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                                                                    Exhibit 10.9

                     INCENTIVE COMPENSATION PLAN FOR CERTAIN

                                SENIOR EXECUTIVES

                (Amended and Restated Effective February 6, 2003)

Section 1.     Purpose

This Plan has been established in order to provide short term incentive
compensation to those Eligible Employees as determined under the terms of this
Plan.

Section 2.     Goals

The Committee shall establish goals for each year as early as is practicable
therein. In establishing goals, 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.

In order for awards under this Plan to qualify as performance-based compensation
under the provisions of Section 162(m) of the Internal Revenue Code of 1986,
within 90 days after the beginning of each calendar year, the Committee shall
establish, in writing, Qualifying Performance Criteria for the target awards for
Eligible Employees (as defined below). Notwithstanding the satisfaction of the
annual goals established under the Qualifying Performance Criteria, the awards
provided to the Eligible Employees may be adjusted by the Committee in its sole
discretion; except that the Committee may not increase the amount of any such
award that results from the satisfaction of the annual goals established under
the Qualifying Performance Criteria. In addition, the maximum annual award that
shall be granted to each Eligible Employees shall be $5,000,000 for the Chairman
and President, and $3,000,000 for each other Eligible Employees.

For purposes of this section, the Qualifying Performance Criteria shall be any
one or more of the following performance criteria, either individually,
alternatively, or in any combination, applied to either the Company as a whole
or to a business unit or subsidiary, either individually, alternatively, or in
any combination, and measured either on an absolute basis or relative to a
pre-established target, to previous years' results or to a designated comparison
group, in each case as pre-established by the Committee: (a) shareholder value
added; (b) cash flow; (c) earnings per share; (d) earnings before interest,
taxes, depreciation and amortization ("EBITDA"); (e) return on equity; (f)
return on capital; (g) return on assets or net assets; (h) revenue growth; (i)
income or net income; (j) cost control; (k) operating income or net operating
income; (l) operating profit or net operating profit; (m) operating margin; (n)
return on operating revenue; (o) market share; (p) statutory gain from
operations; and (q) stock price.

Section 3.     Eligibility

               a.   As used in this Plan, the term "Eligible Employee" for any
year shall mean any Officer of the Company or John Hancock Life Insurance
Company as selected by the Committee from time to time to participate in this
Plan. Participation by an individual with respect to one award shall not entitle
the individual to participate with respect to subsequent awards.

               b.   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 & CEO

                    Class 2. Chief Investment Officer
                             Senior Executive Vice President - Retail

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                        Senior Executive Vice President & Chief Financial
                        Officer
                        Executive Vice President - JH Funds
                        Executive Vice President & Chief Financial Officer
                        Executive Vice President - Structured and
                        Alternative Investments

               Class 3. Executive Vice President & Chief Information
                        Officer Executive Vice President & General Counsel
                        Executive Vice President - International

               Class 4. Senior Vice Presidents

Section 4.     Target Awards

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

               Class 1. Chairman & CEO                            100% of Salary

               Class 2. Chief Investment Officer                   70% of Salary
                        Senior Executive Vice President -- Retail
                        Senior Executive Vice President & Chief
                        Financial Officer Executive Vice President -
                        JH Funds Executive Vice President & Chief
                        Financial Officer Executive Vice President -
                        Structured and Alternative Investments

               Class 3. Executive Vice President &                 60% of Salary
                        Chief Information Officer
                        Executive Vice President &
                        General Counsel
                        Executive Vice President - International

               Class 4. Senior Vice Presidents                     50% of Salary

Section 5.     Allocation

As soon as is practicable after the end of the year, the Compensation Committee,
acting in accordance with the principles of the Plan as approved by the
Directors' Compensation Committee, shall allocate among such Eligible Employees
such amounts as shall have been determined by the Compensation Committee.
Subject to the provisions of Section 6, each amount so allocated shall be paid
to the employee in cash no later than March 15, or the next business day if
March 15 falls on a Saturday, Sunday or holiday.


Seventy-five (75%) of any Award allocated to an Eligible Employee under this
Plan for the on or after January 1, 20022003 performance year shall be paid in
cash. In lieu of the receiving the remaining twenty-five (25%) of the Award in
cash, the Eligible Employee will be granted non-qualified options (Options) to
purchase shares under the terms of the John Hancock Financial Services, Inc.
1999 Long-Term Stock Incentive Plan (the "1999 Stock Plan"). The number of such
Options shall be determined by the Company, using appropriate methodologies and
calculations, taking into account twenty-five (25%) percent of the Award
allocated to the Eligible Employee and the share price as of the date of the
allocation of the Award. In addition, each Eligible Employee receiving Options
will receive additional non-qualified stock options ("Premium Options") equal in
number to 15% of the number of Options. Premium Options shall be subject to the
same terms and conditions as Options. Options and Premium Options shall be
subject to terms and conditions as shall be determined by the Company. Eligible
Employees in Classes 1 through 3 may elect to have 100% of any Award allocated
to them paid in cash or to receive the award

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partly in cash and partly in Options, as described above. Any allocation to
Eligible Employees in Classes 1 through 3 shall be made on February 10, 2003,
and the election regarding form of payment described above may be made no
earlier than that date. The number of Options payable pursuant to any such
election shall be determined by the Company, using appropriate methodologies and
calculations, taking into account twenty-five (25%) percent of the Award
allocated to the Eligible Employee and the share price as of the date of the
election.

For performance year 2002 only, however, and notwithstanding anything herein to
the contrary, the allocation with respect to Eligible Employees in Class 4 (the
"Designated Class"), shall be modified in accordance with this paragraph. In
December 2002, an estimated total award shall be determined by the Committee,
based on Company results through the third quarter of 2002, and a calculation
shall be performed allocating this estimated total award among Eligible
Employees in the manner described above (the "Estimated Award"). Before the end
of calendar year 2002, Eligible Employees in the Designated Class shall receive
a grant of Options, the number of such Options to be determined by the Company,
taking into account twenty-five (25%) percent of the Estimated Award allocated
to the Eligible Employee and the share price as of the date of the grant. In
addition, each Eligible Employee receiving such Options will receive Premium
Options, equal in number to 15% of the number of Options. As soon as is
practicable after the end of calendar year 2002, an Award based on Company's
performance through the end of the year shall be determined under the procedures
described above, and the Eligible Employee shall receive a cash payment equal to
the Award so determined minus twenty-five (25%) percent of the Estimated Award.

The Committee in its discretion, in lieu of a payment in cash of all or part of
any Award under this Plan for performance years 2003 or thereafter, may make
payment in the form of equity award under the 1999 Stock Plan, on such terms or
conditions pursuant to the requirements of that Plan, as the Committee may
determine.

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, but
terminating with the award made in calendar year 2003 with respect to
Performance year 2002, Eligible Employees 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 paid in cash under this Plan to purchase shares of the common stock of the
Company ("JHFS Stock"); provided, however, that Eligible Employees in Class 1
who retired prior to December 31, 2001, shall be eligible for this election for
payments made in 2002. If this election is made, UBS 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, 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 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.

               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 1999 Stock Plan) of JHFS
Stock on the date any amount deferred would have been paid, but for the
deferral.

               c.   An Eligible Employee who elects to purchase JHFS Stock (or
deferred stock units) pursuant to paragraph a of this Section 6 shall be
provided with a matching number of shares of JHFS Stock (or deferred stock
units) equal

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to 25% (50% in the year 2002 for Eligible Employees in Classes 1 through 3) of
the number of shares of JHFS Stock (or deferred stock units) purchased under
paragraph a of this Section 6. For Awards made in 2003 and later, the number of
such matching Restricted JHFS Stock shares or matching Restricted deferred stock
units provided under this Section 6.c shall be equal to 25% of the number of
JHFS Stock shares or deferred stock units that would have been provided pursuant
to the Eligible Employee's election under Section 6 a if the entire Award under
Section 5 had been made in the form of cash. 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 under the Deferred Compensation Plan in an unfunded
account on 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 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. The Committee in its discretion may instead provide (as to some
or all new awards of Restricted JHFS Stock and Restricted deferred stock units
and some or all of those previously awarded and outstanding) that the above
described forfeiture conditions shall lapse as to portions of such Restricted
JHFS Stock and Restricted deferred stock units on a periodic installment or
other incremental "vesting" basis over the course of such three year periods,
provided that in no event shall any such alternative "vesting" apply to any
Restricted JHFS Stock or Restricted deferred stock units which have already been
forfeited. These In addition, the 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 3 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 Eligible Employee may
apply the stock previously purchased and still held 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 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 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: the John
Hancock Financial Services, Inc. Cash Balance 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

               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

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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.

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