Exhibit 10.12

                FORM OF NOTE FOR STOCK OWNERSHIP AND LOAN PROGRAM

                            CAPITALIZED INTEREST NOTE


                                           _________ ,200_               Boston,
                                        Massachusetts                 JHFS No. _


      FOR VALUE RECEIVED, the undersigned, _____________ (the "Borrower"),
hereby promises to pay to the order of John Hancock Financial Services, Inc.
("JHFS"), John Hancock Place, 200 Clarendon Street, Boston, MA 02117, the unpaid
principal amount of each Capitalized Interest Loan made pursuant to the JHFS
Stock Ownership Loan Program dated February 14, 2000, as amended (the "Program")
on the CapLoan Maturity Date; and subject to the proviso set forth below, to pay
interest (computed on the basis of actual days elapsed and a 360 day year), (a)
on the unpaid balance of such principal amount from time to time outstanding at
the CapLoan Interest Rate in effect from time to time from the date hereof,
payable quarterly in arrears, on the last day of January, April, July and
October in each year, commencing ____________ , 200_ until the principal hereof
shall have become due and payable, and (b) to the extent permitted by law on any
payment of principal or interest which has been overdue for thirty (30) days,
payable as aforesaid, at a rate per annum from time to time equal to 2% above
the CapLoan Interest Rate in effect (but in no event in excess of the maximum
rate permitted by law); provided, however, that so long as there shall be no
Event of Default then existing, the Borrower may, at his or her option in lieu
of paying cash, pay all or a portion of the interest due on this Capitalized
Interest Note by adding to the principal hereof an amount equal to the amount of
interest that would be payable with respect to this Capitalized Interest Note if
such interest were paid in cash, and all references herein to principal shall,
unless the context clearly requires otherwise, mean the principal amount as so
adjusted from time to time.

      The following capitalized terms shall have the meanings set forth below:

      "AFR RATE" means the rate of interest established from time to time by the
Secretary of the United States Department of the Treasury pursuant to section
724(d) of the Internal Revenue Code of 1986.

      "Capitalized Interest Loan" shall have the meaning ascribed thereto in the
Program.

      "CapLoan Interest Rate" means the greater of (i) the LIBOR RATE and (ii)
the AFR Rate.

      "CapLoan Maturity Date" means, with respect to each Capitalized Interest
Loan, the earlier of (i) ______ [a date not later than three (3) years from the
date of the first Capitalized Interest Loan by the Borrower, or if such date is
later than February 25, 2005, then February 25, 2005], or (ii) 180 days after
the termination of the employment or the death of the Borrower.

      "Interest Period" means, in the first instance, the period commencing on
the date hereof and ending on __________ , 200_, and in each subsequent and
successive Interest Period, the period commencing on the first day of a month
and ending on the last day of such month, in each case including the first and
last day of such Interest Period.


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<PAGE>

      "LIBOR Rate" means, with respect to each Interest Period, the rate of
interest per annum equal to the sum of (i) the rate quoted on the Bloomberg
Money Market Index, British Bankers Association Official Libor Fixings page, or
its successor or other recognized financial reporting service reasonably
selected by JHFS, on the first business day of the relevant Interest Period, by
commercial banks for the offering to leading banks in the London interbank
market for deposits in United States dollars having a term of one month plus
(ii) 1.25%. Each determination of the LIBOR Rate as determined by JHFS shall be
conclusive and binding absent manifest error.

      JHFS shall record the date and amount of each Capitalized Interest Loan
made by it to the Borrower under the Program, each payment of principal made by
such Borrower with respect thereto, and each addition to principal made pursuant
to the proviso at the end of the first paragraph hereof. JHFS may endorse on one
or more schedules forming a part of this Capitalized Interest Note appropriate
notations to evidence the foregoing information with respect to each Capitalized
Interest Loan to such Borrower and any additions to principal hereof; provided,
that the failure of JHFS to make any such recordation or endorsement shall not
affect the obligations of the Borrower under this Capitalized Interest Note or
under the Program.

      Payment of all principal and interest shall be made in lawful money of the
United States of America at the offices of JHFS at John Hancock Place, 200
Clarendon Street, Boston, Massachusetts 02117, Attention: Treasurer, or to such
other address as may be designated by JHFS from time to time in writing.

      Whenever any payment to be made hereunder shall be stated to be on a
Saturday, Sunday or any other day on which commercial banks in the Commonwealth
of Massachusetts are authorized to be closed, such payment may be made on the
next succeeding business day.

      Upon the occurrence of the following Events of Default: (a) the Borrower
fails to make any payment of principal or interest when due hereunder and such
failure continues for a period of thirty days after receipt of notice of
non-payment from JHFS; or (b) the Borrower shall commence a voluntary case under
any applicable bankruptcy, insolvency or other similar law, or shall consent to
the entry of an order for relief in an involuntary case under any such law, or
shall consent to the appointment of, or taking possession by, a receiver,
custodian, liquidator, assignee, trustee or sequestrator (or other similar
official) of the Borrower or any substantial part of the Borrower's property, or
shall make a general assignment for the benefit of creditors, or shall fail
generally to pay the Borrower's debts as they become due, or the Borrower shall
take any action in furtherance of the foregoing, or a court having jurisdiction
in the premises shall enter a decree or order for relief in respect of the
Borrower in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or appoint a receiver, custodian,
liquidator, assignee, trustee, sequestrator (or other similar official) of the
Borrower or of any substantial part of the Borrower's property, or order the
winding up or liquidation of the Borrower's affairs, and the continuance of such
decree or order unstayed and in effect for a period of 90 consecutive days,; or
(c) an event of default shall have occurred and be continuing under any note
issued pursuant to the Program, then the holder of this Note may, by notice in
writing to the Borrower at the notice address set forth below the Borrower's
signature hereon, or at such other address as the Borrower may specify to JHFS
in writing, declare the principal of this Capitalized Interest Note and all
interest accrued thereon to be forthwith due and payable, whereupon the same
shall become and shall be immediately due and payable. Forbearance to exercise
this option with respect to any failure or breach of the Borrower shall not
constitute a waiver of the right as to subsequent failure or breach.


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      This Capitalized Interest Note may be prepaid in whole or in part from
time to time, at the Borrower's option, without any prepayment penalty or
premium.

      The Borrower agrees to pay the reasonable costs and expenses, including
reasonable attorneys' fees, incurred by JHFS in collecting any sums due under
this Capitalized Interest Note or the Program or in otherwise enforcing any
rights or remedies that are or may be available to JHFS.

      The Borrower hereby waives presentment, demand, notice, protest and all
other demands and notices in connection with the delivery, acceptance,
performance and enforcement of this Capitalized Interest Note, and assents to
extensions of time of payment or forbearance or other indulgence without notice.

      THIS CAPITALIZED INTEREST NOTE HAS BEEN EXECUTED AND DELIVERED IN, AND ITS
TERMS AND PROVISIONS ARE TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF, THE COMMONWEALTH OF MASSACHUSETTS.


                                          BORROWER:


--------------------------                --------------------------------
Witness                                   [Name]

                                          Notice Address:

                                          --------------------------------

                                          --------------------------------

                                          --------------------------------


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Note (Continued)

                         LOANS AND PAYMENTS OF PRINCIPAL
                        UNDER CAPITALIZED INTEREST LOANS

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Date        Amount of Capitalized      Amount of             Notation made by
                  Interest Loan        Principal Repaid
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