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                                                                    Exhibit 10.3


                          DEFERRED COMPENSATION PLAN
                             FOR EXECUTIVES OF THE
                     JOHN HANCOCK FINANCIAL SERVICES, INC.

               (As Amended and Restated as of February 5, 2001)


                                   ARTICLE I
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                           DEFERRAL OF COMPENSATION
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1.1  PURPOSE AND ELIGIBILITY. This Deferred Compensation Plan for Executives of
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the John Hancock Financial Services, Inc. ("the Plan") is adopted in order to
allow each eligible employee of John Hancock Financial Services, Inc. ("the
Company") and John Hancock Life Insurance Company (the "Life Company") to defer
the receipt of part of his or her Compensation to some future date. Each
employee who is a Senior Officer of the Company or the Life Company, or who is
in Job Grade E-2, E-3 or E-4, is eligible to participate in the Plan. An
eligible employee may participate in the Plan by executing an Irrevocable
Election as set forth below. "Participant" shall refer to any eligible employee
who executes such an Irrevocable Election.

1.2  IRREVOCABLE ELECTION.
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     A.  Except as provided in Section 1.2(B), prior to the first day of each
     calendar year in which Compensation is expected to be earned or awarded,
     each Participant shall make an Irrevocable Election on a form provided by
     the Company (and substantially in the form of Exhibit 1A hereto) to receive
     such Compensation in cash or to defer payment until:

     1.  a specific date not less than five years from the date of election, or

     2.  the calendar year next following the calendar year in which one of the
         following events occurs:

         a. termination of all services as an employee of the Company and any of
            its subsidiaries or affiliates for any reason including retirement,

         b. attainment of age 65 or earlier retirement.

     B.  Any employee becoming eligible during a calendar year shall make the
     Irrevocable Election described in 1.2(A) within 30 days of the date of
     eligibility, on a form provided by the Company (and substantially in the
     form of Exhibit 1B hereto) and such Irrevocable Election shall be effective
     only as to base salary earned after the effective date of the election
     during the remainder of the year.
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     Such an employee shall make an Irrevocable Election for the ensuing
     calendar year and each calendar year thereafter as set forth in Section
     1.2(A).

     C.  Amounts deferred under the Plan and interest thereon, as described in
     Article III, shall be credited to a Deferral Account established on behalf
     of each Participant. Each Deferral Account shall be a mere bookkeeping
     account subject to the provisions of Section 5.3.

     D.  Failure to file an Irrevocable Election shall be deemed to be an
     election to receive all Compensation in cash.

1.3  COMPENSATION. Compensation shall consist of  base salary and any annual
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bonus payable under the Incentive Compensation Plan for Employees of John
Hancock Financial Services, Inc. ("ICP") or the Company's Incentive Compensation
for Investment Professionals Plan ("ICIP").

1.4  AMOUNT OF DEFERRAL. Except as provided in Section 1.2(B), each Participant
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may elect to defer either a whole percentage, not in excess of 30%, of base
salary or a whole percentage, not in excess of 30%, of annual bonus or both.


                                  ARTICLE II
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                     DISTRIBUTION OF DEFERRED COMPENSATION
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2.1  DISTRIBUTION OF DEFERRED COMPENSATION. A Participant shall irrevocably
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elect during the year preceding the year of distribution, on a form provided by
the Company (and substantially in the form of Exhibit 1C hereto), one of the
following methods of distribution:

     (1) lump sum, or

     (2) annual installments for a period specified by the Participant,
         commencing on a date selected by the Participant, provided such
         installments begin within five (5) years from January 1 of the year of
         distribution and terminate no later than twenty (20) years from January
         1 of the year of distribution.

     In the event a Participant fails to make this election, payment shall be
made in the form of a lump sum.

2.2  BENEFICIARIES; PAYMENT ON DEATH. A Participant may designate on a form
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provided by the Company (and substantially in the form of Exhibit 1D hereto) a
beneficiary or beneficiaries to receive upon the Participant's death any unpaid
amounts credited to the Participant's Deferral Account. At any time, and from
time to time, a Participant may change or revoke his or her beneficiary
designation without the consent
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of any beneficiary. Any such designation, change or revocation must be made by
executing a new beneficiary designation form and filing such form with the
Company. If the Participant designates more than one beneficiary, any payments
to beneficiaries will be made in equal percentages unless the Participant
designates otherwise. Upon the Participant's death, any portion of the
Participant's Deferral Account that is not payable to a designated beneficiary
will be paid to the Participant's estate in the form of a lump sum.

2.3  PERMANENT DISABILITY. If a Participant becomes permanently disabled before
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payment of all or any part of amounts credited to his or her Deferral Account,
the balance in such Deferral Account shall be paid in a lump sum as soon as
practicable after the occurrence of such disability, unless, in the sole
discretion of the Compensation Committee of the Company, the disabled individual
is allowed to make a new election regarding distribution under Section 2.1. The
determination of permanent disability for this purpose shall be made by a
medical doctor selected by the Policy Committee of the Company.

2.4  ACCELERATION OF PAYMENT. In the best interest of the financial integrity
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and administration of the Plan, the Compensation Committee of the Company may at
any time accelerate the election made by a Participant as to a distribution
under the Plan with the result that a term of years may be shortened, or a lump
sum may be substituted for a term of years.


                                  ARTICLE III
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              INTEREST ON DEFERRAL ACCOUNT; DEFERRED STOCK UNITS
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3.1  INTEREST ON DEFERRED COMPENSATION. Interest on deferred base salary shall
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be credited in accordance with this paragraph:

     A.  At the end of each calendar quarter prior to the year distribution
commences, a Participant's Deferral Account shall be increased by an amount of
interest, determined for the quarter on the basis of the rate of interest for
ten-year Treasury Constant Maturities as of the third Friday of the last month
of the quarter and credited on the average amount in the Participant's Deferral
Account during that quarter excluding any amount of deferred annual bonus
attributable to the prior calendar year's performance.

     B. At the end of each calendar quarter prior to the year distribution
commences, a Participant's Deferral Account shall be increased by an additional
amount of interest, determined for the quarter on the basis of the rate of
interest for ten-year Treasury Constant Maturities as of the third Friday of the
last month of the quarter and credited on any amount of deferred annual bonus
attributable to the prior calendar
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year's performance for the number of months such amount was in the Participant's
Deferral Account during that quarter.

3.2  INTEREST ON ANNUAL INSTALLMENT PAYMENTS. Annual installment payments made
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pursuant to Section 2.1 shall be made in January of each year, and the Deferral
Account of any Participant receiving such installment payments shall be reduced
by the amount of any such payments made. At the end of each calendar quarter
following the commencement of annual installment payments, a Participant's
Deferral Account shall be increased by an amount of interest, determined for the
quarter on the basis of the rate of interest for ten-year Treasury Constant
Maturities as of the third Friday of the last month of the quarter and credited
on the average amount in the Participant's Deferral Account during that quarter.

3.3  ADDITIONS TO BALANCE OWING. The amount of interest added to the Deferral
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Account in accordance with Sections 3.1 and 3.2 above shall become part of the
balance owing to a Participant.

3.4  INTEREST ON LUMP SUM.  In the case of a lump sum payment of Deferred
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Compensation pursuant to Section 2.1:

     A.  Payments made prior to January 31 of a calendar year shall not receive
         interest.

     B.  Payments made after January 31 will be increased by an amount equal to
         the product of (1) times (2), where:

     (1) is the average rate of interest for ten-year Treasury Constant
         Maturities for that portion of the year preceding the distribution; and

     (2) is one-half the sum of (a) plus (b), where (a) is the balance in the
         Deferral Account on January 1 of such year and (b) is the balance in
         the Deferral Account on the last day of the month preceding the
         distribution.

3.5  INTEREST IN THE EVENT OF HARDSHIP DISTRIBUTION. Notwithstanding the
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foregoing sections of this Article, interest payable on the Deferral Account of
any Participant who has received a hardship distribution pursuant to Article IV
below shall be reduced to reflect the timing and amount of such distribution.

3.6  ADMINISTRATIVE PROCEDURES. The determination of the interest rate to be
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credited and the calculation of interest due under this Article shall be subject
to the sole discretion and authority of the Company. The Company shall be
entitled to establish rules and procedures to facilitate the calculations
described herein.

3.7  DEFERRED STOCK UNITS. In lieu of receiving interest on deferred
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Compensation payable under ICP or ICIP, a Participant may elect to invest his
deferred Compensation in the form of deferred stock units of the Company in
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accordance with the terms of ICP or ICIP. Deferred stock units are not actual
shares of stock and cannot be settled in or surrendered for shares of stock.
Instead, they are distinct investments administered by the Company under this
Plan that provide a return on the deferred amount equal to the return that would
occur if the deferred amount were actually used to purchase shares of the
Company's common stock ("JHFS Stock"), including the immediate reinvestment of
cash dividends when paid into shares of JHFS Stock. Holders of deferred stock
units have no voting rights or any attributes of stock ownership other than such
equivalent economic return. The number of deferred stock units received by each
Participant electing under this paragraph upon each deferral shall be equal to
the amount of each deferral divided by the per share Fair Market Value (as then
defined in the Company's 1999 Long-Term Stock Incentive Plan) of JHFS Stock on
the effective date of the deferral.



                                  ARTICLE IV
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                       HARDSHIP DISTRIBUTION PROVISIONS
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4.1  HARDSHIP DISTRIBUTION.  A hardship distribution may be paid from a Deferral
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Account upon a finding by the Savings Plans Administrative Committee of the
Company that a Participant has incurred a Financial Hardship, as defined below.
An amount reasonably necessary to meet the Financial Hardship, up to 100% of a
Deferral Account, may be paid.  The hardship distribution shall be made in a
lump sum payment.  Applications for hardship distributions shall be made in
writing.  The Savings Plans Administrative Committee shall issue a written
determination with respect to such application.  Written proof of a Financial
Hardship may be requested.  The Savings Plans Administrative Committee will also
determine the date of payment for a hardship distribution.  A Participant's
Deferral Account shall be reduced by the amount of any hardship distribution.

     For purposes of this section, a Financial Hardship is any unforeseen,
unanticipated emergency caused by an event beyond the control of the Participant
which would result in severe financial hardship to the Participant if early
withdrawal were not permitted.


                                   ARTICLE V
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                                    GENERAL
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5.1  PLAN AMENDMENT.  The Plan may be amended by the Company's Compensation
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Committee or Board of Directors at any time.
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5.2  PLAN TERMINATION.  The Company's Compensation Committee or Board of
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Directors may terminate the Plan at any time.  Upon termination of the Plan, a
Participant's Deferral Account shall be distributed in accordance with Article
II, subject to the Compensation Committee's right to accelerate payment as
provided in Section 2.4

5.3  NO RIGHT TO CORPORATE ASSETS.  The Plan is intended to be a non-qualified,
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unfunded, deferred compensation plan.  The Company will not be required to
reserve, segregate, or deposit any funds or assets of any kind to meet the
obligations hereunder.  Nothing in this Plan will give a Participant, a
Participant's beneficiary or any other person any equity or other interest in
the assets of the Company, or create a trust of any kind or a fiduciary
relationship of any kind between the Company and any such person.  Any rights
that a Participant, beneficiary or other person may have under this Plan shall
not be assignable by any such person.  Nothing contained herein shall prevent
the Company, in its sole discretion, from establishing a trust, including a so-
called rabbi trust, for the purpose of providing for the payment of obligations
arising under the Plan.  The assets of such trust shall remain subject to the
claims of the Company's creditors, and no Participant shall have any interest in
the assets of such trust.  The Company shall have no further obligation with
respect to amounts paid from any such trust.

5.4  LIMITATION ON RIGHTS CREATED BY PLAN.  Nothing in this Plan will give a
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Participant any right to continue as an employee of the Company.

5.5  INTERPRETATION.  This Plan will be construed, enforced and administered
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according to the laws of the Commonwealth of Massachusetts.

5.6  ADMINISTRATION.  The Company may adopt any rules and procedures it deems
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appropriate to provide for the orderly and efficient administration of the Plan.

5.7  CHANGE OF CONTROL.  For two years after a Change of Control, the Plan may
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not be terminated nor may the Plan be amended if such amendment would serve to
reduce the amount of any benefit provided under this Plan below the amount that
would have been payable on the date immediately preceding the date the Change of
Control occurred or in any way adversely affect the rate of amount of benefit
vesting or benefit accrual in effect on the date immediately preceding the date
the Change of Control occurred.

A "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")) of securities of the Company representing 30% or more of the
         combined Voting Power (as defined below) of the Company's securities;
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          (ii) as a result of a solicitation subject to Rule 14a-11 under the
          Exchange Act (or any successor rule thereto), the persons who were
          directors of the Company immediately before such solicitation shall
          cease to constitute at least a majority of the Board or the Board of
          Directors of any successor to the Company; or

          (iii)  the stockholders of the Company approve a merger,
          consolidation, share exchange, division, sale or other disposition of
          substantially all of the assets of the Company (a "Corporate Event"),
          as a result of which the shareholders of the Company immediately prior
          to such Corporate Event (the "Company Shareholders") shall not hold,
          directly or indirectly, immediately following such Corporate Event a
          majority of the Voting Power of (x) in the case of a merger or
          consolidation, the surviving or resulting corporation, (y) in the case
          of a share exchange, the acquiring corporation or (z) in the case of a
          division or a sale or other disposition of substantially all of the
          Company's assets, each surviving, resulting or acquiring corporation.

          A specified percentage of "Voting Power" of a company 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 and "Voting Securities" shall mean all
          securities of a company entitling the holders thereof to vote in an
          annual election of directors.