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                                                                   EXHIBIT 10.12

                   INCENTIVE COMPENSATION PLAN FOR EMPLOYEES

                                      OF

                     JOHN HANCOCK FINANCIAL SERVICES, INC.


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 shall have been attained for such year, as an
amount to be allocated as hereinafter provided among Eligible Employees as
compensation in addition to their salaries for services rendered by them during
such year.

Section 2.  Goals
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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 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 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 compensation
arrangement for employees primarily in sales roles, approved by Sector Heads.
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            b. The Directors' Compensation 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

               Class 3.  Vice Chairman and Chief Investment Officer

               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
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In a year in which goals are precisely met, the average or target award for each
class shall be as follows:

               Class 1.    Chairman of the Board               100% of Salary

               Class 2.    President                           85% of Salary

               Class 3.    Vice Chairman and Chief             70% of Salary
                           Investment Officer

               Class 4.    Chief Financial Officer             60% of Salary

               Class 5.    Policy Committee Members            55% 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.   Employee 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          5% of Salary
                           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

               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       15% of Salary
                           are in ITS or IPL and on P/S
                           Salary Ranges

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

Section 5.  Allocation
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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 Board of
            Directors;

        b.  in the case of Class 6 by the Directors' Compensation Committee;

        c.  in the case of members of Classes 7 and 8 by the Senior Committee,
            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 Directors' Compensation 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 Receive Stock of JHFS
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            a.  Effective as of January 1, 2000, or January 1, 2001, Eligible
Employees in Classes 6 through 8, or in Classes 1 through 5, respectively, may
elect to receive up to 50% (in increments of 25% or 50%) of any Award under
this Plan in the form of shares of the common stock of the Company ("JHFS
Stock"). If this election is made, the Company will purchase JHFS on behalf of
the electing Participant and the purchase of JHFS Stock pursuant to this
election will be in lieu of 25% or 50%, as applicable, of the cash Award for an
Eligible Employee under the Plan. The JHFS Stock purchased under this section
may be subject to such restrictions as determined by the Compensation Committee,
in its discretion.

            b.  In order to induce the Eligible Employees in Classes 1 through 8
to elect to receive JHFS Stock under paragraph a of this section, an Eligible
Employee in these Classes who elects to receive JHFS Stock pursuant to paragraph
a of this section shall be provided with matching amount of JHFS Stock equal to
25% (50% in the years 2000 and 2001 for Eligible Employees in Classes 6 through
8, and 50% of the years 2001 and 2002 for Eligible Employees in Classes 1
through 5) of the amount of JHFS Stock elected 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 and shall be subject to forfeiture by the
Eligible Employee if his employment with the Company or an affiliate terminates
within three years of the Award, except if such termination results from
retirement with the Company's consent, death or disability. This restriction
will cease to apply and any Restricted JHFS Stock subject to such restriction
will become nonforfeitable if there is a Change in Control of the Company, as
defined in the John Hancock Financial Services, Inc. Pension Plan.

Section 7.  Benefits
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            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 Directors' Compensation 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 Directors' Compensation Committee and which do
not affect the target awards or compensation for Classes 1 through 8, inclusive.