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                                                                    Exhibit 10.2

                           LONG-TERM INCENTIVE PLAN

                                      FOR

                               SENIOR EXECUTIVES

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


Section 1.  PURPOSE.  To provide a long-term incentive opportunity for certain
            -------
members of senior management based on the Company's success over a period of
years.

Section 2.  ELIGIBILITY AND PARTICIPATION.  The term "Eligible Employee" shall
            -----------------------------
mean a member of the Policy Committee, a Senior Vice President, or, (for years
prior to January 1, 2000) a Vice President, and other Senior Officers of the
Company or John Hancock Life Insurance Company, or officers of a subsidiary
selected by and on such terms as the Chairman of the Board and the President,
with the approval of the Directors' Compensation Committee, may determine.

            An Eligible Employee participating in any Performance Cycle shall be
a Participant for purposes of that Cycle.

Section 3.  PERFORMANCE CYCLES.  There will be overlapping three-year
            ------------------
Performance Cycles.  A new Performance Cycle will commence each January 1.  Each
calendar year will be a factor in three Performance Cycles.  The last
Performance Cycle under this Plan shall commence on January 1, 2000.

Section 4.  GOALS FOR PERFORMANCE CYCLES.  The Directors' Compensation Committee
            ----------------------------
(the "Committee"), in consultation with the Chairman of the Board and the
President, shall establish a goal for each Performance Cycle as early in the
first year of such cycle as is practicable.  As soon as practicable following
the end of each Performance Cycle, the Chairman of the Board and the President
will report to the Committee on the Company's performance during such cycle and
the extent to which the goal has been attained, and, on the basis of its
findings in such respect, the Committee shall determine the amount of the
liability and the appropriation described in Section 9.  In establishing goals
and determining such liability, the Committee shall, from time to time, 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 performance of its
competitors.  Such methods and standards shall be included in the principles of
the Plan which the Committee shall approve.
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Section 5.  EQUITY RIGHTS.
            -------------

            A.   At the commencement of each Performance Cycle, Participants
            will be awarded Equity Rights. The number of Equity Rights awarded
            to each Participant shall be determined by dividing his or her
            Target Award by 100.

            B.   Employees who first become eligible to participate during a
            Performance Cycle may be granted Equity Rights which are prorated
            according to the number of months left in the Performance Cycle.
            Participants who are promoted during a Performance Cycle may be
            granted additional Equity Rights which are prorated according to the
            number of months left in the Performance Cycle.

            C.   In the event that the goal described in Section 4 is exactly
            met at the end of any Performance Cycle, each Equity Right will be
            worth $100.00. The maximum value of an Equity Right at the end of
            any Performance Cycle shall be $300.00. If the Value of the Equity
            Right is zero at the end of any Performance Cycle, all Equity Rights
            will be eliminated for that Performance Cycle.

            D.   At the end of a Performance Cycle, the value of an Equity
            Right between zero and $300.00 will be determined on a leveraged
            basis in accordance with the principles of the Plan.

            E.   Except as otherwise determined by the Committee, effective as
            of the calendar year beginning January 1, 2001, no additional Equity
            Rights shall be awarded under the Plan. For Equity Rights awarded
            prior to January 1, 2000 for which a Performance Cycle is not yet
            completed as of that date, and for the Equity Rights awarded for the
            calendar year 2000, the value of the Equity Rights as of January 1,
            2000 shall be adjusted for the remainder of the Performance Cycle
            based on the goals established by the Committee for the years
            beginning on or after January 1, 2000, such goals to be based on
            measurements related to the Company's return on equity and the
            earnings per share of the Company's common stock, as determined by
            the Committee.

Section 6.  TARGET AWARD.
            ------------

            A.   The Target Award for each Participant for a Performance Cycle
            shall be the Participant's salary as of the first pay period in the
            first year of each Performance Cycle multiplied by that percentage
            determined by the Committee.
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            B.   The Target Award which shall be determined for each
            Participant may be zero or more, but in general shall be based on
            the following guideline percentage of a Participant's salary:

                 Chairman of the Board                      100%

                 President and CEO                          100%

                 Other Policy Committee Members              70%

                 Senior Vice President                  50 - 70%

                 Vice President                         20 - 45%

                 Other Eligible Employees        (as recommended by the
                                                Chairman of the Board or
                                                       President).

            C.   Notwithstanding the above or other provisions of the Plan
            (other than the second paragraph of Section 7.B), the Board of
            Directors, for members of the Policy Committee, and the Committee,
            for all other eligible Participants, may, in its discretion,
            establish Special Target Awards, on a case by case basis, for
            specified individuals for a particular Performance Cycle. The Equity
            Rights associated with these Special Target Awards shall vest at the
            end of the third Vesting Date described in Section 7.A and shall be
            surrendered and become payable, subject to the elections under
            Sections 7.C and 8., no later than the next March 15, or the next
            business day if March 15 falls on a Saturday, Sunday or holiday. For
            Special Target Awards awarded to individuals who were within 5 years
            of their normal retirement date on June 8, 1998, a Performance Cycle
            in progress at the time of the individual's normal retirement date
            under the Company's pension plan shall continue to its normal
            completion and payments of the Equity Rights associated with these
            Special Target Awards shall be surrendered and become payable,
            subject to the elections under Sections 7.C and 8., no later than
            the next March 15 following the end of the Performance Cycle or the
            Participant's date of retirement. The Special Target Awards and
            rules established under this subparagraph shall be in lieu of a
            Participant's general Target Awards under the Plan.

Section 7.  VESTING, SURRENDER AND DEFERRAL OF EQUITY RIGHTS.
            ------------------------------------------------

            A.   Vesting.  The Vesting Date for each year shall be January 1.
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            Except as otherwise provided herein, Equity Rights for each
            Performance Cycle shall vest in three installments commencing upon
            the completion of the Performance Cycle. One-third shall vest on the
            Vesting Date next following the end of the Performance Cycle, and
            one-third shall vest on each of the two succeeding Vesting Dates.
            Notwithstanding the above
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            sentences, if a Participant attains his normal retirement date under
            the John Hancock Financial Services, Inc. Pension Plan, his Equity
            Rights shall vest on his actual retirement date; provided, however,
            that a Chairman of the Board who retired prior to January 1, 2002,
            shall continue to participate in the remaining Performance Cycles
            under the Plan.

            Effective as of January 1, 2000, the value of all unvested Equity
            Rights shall be adjusted for the remainder of the vesting period
            based on the goals established by the Committee, such goals to be
            based on measurements related to the Company's return on equity, as
            determined by the Committee.

            B.   SURRENDER.  Equity Rights not subject to an election under
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            either paragraphs C of this Section or Section 8 shall be deemed
            surrendered on the Vesting Date, and payment therefore shall be made
            in cash no later than the next March 15, or the next business day if
            March 15 falls on a Saturday, Sunday or holiday.

            Notwithstanding anything provided for in paragraph A of this
            Section, or Section 6.C (relating to Special Target Awards),
            effective as of January 1, 2001, Equity Rights for each completed
            Performance Cycle shall vest in full on the Vesting Date next
            following the completion of the Performance Cycle, such Equity
            Rights not subject to an election under either paragraph C of this
            Section or Section 8 shall be deemed surrendered on the Vesting
            Date, and payment therefore shall be made in cash no later than the
            next March 15, or the next business day if March 15 falls on a
            Saturday, Sunday or holiday. For Performance Cycles that ended prior
            to December 31, 2000, any remaining Equity Rights under those
            Performance Cycles not previously surrendered or deferred and not
            subject to an election under either paragraph C of this Section or
            Section 8 shall be deemed vested and surrendered on January 1, 2001,
            and payment therefore shall be made in cash no later than March 15,
            2001.

            C.   DEFERRAL.  A Participant may irrevocably elect to defer the
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            surrender of Equity Rights in order to keep such rights in the Plan
            until (1) a specific Vesting Date not less than five years from the
            date of election or (2) the Vesting Date next following the
            Participant's retirement. Notwithstanding an election to defer the
            surrender of Equity Rights to a specific Vesting Date, the deferral
            period shall end as of the Vesting Date next following the
            Participant's actual retirement if earlier than the specified
            Vesting Date. An election to defer must be made, on a form and in a
            manner approved by the Company, on or before the last day of the
            calendar year preceding the year in which Equity Rights become
            vested. Except as otherwise provided herein, Equity Rights shall be
            deemed surrendered on the Vesting Date which ends the deferral
            period, and payment therefor shall be made in cash as soon
            thereafter as practicable.
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            If a deferral election is made in accordance with this Paragraph C,
            the Participant may elect during the calendar year preceding the
            year in which the deferral ends, one of the following methods of
            payment:

                 1)     lump sum,

                 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 the
                 Vesting Date next following the election of the distribution
                 method and terminate no later than twenty (20) years from said
                 Vesting Date.

            Unless a Participant makes an election under Section 8, if a
            Participant fails to make this election under this paragraph,
            payment shall be made in a lump sum as provided in Paragraph B of
            this Section.

            If a Participant makes a deferral election under this Paragraph C,
            interest on his deferred payments shall be added to and shall become
            part of the deferred payments on a quarterly basis in an amount
            equal to the product of (1) times (2), where:

                 (1)  is the average annual rate of interest for that year for
                 ten-year Treasury Constant Maturities, and

                 (2)  is the balance of the deferred payments on the December
                 31st prior to the next Vesting Date.

            Notwithstanding the above paragraph, effective as of January 1,
            2000, (or for members of the Policy Committee, February 5, 2001), a
            Participant may elect (in increments of 25%, 50%, 75%, or 100%) to
            invest his deferred payments in the form of deferred stock units of
            the Company. For all deferred payments under the Plan, this shall be
            a one-time election. 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 common stock of the Company ("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-
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            Term Stock Incentive Plan) of JHFS Stock on the effective date of
            the deferral.

Section 8.  Purchase of JHFS Stock
            ----------------------

            A.   Effective as of January 1, 2000 (February 5, 2001 for members
            of the Policy Committee), Participants who are actively employed on
            the date of payment may elect to utilize up to 50% (in increments of
            25% or 50%) of any payments under this Plan to purchase shares of
            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 and 2003. If this election is
            made, PaineWebber, Inc. (or any successor agent hereafter appointed)
            acting as an independent agent, will purchase JHFS Stock on behalf
            of the electing Participant.

            Notwithstanding the preceding paragraph, effective as of January 1,
            2001, Participants who are actively employed on the date of payment
            will be required to elect to apply 25% (50% for members of the
            Policy Committee, subject to paragraph C, below) of any Award
            payments under this Plan to purchase JHFS Stock, and Participants
            other than Policy Committee members may elect to apply an additional
            25% of such payments to purchase JHFS Stock. However, to the extent
            that such Participants elect to defer the payment of benefits in
            accordance with Paragraph 7C, then the 25% or 50% election referred
            to above shall relate to an investment of such deferred payments in
            deferred stock units.

            B.   A Participant who purchases JHFS Stock (or deferred stock
            units) pursuant to Paragraph A of this Section 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 Participants other than
            members of the Policy Committee, and 50% in the years 2001 and 2002
            for Participants who are members of the Policy Committee) of the
            amount of JHFS Stock (or deferred stock units) purchased under
            Paragraph A of this Section. The additional JHFS Stock provided
            under this paragraph ("Restricted JHFS Stock") shall be provided
            under the John Hancock Financial Services, Inc. 1999 Long-Term Stock
            Incentive Plan. The additional deferred stock units ("Restricted
            deferred stock units") shall be held in an unfunded account on
            behalf of the Participants. Both the Restricted JHFS Stock and the
            Restricted deferred stock units shall be subject to forfeiture by
            the Participant if (i) his employment with the Company, or an
            affiliate, terminates within three years of the purchase 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 Participant 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
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            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.

            C.   For members of the Policy Committee 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 Policy Committee member may apply the stock purchased
            during the preceding calendar year against the amount of JHFS Stock
            (or deferred stock units) required to be purchased under Paragraph
            A. For this purpose, the value of the JHFS Stock purchased by the
            Policy Committee member 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
            Incentive Compensation Plan. The total amount of Restricted JHFS
            Stock or Restricted deferred stock units provided under Paragraph B
            shall not be more than would have been provided without the
            application of this Paragraph C. In addition, if a Policy Committee
            member elects to apply purchased JHFS Stock in accordance with this
            Paragraph C and such Policy Committee member has an outstanding loan
            under the loan program provided by the Company for the purchase of
            JHFS Stock, the requirements of the second paragraph of Paragraph A
            (relating to the required purchase of 50% of Awards under this Plan
            in the form of JHFS Stock) must be met by repaying a corresponding
            amount of the loan taken out by such Policy Committee member under
            the loan program described above.

Section 9.  APPROPRIATIONS.  At its next regularly scheduled meeting following
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each date on which the valuation is published, the Board of Directors shall
appropriate a sum of money sufficient to pay for all vested Equity Rights
surrendered in that year, including those payable to retired, disabled or
terminated Participants.

Section 10. BENEFICIARIES.  Participants may elect a beneficiary or
            -------------
beneficiaries to receive payments under the Plan in the event of the
Participant's death.  The beneficiary or beneficiaries shall be designated on a
form provided by the Company.  In the event that no beneficiary is designated,
payments shall be made to the estate of the Participant.

Section 11. RETIREMENT OR DISABILITY.  For each Performance Cycle in progress at
            ------------------------
a Participant's retirement under the Company's pension plan, or permanent and
total disability as determined by the Company, the Participant shall retain that
portion of the Equity Rights equal to the elapsed portion of the Performance
Cycle on the date of the
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retirement or disability. The balance of the Participant's Equity Rights for
such cycles shall be forfeited.

             Upon completion of a Performance Cycle, vesting, surrender and
deferral will occur as provided in Section 7.

Section 12.  DEATH.  Upon the death of an active or retired Participant, all
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Equity Rights for completed Performance Cycles which have not previously vested
shall vest.

             For each Performance Cycle in progress at a Participant's death,
that portion of the deceased Participant's Equity Rights equal to the elapsed
portion of the Performance Cycle at the date of the death shall vest. The
balance of the deceased Participant's Equity Rights for Performance Cycles in
progress shall be forfeited. All vested Equity Rights subject to a deferral
under Paragraph C of Section 7 shall be surrendered by the Company and, along
with any unpaid installments under Paragraph D of Section 7, will be paid in a
lump sum as soon as practicable after the Participant's death.

             Vesting, where applicable, surrender and valuation of Equity Rights
shall occur on the Vesting Date next following the date of death (or on the date
of death if it is also a Vesting Date).  Payment shall be made as soon
thereafter as practicable.

Section 13.  HARDSHIP DISTRIBUTION PROVISIONS.  A hardship distribution may be
             --------------------------------
paid from deferred vested Equity Rights remaining in the Plan pursuant to
Section 7 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 the
value of such Equity Rights, may be paid, and the value of the deferred Vested
Equity Rights remaining in the Plan shall be appropriately reduced to reflect
the amount of any such hardship distribution. 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 determine the date of payment for a hardship distribution.

             For purposes of this section, a Financial Hardship is any
unforeseen, anticipated emergency that is caused by an event beyond the control
of the participant and that would result in severe financial hardship to the
individual if early withdrawal was not permitted.

Section 14.  TERMINATION.  Participants whose employment with the Company
             -----------
terminates, other than by retirement, disability or death, shall forfeit all
non-vested Equity Rights.
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             All vested Equity Rights, including rights subject to a deferral
under Paragraph C of Section 7, shall be surrendered at the Vesting Date next
following termination (or on the date of termination if it is also a Vesting
Date) and payment thereafter shall be made at the valuation as of that Vesting
Date in cash as soon thereafter as practicable. If not so surrendered, the
Company reserves the right to declare them forfeited.

Section 15.  OPERATION, AMENDMENT AND TERMINATION.
             ------------------------------------

             A.   The Chairman of the Board and the President acting in concert
             shall carry out provisions of this Plan and are authorized to
             designate appropriate employees of the Company to act in its behalf
             for all purposes hereof. In questions involving the operation or
             interpretation of any provision of the Plan, the determination of
             the Company shall be final.

             B.   The Chairman of the Board and the President, with the approval
             of the Board of Directors, may, in appropriate individual cases,
             vary the provisions of Sections 11, 12 and 14 to accommodate
             special circumstances.

             C.   The Board of Directors may at any time terminate this Plan and
             from time to time amend it or vary its provisions as they apply to
             any class; provided that the establishment, determination or
             variation of annual goals or the principles of the Plan referred to
             in Section 4, 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 reduce the number of Equity
             Rights in which a Participant is vested or which have been
             allocated to any Participant with respect to a Performance Cycle
             which has been completed prior to the date of such termination,
             amendment or variance.

             Notwithstanding the above, for two years after a Change of Control
             occurs, the Plan may not be terminated, nor may the Plan be amended
             if such amendment would serve to reduce the amount of Equity Rights
             or other benefits 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 or amount of benefit vesting or benefit accrual as compared to
             the rate or 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
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             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;

             (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.

             D.   Upon termination of the Plan, all Equity Rights for a
             completed Performance Cycle shall vest. Non-vested Equity Rights
             for Performance Cycles that are not completed shall be forfeited.
             Vested Equity Rights must be surrendered for cash at their value on
             the Vesting Date next preceding the effective date of the Plan
             termination or the effective date if it is also a Vesting Date. The
             provisions of Section 7 shall apply in the event of a Plan
             termination.

             E.   Equity Rights and amounts received upon surrender of Equity
             Rights shall be excluded from the base for computing benefits
             under, or contributions to, benefit plans maintained by the Company
             for its employees.

             F.   The Plan is intended to be a non-qualified, 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
<PAGE>

             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.

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