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                                                                    Exhibit 10.8

                            LONG-TERM INCENTIVE PLAN

                                       FOR

                                SENIOR EXECUTIVES

              (As Amended and Restated Effective February 6, 2003)

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.
            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
            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 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 therefore
            shall be made in cash as soon thereafter as practicable.

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            D.   FORM OF BENEFIT. If a deferral election is made in accordance
            with Paragraph C, the Participant may make a further election during
            the calendar year that is at least 12 months prior to the year in
            which the deferral ends, to have his benefit paid in one of the
            following methods of payment:

                 1)   lump sum,

                 2)   annual installments for a period specified by the
                 Participant, commencing on the deferral date elected by the
                 Participant under Paragraph C and terminating no later than
                 twenty (20) years from said 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.

            Notwithstanding the above, if the payment date occurs prior to the
            lapse of the restrictions on deferred stock units under Section 8.B,
            the payment date with respect to the restricted deferred stock units
            will not occur until the month following the lapse of such
            restrictions, in the form elected under this Paragraph D.

            E.   INTEREST ON DEFERRALS. 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.
            The interest rate shall be the average annual rate of interest for
            that year for ten-year Treasury Constant Maturities and the
            determination of the interest rate to be credited and the
            calculation of interest due under this Article shall be subject to
            the sole discretion and authority of the Company. The Company shall
            be entitled to establish rules and procedures to facilitate the
            calculations described herein.

            F.   DEFERRED STOCK UNITS. 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

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            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-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.

            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. 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. 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

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outstanding) that the above descried 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. 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.

            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.

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 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.

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            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 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. Written proof
of a Financial Hardship may be requested. The Company 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 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.

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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 Committee 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 the Securities Exchange Act of 1934, as amended
            (the "Exchange Act")), directly or indirectly, of securities of the
            Company or John Hancock Life Insurance Company representing 30% or
            more of the combined Voting Power (as defined below) of the
            securities of the Company or John Hancock Life Insurance Company;
            provided, however, that the event described in this paragraph (i)
            shall not be deemed to be a Change of Control by virtue of an
            acquisition by any employee benefit plan (or related

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            trust) sponsored or maintained by the Company, John Hancock Life
            Insurance Company, or any Affiliate; or

            (ii) within any 24-month period, the persons who, at the beginning
            of such period, were members of the Board (the "Incumbent Company
            Directors") shall cease to constitute at least a majority of the
            Board or the board of directors of any successor to the Company;
            provided, however, that any director elected to the Board, or
            nominated for election to the Board, by at least two-thirds (2/3) of
            the Incumbent Company Directors then still in office shall be deemed
            to be an Incumbent Company Director for purposes of this subclause
            (ii); provided, however, that no individual initially elected or
            nominated for election to the Board as a result of an actual or
            threatened election contest with respect to directors or as a result
            of any other actual or threatened solicitation of proxies by or on
            behalf of any Person other than the Board shall be deemed to be an
            Incumbent Company Director; or

            (iii) within any 24-month period, the persons who, at the beginning
            of such period, were members of the John Hancock Life Insurance
            Company Board (the "Incumbent John Hancock Life Insurance Company
            Directors") shall cease to constitute at least a majority of the
            John Hancock Life Insurance Company Board or the board of directors
            of any successor to John Hancock Life Insurance Company; provided,
            however, that any director elected to the John Hancock Life
            Insurance Company Board, or nominated for election to the John
            Hancock Life Insurance Company Board, by at least two-thirds (2/3)
            of the Incumbent John Hancock Life Insurance Company Directors then
            still in office shall be deemed to be an Incumbent John Hancock Life
            Insurance Company Director for purposes of this subclause (iii);
            provided, however, that no individual initially elected or nominated
            for election to the John Hancock Life Insurance Company Board as a
            result of an actual or threatened election contest with respect to
            directors or as a result of any other actual or threatened
            solicitation of proxies by or on behalf of any Person other than the
            John Hancock Life Insurance Company Board shall be deemed to be an
            Incumbent John Hancock Life Insurance Company Director; or

            (iv) upon the consummation of a merger, consolidation, share
            exchange, division, sale or other disposition of all or
            substantially all of the assets of the Company (a "Company Corporate
            Event") and immediately following the consummation of which the
            stockholders of the Company, immediately prior to such Company
            Corporate Event do not hold, directly or indirectly, a majority of
            the Voting Power of

            (A)   in the case of a merger or consolidation, the surviving or
                  resulting corporation,

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            (B)   in the case of a statutory share exchange, the acquiring
                  corporation,

            (C)   in the case of a division or a sale or other disposition of
                  assets, each surviving, resulting or acquiring corporation
                  which, immediately following the relevant Company Corporate
                  Event, holds more than 25% of the consolidated assets of the
                  Company immediately prior to such Company Corporate Event,
                  [provided that no Change of Control shall be deemed to have
                  occurred if the Executive is employed, immediately following
                  such Company Corporate Event, by any entity in which the
                  stockholders of the Company immediately prior to such Company
                  Corporate Event hold, directly or indirectly, a majority of
                  the Voting Power];

            Provided that in each case such majority of the Voting Power is
            represented by securities of the Company that were outstanding
            immediately prior to such Company Corporate Event (or, if
            applicable, is represented by shares into which such securities of
            the Company were converted pursuant to such Company Corporate
            Event); or

            (v) upon the consummation of a merger, consolidation, share
            exchange, division, sale or other disposition of all or
            substantially all of the assets of John Hancock Life Insurance
            Company which has been approved by the stockholders of John Hancock
            Life Insurance Company (a "John Hancock Life Insurance Company
            Corporate Event"), and immediately following the consummation of
            which the stockholders of John Hancock Life Insurance Company
            immediately prior to such John Hancock Life Insurance Company
            Corporate Event do not hold, directly or indirectly, a majority of
            the Voting Power of

            (A)   in the case of a merger or consolidation, the surviving or
                  resulting corporation,

            (B)   in the case of a statutory share exchange, the acquiring
                  corporation, or

            (C)   in the case of a division or a sale or other disposition of
                  assets, each surviving, resulting or acquiring corporation
                  which, immediately following the relevant John Hancock Life
                  Insurance Company Corporate Event, holds more than 25% of the
                  consolidated assets of John Hancock Life Insurance Company
                  immediately prior to such John Hancock Life Insurance Company
                  Corporate Event, [provided that no Change of Control shall be
                  deemed to have occurred if the Executive is employed,
                  immediately following such John Hancock Life Insurance Company
                  Corporate Event, by any entity in which the stockholders of
                  John Hancock Life

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                  InsuranceCompany immediately prior to such John Hancock Life
                  Insurance Company Corporate Event hold, directly or
                  indirectly, a majority of the Voting Power];

            Provided that in each case such majority of the Voting Power is
            represented by securities of John Hancock Life Insurance Company
            that were outstanding immediately prior to such John Hancock Life
            Insurance Company Corporate Event (or, if applicable, is represented
            by shares into which such securities of John Hancock Life Insurance
            Company were converted pursuant to such John Hancock Life Insurance
            Company Corporate Event); or

            (vi) any other event occurs which the Board or the John Hancock Life
            Insurance Company Board declares to be a Change of Control.

            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 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.

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            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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