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                                                                   Exhibit 10.13

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

                (As Amended and Restated as of December 2, 2002)

ARTICLE I

DEFERRAL OF COMPENSATION


1.1    PURPOSE AND ELIGIBILITY. This Deferred Compensation Plan for Non-Employee
Directors of John Hancock Financial Services, Inc. ("the Plan") is adopted in
order to allow each Eligible Director of John Hancock Financial Services, Inc.
("the Company") and John Hancock Life Insurance Company (the "Life Company") to
defer the receipt of part of his or her Compensation to some future date or
dates. The term Eligible Director shall mean any person serving on the Company's
or the Life Company's Board of Directors or any committee thereof who is not an
employee of the Company or the Life Company. An Eligible Director may
participate in the Plan by executing an Irrevocable Election as set forth below.
"Participant" shall refer to any Eligible Director who executes such an
Irrevocable Election.

1.2    IRREVOCABLE ELECTION.

       A.   Except as provided in Section 1.2(B), prior to the first day of each
calendar year in which Compensation is expected to be earned or awarded, each
Participant shall make an Irrevocable Election on a form provided by the Company
to receive such Compensation in cash or to defer payment until:

            1.   a specific date not less than five years from the date of
election, or

            2.   the calendar year next following the calendar year in which
occurs the termination of services as an Eligible Director for any reason.

       Except as provided in Section 3.3, all amounts deferred under this
Section shall be payable in the month of January (the "Payment Commencement
Date").

       B.   Any Eligible Director becoming eligible during a calendar year shall
make the Irrevocable Election described in 1.2(A) within 30 days of the date of
eligibility, on a form provided by the Company and such Irrevocable Election
shall be effective only as to Compensation earned after the effective date of
the election during the remainder of the year. Such an Eligible Director shall
make an Irrevocable Election for the ensuing calendar year and each calendar
year thereafter as set forth in Section 1.2(A).

       C.   Amounts deferred under the Plan and interest thereon, as described
in Article III, shall be credited to a Deferral Account established on behalf of
each Participant. Each Deferral Account shall be a mere bookkeeping account
subject to the provisions of Section 5.23.

       D.   Failure to file an Irrevocable Election shall be deemed to be an
election to receive all Compensation in the year earned.

1.3    COMPENSATION. Compensation shall consist of the cash portion of the
annual retainer and any committee chairman retainers and attendance fees (all of
which shall be determined from time to time by the Board of Directors or
Compensation Committee of the Company).


ARTICLE II

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DISTRIBUTION OF DEFERRED COMPENSATION


2.1    DISTRIBUTION OF DEFERRED COMPENSATION; WAIVER. A Participant may at any
time prior to the end of the calendar year that is at least 12 months prior to
the Payment Commencement Date, on a form provided by the Company, one of the
following methods of distribution:

                (A)   lump sum, or

                (B)   annual installments for a period specified by the
Participant, commencing on the Payment Commencement Date and terminating no
later than twenty (20) years from such date.

In the event a Participant fails to make this election, payment shall be made in
the form of a lump sum.

In addition, in lieu of the deferral options described above, a Participant may
irrevocably elect to waive the receipt of all or part of his or her Deferral
Account. An election to waive 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 distribution is scheduled to occur. If so elected, the Participant
agrees to waive part or all of the his or her rights to his or her Deferral
Account in exchange for the purchase by the Company of a split dollar life
insurance policy insuring the life of the Participant or the joint lives of the
Participant and his or her spouse. Notwithstanding the Payment Commencement Date
selected by the Participant, the purchase by the Company of the split dollar
life insurance policy shall not occur until after the Participant terminates his
service as a Director of the Company. The form of the life insurance policy
shall be as mutually agreed to by the Participant and the Company. If the
Participant elects this waiver, all rights with respect to his or her Deferral
Account under the this plan shall cease and any survivor benefits shall be
governed by the terms of the split dollar life insurance policy purchased by the
Company under the waiver option.

2.2    BENEFICIARIES; PAYMENT ON DEATH. A Participant may designate on a form
provided by the Company a beneficiary or beneficiaries to receive upon the
Participant's death any unpaid amounts credited to the Participant's Deferral
Account. At any time, and from time to time, a Participant may change or revoke
his or her beneficiary designation without the consent of any beneficiary. Any
such designation, change or revocation must be made by executing a new
beneficiary designation form and filing such form with the Company. If the
Participant designates more than one beneficiary, any payments to beneficiaries
will be made in equal percentages unless the Participant designates otherwise.
Upon the Participant's death, any portion of the Participant's Deferral Account
that is not payable to a designated beneficiary will be paid to the
Participant's estate in the form of a lump sum.

2.3    PERMANENT DISABILITY. If a Participant becomes permanently disabled
before payment of all or any part of amounts credited to his or her Deferral
Account, the balance in such Deferral Account shall be paid in a lump sum as
soon as practicable after the occurrence of such disability, unless, in the sole
discretion of the Compensation Committee of the Company, the disabled individual
is allowed to make a new election regarding distribution under Section 2.1. The
determination of permanent disability for this purpose shall be made by a
medical doctor selected by the Policy Committee of the Company.

2.4    ACCELERATION OF PAYMENT. In the best interest of the financial integrity
and administration of the Plan, the Compensation Committee of the Company may at
any time accelerate the election made by a Participant as to a distribution
under the Plan with the result that a term of years may be shortened, or a lump
sum may be substituted for a term of years.

2.5    IMMEDIATE PAYMENT SUBJECT TO BENEFIT REDUCTION. If, under Section 2.1, a
Participant has previously elected to receive his Deferral Account in the form
of installment payments, such Participant may elect, at any time prior to his
Payment Commencement Date, to receive his or her Deferral Account in the form of
a lump sum payment, subject to a reduction in the amount of the Participant's
Deferral Account equal to 7%.


ARTICLE III

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INTEREST ON DEFERRAL ACCOUNT; DEFERRED STOCK UNITS


3.1    INTEREST ON DEFERRED COMPENSATION. Interest on deferred compensation
shall be credited on the basis of the rate of interest for ten-year Treasury
Constant Maturities. 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.

3.2    ADDITIONS TO BALANCE OWING. The amount of interest added to the Deferral
Account in accordance with Section 3.1 above shall become part of the balance
owing to a Participant.

3.3    DEFERRED STOCK UNITS. Except to the extent that a Participant elects
installment options pursuant to section 2.1(B), in lieu of receiving interest on
his/her Deferred Compensation, a Participant who is an Eligible Director of the
Company 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 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.

Notwithstanding Section 1.2, if the Payment Commencement Date under Section 1.2
occurs prior to the lapse of the restrictions on deferred stock units under the
terms of the Non-Employee Directors' Long-Term Stock Incentive Plan, then the
Payment Commencement Date with respect to the restricted stock units will not
occur until the month following the lapse of such restrictions, in the same form
elected under Section 2.1.


ARTICLE IV

HARDSHIP DISTRIBUTION PROVISIONS


4.1    HARDSHIP DISTRIBUTION. A hardship distribution may be paid from a
Deferral Account upon a finding by the Compensation 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 a
Deferral Account, may be paid. The hardship distribution shall be made in a lump
sum payment. Applications for hardship distributions shall be made in writing.
The Compensation Committee shall issue a written determination with respect to
such application. Written proof of a Financial Hardship may be requested. The
Compensation Committee will also determine the date of payment for a hardship
distribution. A Participant's Deferral Account shall be reduced by the amount of
any hardship distribution.

       For purposes of this section, a Financial Hardship is any unforeseen,
unanticipated emergency caused by an event beyond the control of the Participant
which would result in severe financial hardship to the Participant if early
withdrawal were not permitted.


ARTICLE V

GENERAL

5.1    PLAN AMENDMENT AND TERMINATION. The Company's Board of Directors may
amend the Plan

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at any time and authorizes the Company's Senior Committee to make any changes of
a technical nature that it deems appropriate to carry out the terms of the Plan.
The Company's Board of Directors may terminate the Plan at any time. Upon
termination of the Plan, a Participant's Deferral Account shall be distributed
in accordance with Article II, subject to the Compensation Committee's right to
accelerate payment as provided in Section 2.4.

5.2    NO RIGHT TO CORPORATE ASSETS. 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.

5.3    LIMITATION ON RIGHTS CREATED BY PLAN. Nothing in this Plan will give a
Participant any right to continue as a Director of the Company or the Life
Company.

5.4    INTERPRETATION. This Plan will be construed, enforced and administered
according to the laws of the Commonwealth of Massachusetts.

5.5    ADMINISTRATION. The Company may adopt any rules and procedures it deems
appropriate to provide for the orderly and efficient administration of the Plan.

5.6    CHANGE OF CONTROL. For two years after a Change of Control, the Plan may
not be terminated nor may the Plan be amended if such amendment would serve to
reduce the amount of any benefit 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 of 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
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

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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,

(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 Insurance Company 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.

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