Exhibit 10.4
                                 AMENDMENT NO. 1
                                       TO
                              AMENDED AND RESTATED
                        EMPLOYMENT CONTINUATION AGREEMENT

      This Amendment No. 1 (this "Amendment") to the Amended and Restated
Employment Continuation Agreement dated January 1, 2003 (the "Restated
Agreement") by and among John Hancock Life Insurance Company, a Massachusetts
corporation (the "Company"), John Hancock Financial Services, Inc., a Delaware
corporation ("JHFS"), Wayne A. Budd (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 Restated 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 Restated 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 Restated Agreement; and

      WHEREAS, in connection with the Merger, the Company, JHFS and the
Executive desire to amend the Restated 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 Restated
      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 Restated Agreement.
<PAGE>

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

                  "(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, Executive Vice President and General
                  Counsel of the Surviving Corporation and Executive Vice
                  President and General Counsel 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 hold, exercise and be assigned
                  the same responsibilities, duties and authority as
<PAGE>

                  those held and exercised by, and assigned to, the Executive in
                  his positions with JHFS and the Company immediately prior to
                  the Effective Date, provided that (1) such responsibilities,
                  duties and authority shall include all of those customarily
                  held or exercised by, or assigned to, an Executive Vice
                  President and General Counsel that relate to all areas of
                  responsibility, duties and authority held or exercised by, or
                  assigned to, the Chairman and Chief Executive Officer, to whom
                  the Executive shall report as provided below, and (2) the
                  Executive shall not hold, exercise or be assigned those
                  responsibilities, duties and authority (x) directly relating
                  to Investment (which does not include John Hancock Funds,
                  Annuities or other Wealth Management, but does include
                  Guaranteed and Stable Funding Products), Asia operations,
                  Japan operations, Reinsurance and Corporate Functions, except
                  that the Executive shall have such responsibility, duties and
                  authority necessary to comply with applicable state and
                  federal laws (including with respect to periodic reporting and
                  other compliance under the U.S. federal securities laws by the
                  Company), and (y) that existed prior to the Effective Date
                  solely by virtue of JHFS being a public company having equity
                  securities registered under Section 12 of the Securities
                  Exchange Act of 1934; and

                        (iv) in his capacity as Executive Vice President and
                  General Counsel 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 Executive Vice President and
                  General Counsel 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) subject to clauses (iii)(1) and (2) above, 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."
<PAGE>

4.    Section 6(d) of the Restated 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 Restated Agreement is further 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 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 6(d) of the Restated Agreement is further amended by deleting the
      last paragraph thereof and substituting therefor the following:

            "Notwithstanding anything herein to the contrary, termination of
            employment by the Executive for any reason at any time during the
            one hundred and eighty (180) day period commencing on the first
            anniversary date of the Effective Time of the Merger (as such terms
            are defined in the Merger Agreement) shall be deemed to constitute
            Good Reason."

7.    By executing this Amendment, Manulife hereby expressly assumes and agrees
      to perform the Restated 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 Restated 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 Restated Agreement and
      (2) the amounts that would be payable to the Executive if the Executive
<PAGE>

      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 Restated 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 Restated
      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 Restated 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 Restated
      Agreement, which are incorporated by reference herein, provided that any
      notice or other communication under the Restated Agreement or this
      Amendment to be delivered to Manulife shall be provided to the following
      address in accordance with Section 14(e) of the Restated 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:


                             ____________________________________
                             Wayne A. Budd


                             MANULIFE FINANCIAL CORPORATION


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


Signature Page to Amendment to Employment Continuation Agreement