Exhibit 10.8

                            LONG-TERM INCENTIVE PLAN

                                       FOR

                                SENIOR EXECUTIVES

              (As Amended and Restated Effective February 11, 2002)

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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<PAGE>

            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.
            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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<PAGE>

            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 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
            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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<PAGE>

            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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<PAGE>

            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 the open
            market on behalf of the electing Participant, provided that, at the
            option of the Compensation Committee, in lieu of any or all such
            open market purchases, the Company may issue and sell such shares of
            JHFS Stock as Stock Awards under the John Hancock Financial
            Services, Inc. 1999 Amended and Restated Long-Term Stock Incentive
            Plan (the "1999 Stock Plan") with the number of shares issued to be
            determined based on a price per share equal to the fair market value
            of a share of the JHFS Stock as determined by the Compensation
            Committee.

            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, any such purchase to be
            made as set forth in the preceding paragraph. 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 number of shares 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 number of shares 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 1999 Stock Plan. The additional deferred stock
            units ("Restricted deferred stock units") shall be held in an
            unfunded account on behalf of the Participants.


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<PAGE>

            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 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 previously purchased JHFS
            Stock 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 and still held
            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 member of the Policy Committee shall
            be equal to the fair market value of such JHFS Stock when so
            applied. 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
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


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<PAGE>

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 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
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, unanticipated emergency that is caused by an event beyond the
control of the


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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.

            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


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<PAGE>

            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;

            (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


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<PAGE>

            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 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.


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