executive would have
      attained or completed had the Executive continued in the Company's employ
      until the End Date and, (y) where compensation is a relevant factor,
      his/her pensionable compensation at the Date of Termination.
      Notwithstanding the foregoing, the Executive shall not receive any service
      credit for any period after the Executive has attained 65.

            (iv) Payment of Mandatorily Deferred Incentive Compensation
      Payments. To the extent not earlier paid in accordance with the terms and
      conditions of the governing plan documents, all amounts, if any, that had
      been determined to be payable to the Executive under any long term
      incentive compensation program, but the payment of which was mandatorily
      deferred under the terms and conditions of such governing documents, shall
      be paid (plus all earnings credited with respect thereto) in a single lump
      sum payment, as soon as practicable after the next succeeding valuation
      date under the applicable plans, but in no event later than the first
      March 15 following the Executive's Date of Termination.

            (v) Outplacement Services. The Executive shall be provided at the
      Company's expense with outplacement services customary for executives at
      his/her level (including, without limitation, office space and telephone
      support services) provided by a qualified and experienced third party
      provider selected by the Company.

      (d) Termination by the Executive for Good Reason. If, during the
Employment Period, the Executive terminates his/her employment for Good Reason,
the Company shall pay to the Executive the same amounts as would be payable to
the Executive under Section 7(c) if such termination were a termination by the
Company or JHFS without Cause.

      (e) Discharge of the Company's and JHFS's Obligations. Except as expressly
provided in the last sentence of this Section 7(e), the amounts payable to the
Executive pursuant to this Section 7 following termination of his/her employment
shall be in full and complete satisfaction of the Executive's rights under this
Agreement and any other claims he/she may have in respect of his/her employment
by the Company, JHFS or he Affiliates. Such amounts shall constitute liquidated
damages with respect to any and all such rights and claims and, upon the
Executive's receipt of such amounts, the Company, JHFS and each of their
Affiliates shall be released and discharged from any and all liability to the


                                       12
<PAGE>

Executive in connection with this Agreement or otherwise in connection with the
Executive's employment with the Company , JHFS and their Affiliates. Nothing in
this Section 7(e) shall be construed to release the Company or JHFS, as
applicable, from its commitment to indemnify the Executive and hold the
Executive harmless from and against any claim, loss or cause of action arising
from or out of the Executive's performance as an officer, director or employee
of the Company, JHFS or any of their Affiliates or in any other capacity,
including any fiduciary capacity, in which the Executive served at the request
of the Company or JHFS to the maximum extent permitted by applicable law and the
Governing Documents.

      (f) Certain Further Payments by the Company.

            (i) In the event that any amount or benefit paid or distributed to
      the Executive pursuant to this Agreement and/or any amounts or benefits
      otherwise paid or distributed (whether or not paid or distributed pursuant
      to a plan or program maintained by the Company or JHFS) to the Executive
      by the Company, JHFS or any Affiliate, including without limitation, the
      present value of any amounts or benefits that otherwise become payable to
      the Executive by the Company, JHFS or any Affiliate or otherwise become
      nonforfeitable because of the lapse or termination of any restrictions
      thereon as a result of a Change of Control (collectively, the "Covered
      Payments"), are or become subject to the tax (the "Excise Tax") imposed
      under Section 4999 of the Internal Revenue Code of 1986, as amended (the
      "Code"), or any similar tax that may hereafter be imposed, the Company
      shall pay to the Executive at the time specified in Section 7(f)(v) below
      an additional amount ("Tax Reimbursement Payment") such that the net
      amount retained by the Executive with respect to such Covered Payments,
      after deduction of any Excise Tax on the Covered Payments and any Federal,
      state and local income or employment tax and Excise Tax on the Tax
      Reimbursement Payment provided for by this Section 7(f), but before
      deduction for any Federal, state or local income or employment tax
      withholding on such Covered Payments, shall be equal to the amount of the
      Covered Payments.

            (ii) For purposes of determining whether any of the Covered Payments
      will be subject to the Excise Tax and the amount of such Excise Tax,

            (A)   such Covered Payments will be treated as "parachute payments"
                  within the meaning of Section 280G of the Code, and all
                  "parachute payments" in excess of the "base amount" (as
                  defined under Section 280G(b)(3) of the Code) shall be treated
                  as subject to the Excise Tax, unless, and except to the extent
                  that, in the good faith judgment of the Company's independent
                  certified public accountants appointed prior to the Change of
                  Control Date or tax counsel selected by such accountants (the
                  "Accountants"), the Company has a reasonable basis to conclude
                  that such Covered Payments (in whole or in part) either do not
                  constitute "parachute payments" or represent reasonable
                  compensation for personal services actually rendered (within
                  the meaning of Section 280G(b)(4)(B) of the Code)


                                       13
<PAGE>

                  in excess of the "base amount," or such "parachute payments"
                  are otherwise not subject to such Excise Tax, and

            (B)   the value of any non-cash benefits or any deferred payment or
                  benefit shall be determined by the Accountants in accordance
                  with the principles of Section 280G of the Code.

            (iii) For purposes of determining the amount of the Tax
      Reimbursement Payment, the Executive shall be deemed to pay:

            (A)   Federal income taxes at the highest applicable marginal rate
                  of Federal income taxation for the calendar year in which the
                  Tax Reimbursement Payment is to be made, and

            (B)   any applicable state and local income taxes at the highest
                  applicable marginal rate of taxation for the calendar year in
                  which the Tax Reimbursement Payment is to be made, net of the
                  maximum reduction in Federal income taxes which could be
                  obtained from the deduction of such state or local taxes if
                  paid in such year.

            (iv) In the event that the Excise Tax is subsequently determined by
      the Accountants or pursuant to any proceeding or negotiations with the
      Internal Revenue Service to be less than the amount taken into account
      hereunder in calculating the Tax Reimbursement Payment made, the Executive
      shall repay to the Company, at the time that the amount of such reduction
      in the Excise Tax is finally determined, the portion of such prior Tax
      Reimbursement Payment that would not have been paid if such Excise Tax had
      been applied in initially calculating such Tax Reimbursement Payment, plus
      interest on the amount of such repayment at the rate provided in Section
      1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any
      portion of the Tax Reimbursement Payment to be refunded to the Company has
      been paid to any Federal, state or local tax authority, repayment thereof
      shall not be required until actual refund or credit of such portion has
      been made to the Executive, and interest payable to the Company shall not
      exceed interest received or credited to the Executive by such tax
      authority for the period it held such portion. The Executive and the
      Company shall mutually agree upon the course of action to be pursued (and
      the method of allocating the expenses thereof) if the Executive's good
      faith claim for refund or credit is denied.

            In the event that the Excise Tax is later determined by the
      Accountants or pursuant to any proceeding or negotiations with the
      Internal Revenue Service to exceed the amount taken into account hereunder
      at the time the Tax Reimbursement Payment is made (including, but not
      limited to, by reason of any payment the existence or amount of which
      cannot be determined at the time of the Tax Reimbursement Payment), the
      Company shall make an additional Tax Reimbursement Payment in respect of
      such excess (plus any interest or penalty payable with respect to such
      excess) at the time that the amount of such excess is finally determined.


                                       14
<PAGE>

            (v) Any Tax Reimbursement Payment (or portion thereof) payable in
      accordance with Section 7(f)(i) above shall be paid to the Executive as of
      the date of the payment (or acceleration of vesting or lapse of
      restrictions as a result of a Change of Control, as the case may be) of
      the Covered Payments; provided, however, that if the amount of such Tax
      Reimbursement Payment (or portion thereof) cannot be finally determined on
      or before the date on which payment is due, the Company shall pay to the
      Executive by such date an amount estimated in good faith by the
      Accountants to be the minimum amount of such Tax Reimbursement Payment and
      shall pay the remainder of such Tax Reimbursement Payment (together with
      interest at the rate provided in Section 1274(b)(2)(B) of the Code) as
      soon as the amount thereof can be determined, but in no event later than
      45 calendar days after payment of the related Covered Payment. In the
      event that the amount of the estimated Tax Reimbursement Payment exceeds
      the amount subsequently determined to have been due, such excess shall
      constitute a loan by the Company to the Executive, payable on the fifth
      business day after written demand by the Company for payment (together
      with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

      8. Non-exclusivity of Rights. Except as expressly provided herein, nothing
in this Agreement shall prevent or limit the Executive's continuing or future
participation in any benefit, bonus, incentive or other plan or program provided
by the Company, JHFS or any of its Affiliates and for which the Executive may
qualify, nor shall anything herein limit or otherwise prejudice such rights as
the Executive may have under any other agreements with the Company, JHFS or any
of its Affiliates, including employment agreements or stock option agreements.
Amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan or program of the Company, JHFS or any of its
Affiliates at or subsequent to the Date of Termination shall be payable in
accordance with such plan or program.

      9. No Offset. The Company's or JHFS's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company, JHFS or any of their Affiliates may have against the Executive or
others whether by reason of the Executive's breach of this Agreement, subsequent
employment of the Executive, or otherwise.

      10. Legal Fees and Expenses. If the Executive asserts any claim in any
contest (whether initiated by the Executive or by the Company) as to the
validity, enforceability or interpretation of any provision of this Agreement,
the Company shall pay the Executive's legal expenses (or cause such expenses to
be paid) including, without limitation, his/her reasonable attorney's fees, on a
quarterly basis, upon presentation of proof of such expenses, provided that the
Executive shall reimburse the Company for such amounts, plus simple interest
thereon at the 90-day United States Treasury Bill rate as in effect from time to
time, compounded annually, if the arbitrator referred to in Section 14(b) or a
court of competent jurisdiction shall find that the Executive did not have a
good faith and reasonable basis to believe that he/she would prevail as to at
least one material issue presented to such arbitrator or court.


                                       15
<PAGE>

      11. Confidential Information; Company Property. By and in consideration of
the salary and benefits to be provided by the Company, JHFS or an Affiliate
hereunder, including the severance arrangements set forth herein, the Executive
agrees that:

      (a) Confidential Information. The Executive shall hold in a fiduciary
capacity for the benefit of the Company, JHFS and the Affiliates, all secret or
confidential information, knowledge or data relating to the Company, JHFS or the
Affiliates, and their respective businesses, (i) obtained by the Executive
during his/her employment by the Company, JHFS or the Affiliates and (ii) not
otherwise public knowledge (other than by reason of an unauthorized act by the
Executive). After termination of the Executive's employment, the Executive shall
not, without the prior written consent of the Company, unless compelled pursuant
to an order of a court or other body having jurisdiction over such matter,
communicate or divulge any such information, knowledge or data to anyone other
than the Company and those designated by it.

      (b) Nonsolicitation of Employees. The Executive agrees that for two years
after the Date of Termination, he/she will not attempt, directly or indirectly,
to induce any employee of the Company, JHFS or an Affiliate to be employed or
perform services elsewhere or otherwise to cease providing services to the
Company, JHFS or the Affiliates.

      (c) Return of Property. Except as expressly provided herein, promptly
following the Executive's termination of employment, the Executive shall return
to the Company, JHFS and the Affiliates all property of the Company, JHFS and
the Affiliates (as the case may be) and all copies thereof in the Executive's
possession or under his/her control.

      (d) Injunctive Relief and Other Remedies with Respect to Covenants. The
Executive acknowledges and agrees that the covenants and obligations of the
Executive with respect to confidentiality and the return of property relate to
special, unique and extraordinary matters and that a violation of any of the
terms of such covenants and obligations will cause the Company, JHFS and/or
their Affiliates irreparable injury for which adequate remedies are not
available at law. Therefore, the Executive agrees that the Company, JHFS and the
Affiliates shall be entitled to an injunction, restraining order or such other
equitable relief (without the requirement to post bond) restraining Executive
from committing any violation of the covenants and obligations contained in this
Section 11. These remedies are cumulative and are in addition to any other
rights and remedies the Company, JHFS and/or the Affiliates may have at law or
in equity. In no event shall an asserted violation of the provisions of this
Section 11 constitute a basis for deferring or withholding any amounts otherwise
payable to the Executive under this Agreement.

      12. Obligations of the Company and JHFS. The obligations of the Company
and JHFS are intended to be joint and several. If for any reason, either the
Company or JHFS does not, or is unable to, honor its obligations under this
Agreement, the other party shall satisfy all obligations not honored by the
other party.

      13. Successors. (a) This Agreement is personal to the Executive and,
without the prior written consent of the Company and JHFS, shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by
the Executive's legal representatives.


                                       16
<PAGE>

      (b) This Agreement shall inure to the benefit of and be binding upon JHFS,
the Company and each of its successors. The Company and JHFS, as applicable,
shall require any successor to all or substantially all of the business and/or
assets of the Company or JHFS, whether direct or indirect, by purchase, merger,
consolidation, acquisition of stock, or otherwise, by an agreement in form and
substance satisfactory to the Executive, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent as the Company
and JHFS would be required to perform if no such succession had taken place.

      14. Miscellaneous. (a) Applicable Law. This Agreement shall be governed by
and construed in accordance with the laws of the States of Delaware, applied
without reference to principles of conflict of laws.

      (b) Arbitration. Except to the extent provided in Section 11(d), any
dispute or controversy arising under or in connection with this Agreement shall
be resolved by binding arbitration. The arbitration shall be held in the city of
Boston, Massachusetts and, except to the extent inconsistent with this
Agreement, shall be conducted in accordance with the Expedited Employment
Arbitration Rules of the American Arbitration Association then in effect at the
time of the arbitration (or such other rules as the parties may agree to in
writing), and otherwise in accordance with principles which would be applied by
a court of law or equity. The arbitrator shall be acceptable to all of the
Company, JHFS and the Executive. If the parties cannot agree on an acceptable
arbitrator, the dispute shall be heard by a panel of three arbitrators, one
appointed by the Company and JHFS, one appointed by the Executive, and the third
appointed by the other two arbitrators.

      (c) Amendments. This Agreement may not be amended or modified otherwise
than by a written agreement executed by the parties hereto or their respective
successors and legal representatives.

      (d) Entire Agreement. Subject to Section 8 herein, this Agreement
constitutes the entire agreement between the parties hereto with respect to the
matters referred to herein. No other agreement relating to the terms of the
Executive's employment by the Company, JHFS or any Affiliate, oral or otherwise,
shall be binding among the parties unless it is in writing and signed by the
party against whom enforcement is sought. There are no promises,
representations, inducements or statements among the parties other than those
that are expressly contained herein. The Executive acknowledges that he/she is
entering into this Agreement of his/her own free will and accord, and with no
duress, that he/she has read this Agreement and that he/she understands it and
its legal consequences. (e) Notices. All notices and other communications
hereunder shall be in writing and shall be given by hand-delivery to the other
parties or by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:

      If to the Executive:   at the home address of the Executive noted on the
                             records of the Company


                                       17
<PAGE>

      If to the Company:     200 Clarendon Street
                             Boston, Massachusetts
                             Attn.: Secretary

      If to JHFS:            200 Clarendon Street
                             Boston, Massachusetts
                             Attn.: Secretary

or to such other address as any party shall have furnished to the others in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

      (f) Tax Withholding. The Company shall withhold from any amounts payable
under this Agreement such Federal, state or local taxes as shall be required to
be withheld pursuant to any applicable law or regulation.

      (g) Severability; Reformation. In the event that one or more of the
provisions of this Agreement shall become invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not be affected thereby. In the event that any
of the provisions of Section 11(a) are not enforceable in accordance with its
terms, the Executive and the Company and JHFS agree that such Section shall be
reformed to make such Section enforceable in a manner which provides the Company
and JHFS the maximum rights permitted at law.

      (h) Waiver. Waiver by any party hereto of any breach or default by any
party of any of the terms of this Agreement shall not operate as a waiver of any
other breach or default, whether similar to or different from the breach or
default waived. No waiver of any provision of this Agreement shall be implied
from any course of dealing among the parties hereto or from any failure by any
party hereto to assert its or his/her rights hereunder on any occasion or series
of occasions.

      (i) Survival. The provisions of Section 5(g), 7(c), 7(d), 7(f), 12 and 13
shall survive the termination of the Employment Period hereunder and shall be
binding upon and enforceable against the Company and JHFS in accordance with
their terms. The dispute resolutions provisions contained in Section 14(b) and
the legal fees provision contained in Section 10 shall also survive the end of
the Employment Period and shall be applied as though the dispute arose within
the Employment Period.

      (j) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.

      (k) Captions. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect.


                                       18
<PAGE>

      IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and the Company and JHFS have caused this Agreement 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 F. D'Alessandro
                                    Title: Chairman, President and
                                           Chief Executive Officer


                                JOHN HANCOCK FINANCIAL
                                SERVICES, INC.


                                By: ________________________________
                                    Name: David F. D'Alessandro
                                    Title: Chairman, President and
                                           Chief Executive Officer


                                EXECUTIVE:


                                ____________________________________


                                       19