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                                                                    Exhibit 10.1


                   INCENTIVE COMPENSATION PLAN FOR EMPLOYEES

                                       OF

                     JOHN HANCOCK FINANCIAL SERVICES, INC.

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


Section 1.  Appropriation
            -------------

At a December meeting of the Policy Committee in each year, the Policy Committee
may, for purposes of this Plan, appropriate a sum of money, not in excess of an
amount reflecting the extent to which the goals previously determined by the
Directors' Compensation Committee (the "Committee") shall have been attained for
such year, as an amount to be allocated as hereinafter provided among Eligible
Employees (as defined below) as compensation in addition to their salaries for
services rendered by them during such year.

Section 2.  Goals
            -----

The Directors' Compensation Committee, in consultation with the Chairman of the
Board and the President, shall establish goals for each year as early as is
practicable therein.  Immediately following the end of each year, the Chairman
and the President will report to the Committee on the Company's performance
during such year and the extent to which goals have been attained, and, on the
basis of its findings in such respect, the Committee shall adjust and finalize
the appropriation described in Section 1.  In establishing goals and finalizing
such appropriation, the Committee shall adopt such methods and apply such
standards as it shall deem relevant and suitable, taking into consideration both
the internal needs of the Company and the effect upon it of anticipated external
developments including the growth rates of its competitors.

Section 3.  Eligibility and Classes
            -----------------------

            a.  As used in this Plan, the term "Eligible Employee" for any year
shall mean any person who (i) on the last day of the final pay cycle of the
calendar year or (ii) on the last day of the calendar month preceding the date
within such year of such person's death or retirement was a salaried employee of
the Company or John Hancock Life Insurance Company in one of the classes
described in paragraph c. of this Section, and who, on whichever of such dates
was applicable, was not an eligible participant in either another incentive
compensation plan or arrangement approved by either the Directors' Compensation
Committee or the Senior Committee (other than the Long-Term Incentive
Compensation Plan for Senior Executives or the John Hancock Financial Services,
Inc. 1999 Long-Term Stock Incentive Plan), or an individual
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incentive compensation arrangement for employees primarily in sales roles,
approved by Sector Heads.

          b.  The Committee may in its discretion exclude any otherwise Eligible
Employee from receiving an allocation under this Plan for any year if, not later
than the date on which allocations for such year are finally approved, the
Committee has recommended or approved supplemental compensation in lieu thereof
for such individual for the year of exclusion.

          c.  For the purposes of the allocations to be made pursuant to Section
5, every Eligible Employee shall in each year be a member of whichever of the
following classes describes his or her status on the date in such year
applicable for determining his or her eligibility:

          Class 1.       Chairman of the Board

          Class 2.       President and CEO

          Class 3.       Chief Investment Officer
                         and Executive Vice President - Retail

          Class 4.       Chief Financial Officer

          Class 5.       Policy Committee Members not in
                         Classes 1, 2, 3 or 4

          Class 6.       All Senior Vice Presidents

          Class 7.       All Vice Presidents

          Class 8.       All Second Vice Presidents

          Class 9.       Employees in Grades E2 - E4 not in
                         Class 14

          Class 10.      Employees in Grade E not in Class 14

          Class 11.      Employees in Grade D not in Class 15

          Class 12.      Employees in Grades A - C not in Class 16

          Class 13.      All other employees except those who are:
                         (a) part time or temporary, (b) Marketing
                         Representatives, (c) Agency or Sales Managers,
                         (d) in the General Agency System, or (e) in
                         Class 17.
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Individuals who are either in Information Technology Services ("ITS") or
assigned to Investors Partner Life Insurance Company ("IPL") and who are also on
the Programming/Systems Salary Ranges ("P/S Salary Ranges") shall be members of
whichever of the following classes describes his or her status on the date in
such year applicable for determining his or her eligibility:

               Class 14.      Employees in Grade E who are in ITS or IPL
                              and on P/S Salary Ranges.

               Class 15.      Employees in Grade D who are in ITS or IPL
                              and on P/S Salary Ranges.

               Class 16.      Employees in Grade A - C who are in ITS or IPL and
                              on P/S Salary Ranges.

               Class 17.      Employees in Grade 13 - 16 who are in ITS or IPL
                              and on P/S Salary Ranges.



Section 4.    Target Awards
              -------------

The average or target award for each class shall be as follows:


               Class 1.       Chairman of the Board               100% of Salary

               Class 2.       President and CEO                   100% of Salary

               Class 3.       Chief Investment Officer and
                              Executive Vice President - Retail   70% of Salary

               Class 4.       Chief Financial Officer             60% of Salary

               Class 5.       Policy Committee Members            60% of Salary
                              not in Classes 1, 2, 3 or 4

               Class 6.       All Senior Vice Presidents          50% of Salary

               Class 7.       All Vice Presidents                 40% of Salary

               Class 8.       All Second Vice Presidents          35% of Salary

               Class 9.       Employees in Grades E2 - E4         25% of Salary
                              not in Class 14

               Class 10.      Employees in Grade E not in          20% of Salary
                              Class 14

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               Class 11.      Employees in Grade D not in        15% of Salary
                              Class 15

               Class 12.      Employees in Grades A - C          10% of Salary
                              not in Class 16

               Class 13.      All other employees except those   5% of Salary
                              who are: (a) part time or
                              temporary, (b) Marketing
                              Representatives, (c) Agency or
                              Sales Managers, (d) in the General
                              Agency System, or (e) in Class 17

               Class 14.      Employees in Grade E who are       25% of Salary
                              in ITS or IPL and on P/S Salary
                              Ranges

               Class 15.      Employees in Grade D who are       20% of Salary
                              in ITS or IPL and on P/S
                              Salary Ranges

               Class 16.      Employees in Grades A - C who are  15% of Salary
                              in ITS or IPL and on P/S Salary
                              Ranges

               Class 17.      Employees in Grades 13 - 16 who    10% of Salary
                              are in ITS or IPL and on P/S Salary
                              Ranges

Section 5.  Allocation
            ----------

Any amount appropriated pursuant to Section 1 shall, as soon as is practicable
after the end of the year, be allocated among such Eligible Employees and in
such amounts as shall have been determined:

     a.   in the case of members of Classes 1 through 5, by the Committee; with
          ratification by the Board of Directors;

     b.   in the case of members of Class 6, by the Committee;

     c.   in the case of members of Classes 7 and 8, by the Senior Committee of
          the Company; and

     d.   in the case of members of all other Classes, by the officers having
          personnel authority over such employees,

acting in each case in accordance with the principles of the Plan as approved by
the Committee, and in consultation with the Chairman of the Board and the
President.  Subject to the provisions of Section 6, each amount so allocated
shall be paid to the
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employee in cash no later than March 15, or the next business day if March 15
falls on a Saturday, Sunday or holiday.

Awards may be given to all Eligible Employees.  Awards allocated to individual
employees may vary from the target award, and any employee may be denied an
award for poor performance or other reasons.

Section 6.  Election to Purchase Common Stock of the Company
            ------------------------------------------------

            a.  Effective as of January 1, 2000, or February 5, 2001, Eligible
Employees in Classes 6 through 8, or in Classes 1 through 5, respectively, who
are actively employed on the date of payment, may elect to utilize up to 50% (in
increments of 25% or 50%) of any Award under this Plan to purchase shares of the
common stock of the Company ("JHFS Stock"); provided, however, that a Chairman
of the Board who retired prior to January 1, 2002, shall be eligible for this
election for payments made in 2002.  If this election is made, PaineWebber, Inc.
(or any successor agent hereafter appointed) acting as an independent agent,
will purchase JHFS Stock in the open market on behalf of the electing Eligible
Employee.

            b.  However, to the extent that such Eligible Employees elect to
defer the payment of benefits in accordance with the Deferred Compensation Plan
for Executives of John Hancock Financial Services, Inc. (the "Deferred
Compensation Plan"), then the 25% or 50% election referred to above shall relate
to an investment of such deferred payments in deferred stock units. 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 under the Deferred Compensation Plan by the Company that provide a
return on the deferred amount equal to the return that would occur if the
deferred amount were actually used to purchase 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 Eligible Employee 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.

            c.  An Eligible Employee in Classes 1 through 8 who elects to
purchase JHFS Stock (or deferred stock units) pursuant to paragraph a of this
Section 6 shall be provided with a matching amount of JHFS Stock (or deferred
stock units) equal to 25% (50% in the years 2000 and 2001 for Eligible Employees
in Classes 6 through 8, and 50% in the years 2001 and 2002 for Eligible
Employees in Classes 1 through 5) of the amount of JHFS Stock (or deferred stock
units) purchased under paragraph a. The additional JHFS Stock provided under
this paragraph ("Restricted JHFS Stock") shall be provided under the terms of
the John Hancock Financial Services, Inc. 1999 Long-Term Stock Incentive Plan.
The additional deferred stock units ("Restricted deferred stock units") shall be
held under the Deferred Compensation Plan in an unfunded account on
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behalf of the Eligible Employees. Both the Restricted JHFS Stock and the
Restricted deferred stock units shall be subject to forfeiture by the Eligible
Employee if (i) his employment with the Company or an affiliate terminates
within three years of the receipt of the Restricted JHFS Stock (or the
establishment of the Restricted deferred stock units), except if such
termination results from retirement with the Company's consent, death or
disability, or (ii) if the Eligible Employee sells any of the JHFS Stock
purchased under paragraph a of this section within three years of the purchase
of that stock. These restrictions will cease to apply and any Restricted JHFS
Stock and Restricted deferred stock units subject to such restrictions will
become nonforfeitable if there is a Change in Control of the Company, as defined
in the John Hancock Financial Services, Inc. Pension Plan.

            d.  For Eligible Employees in Classes 1 through 5 who purchased JHFS
Stock in the preceding calendar year with their own funds or through a loan
program provided by the Company, the following special rules shall apply.  Such
Eligible Employee may apply the stock purchased in the preceding calendar year
against the amount of JHFS Stock (or deferred stock units) required to be
purchased under Paragraph a of this Section 6 in order to receive Restricted
JHFS Stock or Restricted deferred stock units under Paragraph c of this Section
6.  For this purpose, the value of the JHFS Stock purchased by the Eligible
Employee shall be equal to the cost basis of such JHFS Stock.  If so used, any
such purchased JHFS Stock so applied under this paragraph shall be subject to
the same restrictions that apply to JHFS Stock purchased under Paragraph a for
which a matching amount of Restricted JHFS Stock is awarded and shall not also
be applied for purposes of the similar provisions of the Company's Long-Term
Incentive Compensation Plan.  The total amount of Restricted JHFS Stock or
Restricted deferred stock units provided under Paragraph c shall not be more
than would have been provided without the application of this Paragraph d.

Section 7.  Benefits
            --------

            a.  The amounts paid under this Plan shall be excluded from the base
for computing benefits under, or contributions to, benefit plans maintained by
the Company for its employees, with the exception of the following: John Hancock
Financial Services, Inc. Employee Welfare Plan (only Group Life Insurance, Group
Accidental Death and Dismemberment Insurance and Group Survivor Income
Insurance), the John Hancock Financial Services, Inc. Pension Plan, and any
Company non-qualified pension plan covering Eligible Employees.

            b.  Benefits attributable to amounts paid under this Plan shall be
as described in each of the plans providing for such benefits as they may be
determined from time to time.

Section 8.  Operation, Amendment, Termination
            ---------------------------------
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          a.  The Chairman of the Board and the President acting in concert
shall carry out the provisions of this Plan, and are authorized to designate
appropriate officers of the Company to act in its behalf for all purposes
hereof.

          b.  The Board of Directors or the Committee may at any time terminate
this Plan and from time to time amend it, or, for any year prior to the
appropriation being voted pursuant to Section 1, vary its provisions as they
apply to any Class; provided that the establishment, determination or variation
of annual goals in accordance with Section 2 or the principles referred to in
Section 5 shall not be considered an amendment or variation of the Plan.
Notwithstanding the foregoing, the termination of the Plan, any amendments
thereto, or any variance in its provisions, goals or principles shall in no way
change the amount of the allocation to any Eligible Employee approved prior to
the date of such termination, amendment or variance.

          c.  The Senior Committee may amend the Plan as to matters which are
not reserved to the Board or the Committee and which do not affect the target
awards or compensation for Classes 1 through 8, inclusive.