Exhibit 10.13

              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
                                     OF THE
                      JOHN HANCOCK FINANCIAL SERVICES, INC.

                (As Amended and Restated as of February 5, 2001)

1.    Purpose:

      To permit an Eligible Director of John Hancock Financial Services, Inc.
("Company") and John Hancock Life Insurance Company to defer the receipt of
Compensation to some future date or dates.

2.    Eligible Director:

      The term Eligible Director shall mean any person serving on the Company's
or John Hancock Life Insurance Company's Board of Directors or any Committee
thereof who is not an employee of the Company.

3.    Election to Defer:

      A. Prior to the beginning of each calendar year, an Eligible Director
      wishing to defer receipt of Compensation shall make an irrevocable
      election on a form provided by the Company (and substantially in the form
      of Exhibit 2 attached hereto), to defer Compensation to be earned in the
      subsequent calendar year. Any person who becomes an Eligible Director
      during a calendar year may within 30 days of such event make an election
      to defer Compensation earned after the election.

      B. An election to defer the receipt of compensation may be made with
      respect to either the Director's entire annual retainer or all of his
      attendance fees, or to both the retainer and the attendance fees.

      C. Eligible Directors who do not file an election to defer shall be deemed
      to have elected to receive Compensation in the year earned.

5.    Payment of Deferred Compensation:

      A. Eligible Directors electing to defer Compensation shall specify that
      payment of Deferred Compensation shall be made:

            1.    As soon as practicable after the occurrence of one of the
                  following events:

                  a.    Termination of services as an Eligible Director for any
                        reason, or

                  b.    A specific date not less than 5 years from the date of
                        election, and,

            2.    In one of the following methods:

                  a.    Lump sum payment,

                  b.    Annual installments for no more than 20 years, or,

                  c.    Full cash refund annuity.

      B. If an Eligible Director dies before payment of all or any part of his
      or her Deferred Compensation, the balance owned will be paid in a lump sum
      as soon as practicable to the beneficiary designated for the purpose on a


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      form provided by the Company (and substantially in the form of Exhibit 2
      hereto), or if no beneficiary is so designated, to the Director's estate.

      C. If any Eligible Director becomes permanently disabled before payment of
      all or any part of his or her Deferred Compensation, the balance owned
      will be paid as soon as practicable in the manner elected unless, in the
      discretion of the Board, upon request of the Eligible Director, a
      different method is approved. The determination of permanent disability
      shall be made by a doctor selected by the Policy Committee of the Company.

      D. In the best interests of the financial integrity and administration of
      the Plan, the Board may at any time accelerate the election made by an
      Eligible Director as to distribution with the result that a term of years
      may be shortened, or a lump sum may be substituted for a term of years, or
      an annuity option prior to the annuity purchase date.

6.    Interest on Deferred Compensation:

      A. The amount of Deferred Compensation owned by an Eligible Director in
      any year, including amounts not yet paid under an election to receive
      annual installment payments, shall be increased on December 31 of each
      year by an amount equal to: (a) the annual rate of interest for that year
      for ten-year Treasury Constant Maturities, multiplied by (b) one-half the
      sum of the balance owing on January 1 and on December 31 of such year
      prior to adding such interest.

      B. The amount added in accordance with Paragraph A above shall become part
      of the balance owing on each successive January 1.

      C. At the time of the lump sum payment of Deferred Compensation, whether
      by reason of an election or an acceleration pursuant to Section 5D, an
      Eligible Director shall be entitled to receive interest at a rate equal to
      the annual rate for ten-year Treasury Constant Maturities for that portion
      of the calendar year preceding the distribution multiplied by one-half the
      sum of the balance owing on January 1 and on the last day of the month
      preceding the distribution.

      D. Notwithstanding the above, effective as of February 5, 2001, an
      Eligible Director may elect (in increments of 25%, 50%, 75%, or 100%) to
      invest his Deferred Compensation in the form of deferred stock units of
      the Company. 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 the
      Company's common stock ("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 Director 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.

7.    Plan Obligations:

      A. The obligations of this Plan will be unfunded and constitute a mere
      promise by the Company to pay Deferred Compensation to Eligible Directors
      or their beneficiaries who shall have the status of general unsecured
      creditors.

      B. The Company shall not be required to reserve or otherwise set aside
      funds to meet the obligations under this Plan and such obligations shall
      neither be subject to anticipation, alienation, sale, transfer,
      assignment, ledge or encumbrance by an Eligible Director or Beneficiary,
      nor subject to attachment or garnishment by creditors thereof.


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      C. The obligations of the Plan shall be binding upon the Company and its
      successors and upon the Eligible Directors and their personal
      representatives, next of kin and beneficiaries.

8.    Amendment:

      This Plan may be amended or terminated by the Board at any time.

      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 benefits provided under this
      Deferred Equity Rights Program 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")) 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.


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