-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HNfppkHsXQNXRr/CxOWfFmgpX3iqkvgAgfVtQ9VZrMc62Blt4KjFkrrKtNW3YPXm gBg6X2ThOOmKgYIqW/Cfjg== 0000927016-01-000418.txt : 20010207 0000927016-01-000418.hdr.sgml : 20010207 ACCESSION NUMBER: 0000927016-01-000418 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010206 EFFECTIVENESS DATE: 20010206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK JOHN FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0000736260 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 043483032 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-55064 FILM NUMBER: 1526185 BUSINESS ADDRESS: STREET 1: LAW DIVISION STREET 2: PO BOX 111 CITY: BOSTON STATE: MA ZIP: 02117 MAIL ADDRESS: STREET 1: LAW DIVISION STREET 2: PO BOX 111 CITY: BOSTON STATE: MA ZIP: 02117 S-8 1 0001.txt FORM S-8 Registration No. 333-______________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ JOHN HANCOCK FINANCIAL SERVICES, INC. (Exact name of registrant as specified in its charter) DELAWARE 04-3483032 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) JOHN HANCOCK PLACE BOSTON, MASSACHUSETTS 02117 (Address of Principal Executive Offices including Zip Code) INCENTIVE COMPENSATION PLAN FOR EMPLOYEES LONG-TERM INCENTIVE PLAN FOR SENIOR EXECUTIVES DEFERRED COMPENSATION PLAN FOR EXECUTIVES (Full title of the Plans) THOMAS E. MOLONEY CHIEF FINANCIAL OFFICER JOHN HANCOCK FINANCIAL SERVICES, INC. JOHN HANCOCK PLACE BOSTON, MASSACHUSETTS 02117 (617) 572-6000 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------- Title of Securities Proposed Maximum Proposed Offering Maximum Aggregate Amount of to be Registered Amount to be Registered Price per Share or Unit (1) Offering Price Registration Fee ---------------- ----------------------- -------------------------- ------------------ ---------------- - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 1,000,000 Shares(2) $34.835 $34,835,000 $ 8,708.75 - --------------------------------------------------------------------------------------------------------------------------- Deferred Stock Units 250,000 Units $34.835(3) $ 8,708,750 $ 2,177.19 - --------------------------------------------------------------------------------------------------------------------------- Total............................................................................................. $10,885.94 - ---------------------------------------------------------------------------------------------------------------------------
(1) Computed pursuant to Rule 457(c) and (h) solely for the purpose of determining the registration fee, and based on the average of the high and low prices per share of the Common Stock as reported on the New York Stock Exchange for January 31, 2001. (2) Each share of Common Stock includes a Series A Junior Participating Preferred Stock Purchase Right issued pursuant to our Rights Agreement. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also be deemed to cover any additional shares offered under the Plans to reflect share splits, share dividends, mergers and other capital changes. (3) Based on each Deferred Stock Unit having a value equal to one share of the Common Stock. EXPLANATORY NOTE The Registration Statement has been prepared in accordance with the requirements of Form S-8 and relates to 1,000,000 shares of Common Stock, $.01 par value per share, and 250,000 deferred stock units ("DSUs") of John Hancock Financial Services, Inc. The shares of Common Stock are registered with respect to offers of open market purchases of Common Stock either under the Company's Incentive Compensation Plan (the "ICP") or the Long-Term Incentive Plan for Senior Executives (the "LTIP"). The DSUs are registered for issuances under either the ICP or the LTIP. DSUs issued pursuant to the ICP are administered under the Company's Deferred Compensation Plan for Executives. -2- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference --------------------------------------- Incorporated by reference into this Registration Statement are the following documents heretofore filed by John Hancock Financial Services, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (a) The Company's Annual Report on Form 10-K filed on March 24, 2000; (b) The Company's Quarterly Reports on Form 10-Q filed on May 15, 2000, August 11, 2000 and November 13, 2000; and (c) The description of the Company's Common Stock, par value $.01 per share (the "Common Stock"), incorporated by reference into the Company's Registration Statement on Form 8-A filed with the Commission on January 7, 2000 from the Company's Registration Statement on Form S-1, as amended (No. 333- 87271), and any amendment or report filed for the purpose of updating such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the initial filing of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the dates of filing of such documents. Item 4. Description of Securities ------------------------- The Common Stock is registered under Section 12(b) of the Exchange Act. Deferred stock units, or DSUs, are obligations of the Company to pay deferred compensation in the future with a return on the amount of compensation deferred equal to the return that would occur if the deferred amount were used to purchase shares of the Company's Common Stock, including the immediate reinvestment of cash dividends when paid into shares of Common Stock. The DSUs are not convertible into another security of the Company and cannot be settled in or surrendered for shares of stock. Holders of DSUs have no voting rights or any attributes of stock ownership other than such equivalent economic return. DSUs cannot be settled in or surrendered for shares of stock. The number of DSUs received by each eligible participant under the Plans shall be equal to the amount deferred divided by the per share Fair Market Value (as defined in the Company's 1999 Long-Term Stock Incentive Plan) of Common Stock on the effective date of the deferral. DSUs registered for issuance hereunder are to be offered to eligible participants under the terms of either the Company's Incentive Compensation Plan (the "ICP") or Long-Term Incentive Plan for Senior Executives (the "LTIP"). DSUs issued pursuant to the ICP are administered under the Company's Deferred Compensation Plan for Executives (together with the ICP and the LTIP, the "Plans"). DSUs are held in an unfunded account for the benefit of participants. The DSUs are general unsecured obligations to pay deferred compensation as described above in accordance with the terms of the Plans from the general assets of the Company, and rank "pari passu" with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. "Pari passu" is a Latin -3- expression used in conversation by certain lawyers, accountants and other business professionals, meaning ratably or without preference. The amount of compensation deferred by each participant is determined in accordance with each participant's election. DSUs in an amount equal to each participant's deferral account (consisting of deferred compensation for a plan year and any earnings or losses in value thereon) will be payable on the withdrawal date either elected by the participant or upon the occurrence of certain events as provided under the Plans. DSUs will not have the benefit of any negative pledge or any other affirmative or negative covenant on the part of the Company. Nor will the DSUs have the benefit of any lien on any specific property of the Company. The DSUs cannot be alienated, sold, transferred, assigned, pledged, attached, garnished or otherwise encumbered, and pass only to a survivor beneficiary designated under the Plans, or as provided by the terms of the Plans. The DSUs and the earnings and losses related thereto may, in the sole discretion of the Company be held as a Company asset within a trust, including a so-called "Rabbi Trust." If a Rabbi Trust or similar trust is established, it will be intended to protect the DSUs and the return or loss thereon from being used for any purpose other than to pay the promised benefit to the participants. No participant shall have any interest in the assets of any such trust and the Company would have no further obligation with respect to amounts paid from any such trust. A Rabbi Trust or similar trust would not protect the DSUs in the event of a bankruptcy or insolvency of the Company. The Company reserves the right to amend or terminate the Plans at any time, except that no such amendment or termination shall adversely affect a participant's right to DSUs in the amount of the participant's deferral accounts as of the date of such amendment or termination. Item 5. Interests of Named Experts and Counsel -------------------------------------- The validity of the DSUs which may be issued by the Company pursuant to the Plans will be passed upon for the Company by Philip Clarkson, Vice President and Counsel for the Company. Item 6. Indemnification of Directors and Officers ----------------------------------------- The Delaware General Corporation Law (the "Delaware Law") permits a Delaware corporation to include a provision in its Certificate of Incorporation, and the Company's Restated Certificate of Incorporation so provides, eliminating or limiting the personal liability of a director to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision may not eliminate or limit the liability of a director (i) for any such of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law which makes directors personally liable for unlawful dividends or unlawful stock repurchases or redemptions. Under Delaware law, directors and officers may be indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation (a "derivative action")) if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In derivative actions, indemnification extends only to expenses (including attorneys' fees) incurred in connection with defense or settlement of such an action and, in the event such person shall have been adjudged to be liable to -4- the corporation, only to the extent that a proper court shall have determined that such person is fairly and reasonably entitled to indemnity for such expenses. The Company's By-Laws provide that directors and officers shall be, and at the discretion of the Board of Directors, nonofficer employees may be, indemnified by the Company to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred in connection with service for or on behalf of the Company and further permits the advancing of expenses incurred in defending claims. The Bylaws also provide that the right of directors and officers to indemnification shall be a contract right and shall not be exclusive of any other right now possessed or hereafter acquired under any Bylaw, agreement, vote of stockholders or otherwise. The Company's Certificate of Incorporation contains a provision permitted by Delaware law that generally eliminates the personal liability of directors for monetary damages for breaches of their fiduciary duty, including breaches involving negligence or gross negligence in business combinations, unless the director has breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or a knowing violation of law, paid a dividend or approved a stock repurchase in violation of the Delaware General Corporation Law or obtained an improper personal benefit. This provision does not alter a director's liability under the Federal securities laws. In addition, this provision does not affect the availability of equitable remedies, such as an injunction or rescission, for breach of fiduciary duty. The Company maintains directors' and officers' reimbursement and liability insurance pursuant to standard form policies. The risks covered by such policies include certain liabilities under the securities law. Item 7. Exemption from Registration Claimed ----------------------------------- Not applicable. Item 8. Exhibits -------- The Exhibit Index immediately preceding the exhibits is incorporated by reference. Item 9. Undertakings ------------ (a) The undersigned Company hereby undertakes (1) To file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to: (i) include any Prospectus required by Section 10(a)(3) of the Securities Act of 1933, unless the information is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; (ii) reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement, unless the information is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; (iii) include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. -5- (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To file a post-effective amendment to remove from registration any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -6- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the 5th day of February, 2001. JOHN HANCOCK FINANCIAL SERVICES, INC. By: /s/ David F. D'Alessandro ------------------------------- David F. D'Alessandro President and Chief Executive Officer Each person whose signature appears below does hereby make, constitute and appoint Thomas E. Moloney and Wayne A. Budd and each of them with full power without the other to act as his or her true and lawful attorney-in-fact and agent, in his or her name, place and stead to execute on his or her behalf, as an officer and/or director of John Hancock Financial Services, Inc. (the "Company"), the Registration Statement of the Company on Form S-8 (the "Registration Statement") for the registration of shares of the Company's common stock, par value $0.01, and deferred stock units in connection with and any and all amendments (including post-effective amendments) to the Registration Statement, and file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"), and any and all other instruments which either of said attorneys-in-fact and agents deems necessary or advisable to enable the Company to comply with the Act, the rules, regulations and requirements of the SEC in respect thereof, and the securities or Blue Sky laws of any State or other governmental subdivision, giving and granting to each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever necessary or appropriate to be done in and about the premises as fully to all intents as he or she might or could do if personally present at the doing thereof, with full power of substitution and resubstitution, hereby ratifying and confirming all that his or her said attorneys-in-fact and agents or substitutes may or shall lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures Title Date /s/ Stephen L. Brown Chairman of the Board of Directors February 5, 2001 ---------------------------- Stephen L. Brown /s/ David F. D' Alessandro President, Chief Executive Officer February 5, 2001 ---------------------------- David F. D' Alessandro and Director /s/ Wayne A. Budd Executive Vice President February 5, 2001 ---------------------------- Wayne A. Budd
-7- Director February 5, 2001 ---------------------------- Samuel W. Bodman /s/ I. MacAllister Booth Director February 5, 2001 ---------------------------- I. MacAllister Booth /s/ John M. Connors, Jr. Director February 5, 2001 ---------------------------- John M. Connors, Jr. Director February 5, 2001 ---------------------------- Robert E. Fast /s/ Kathleen Foley Feldstein Director February 5, 2001 ---------------------------- Kathleen Foley Feldstein /s/ Nelson S. Gifford Director February 5, 2001 ---------------------------- Nelson S. Gifford /s/ Michael C.Hawley Director February 5, 2001 ---------------------------- Michael C. Hawley /s/ Edward H. Linde Director February 5, 2001 ---------------------------- Edward H. Linde Director February 5, 2001 ---------------------------- Judith A. McHale /s/ R. Robert Popeo Director February 5, 2001 ---------------------------- R. Robert Popeo /s/ Richard F. Syron Director February 5, 2001 ---------------------------- Richard F. Syron /s/ Robert J. Tarr, Jr. Director February 5, 2001 ---------------------------- Robert J. Tarr, Jr.
-8- EXHIBITS INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 5 Opinion of Philip Clarkson, John Hancock Financial Services, Inc. Vice President and Counsel (filed herewith). 10.1 Incentive Compensation Plan for Employees (as effective February 5, 2001) (filed herewith). 10.2 Long-Term Incentive Plan for Senior Executives (as effective February 5, 2001) (filed herewith). 10.3 Deferred Compensation Plan for Executives (as effective February 5, 2001) (filed herewith). 23.1 Consent of Ernst & Young LLP (filed herewith). 23.2 Consent of Philip Clarkson, John Hancock Financial Services, Inc. Vice President and Counsel (included in Exhibit 5). 24 Power of Attorney (filed herewith - see pages 7-8 of the Registration Statement). EX-5 2 0002.txt OPINION OF PHILIP CLARKSON, ESQ. Exhibit No. 5 ------------- February 5, 2001 John Hancock Financial Services, Inc. John Hancock Place Boston, Massachusetts 02117 Dear Sirs: I have acted as counsel to John Hancock Financial Services, Inc, a Delaware corporation (the "Company"), and I have participated in the preparation of the Registration Statement on Form S-8 (the "Registration Statement") to be filed under the Securities Act of 1933 (the "Act") relating to 1,000,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock") to be offered and/or issued pursuant to the Company's Incentive Compensation Plan, the Long-Term Incentive Plan for Senior Executives (the "LTIP") and an aggregate of 250,000 deferred stock units ("DSUs") issuable pursuant to the ICP or the LTIP (together, the "Plans"). I am familiar with the written documents which comprise the Plans, and in rendering the opinion expressed below, I have examined and are relying on originals, or copies certified or otherwise identified to my satisfaction, of such other corporate records, documents, certificates or other instruments, as in my judgment are necessary or appropriate as a basis for such opinion. Based on the foregoing, I am of the opinion that DSUs which may be issued by the Company pursuant to the Plans have been duly authorized and when purchased in accordance with the terms of the Plans will be validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement. In giving such consent, I do not hereby admit that I am within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Philip Clarkson -------------------------- Philip Clarkson Vice President and Counsel EX-10.1 3 0003.txt INCENTIVE COMPENSATION PLAN FOR EMPLOYEES Exhibit 10.1 INCENTIVE COMPENSATION PLAN FOR EMPLOYEES OF JOHN HANCOCK FINANCIAL SERVICES, INC. (As Amended and Restated as of February 5, 2001) Section 1. Appropriation ------------- At a December meeting of the Policy Committee in each year, the Policy Committee may, for purposes of this Plan, appropriate a sum of money, not in excess of an amount reflecting the extent to which the goals previously determined by the Directors' Compensation Committee (the "Committee") shall have been attained for such year, as an amount to be allocated as hereinafter provided among Eligible Employees (as defined below) as compensation in addition to their salaries for services rendered by them during such year. Section 2. Goals ----- The Directors' Compensation Committee, in consultation with the Chairman of the Board and the President, shall establish goals for each year as early as is practicable therein. Immediately following the end of each year, the Chairman and the President will report to the Committee on the Company's performance during such year and the extent to which goals have been attained, and, on the basis of its findings in such respect, the Committee shall adjust and finalize the appropriation described in Section 1. In establishing goals and finalizing such appropriation, 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. Section 3. Eligibility and Classes ----------------------- a. As used in this Plan, the term "Eligible Employee" for any year shall mean any person who (i) on the last day of the final pay cycle of the calendar year or (ii) on the last day of the calendar month preceding the date within such year of such person's death or retirement was a salaried employee of the Company or John Hancock Life Insurance Company in one of the classes described in paragraph c. of this Section, and who, on whichever of such dates was applicable, was not an eligible participant in either another incentive compensation plan or arrangement approved by either the Directors' Compensation Committee or the Senior Committee (other than the Long-Term Incentive Compensation Plan for Senior Executives or the John Hancock Financial Services, Inc. 1999 Long-Term Stock Incentive Plan), or an individual incentive compensation arrangement for employees primarily in sales roles, approved by Sector Heads. b. The Committee may in its discretion exclude any otherwise Eligible Employee from receiving an allocation under this Plan for any year if, not later than the date on which allocations for such year are finally approved, the Committee has recommended or approved supplemental compensation in lieu thereof for such individual for the year of exclusion. c. 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 of the Board Class 2. President and CEO Class 3. Chief Investment Officer and Executive Vice President - Retail Class 4. Chief Financial Officer Class 5. Policy Committee Members not in Classes 1, 2, 3 or 4 Class 6. All Senior Vice Presidents Class 7. All Vice Presidents Class 8. All Second Vice Presidents Class 9. Employees in Grades E2 - E4 not in Class 14 Class 10. Employees in Grade E not in Class 14 Class 11. Employees in Grade D not in Class 15 Class 12. Employees in Grades A - C not in Class 16 Class 13. All other employees except those who are: (a) part time or temporary, (b) Marketing Representatives, (c) Agency or Sales Managers, (d) in the General Agency System, or (e) in Class 17. Individuals who are either in Information Technology Services ("ITS") or assigned to Investors Partner Life Insurance Company ("IPL") and who are also on the Programming/Systems Salary Ranges ("P/S Salary Ranges") shall be members 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 14. Employees in Grade E who are in ITS or IPL and on P/S Salary Ranges. Class 15. Employees in Grade D who are in ITS or IPL and on P/S Salary Ranges. Class 16. Employees in Grade A - C who are in ITS or IPL and on P/S Salary Ranges. Class 17. Employees in Grade 13 - 16 who are in ITS or IPL and on P/S Salary Ranges. Section 4. Target Awards ------------- The average or target award for each class shall be as follows: Class 1. Chairman of the Board 100% of Salary Class 2. President and CEO 100% of Salary Class 3. Chief Investment Officer and Executive Vice President - Retail 70% of Salary Class 4. Chief Financial Officer 60% of Salary Class 5. Policy Committee Members 60% of Salary not in Classes 1, 2, 3 or 4 Class 6. All Senior Vice Presidents 50% of Salary Class 7. All Vice Presidents 40% of Salary Class 8. All Second Vice Presidents 35% of Salary Class 9. Employees in Grades E2 - E4 25% of Salary not in Class 14 Class 10. Employees in Grade E not in 20% of Salary Class 14 Class 11. Employees in Grade D not in 15% of Salary Class 15 Class 12. Employees in Grades A - C 10% of Salary not in Class 16 Class 13. All other employees except those 5% of Salary who are: (a) part time or temporary, (b) Marketing Representatives, (c) Agency or Sales Managers, (d) in the General Agency System, or (e) in Class 17 Class 14. Employees in Grade E who are 25% of Salary in ITS or IPL and on P/S Salary Ranges Class 15. Employees in Grade D who are 20% of Salary in ITS or IPL and on P/S Salary Ranges Class 16. Employees in Grades A - C who are 15% of Salary in ITS or IPL and on P/S Salary Ranges Class 17. Employees in Grades 13 - 16 who 10% of Salary are in ITS or IPL and on P/S Salary Ranges Section 5. Allocation ---------- Any amount appropriated pursuant to Section 1 shall, as soon as is practicable after the end of the year, be allocated among such Eligible Employees and in such amounts as shall have been determined: a. in the case of members of Classes 1 through 5, by the Committee; with ratification by the Board of Directors; b. in the case of members of Class 6, by the Committee; c. in the case of members of Classes 7 and 8, by the Senior Committee of the Company; and d. in the case of members of all other Classes, by the officers having personnel authority over such employees, acting in each case in accordance with the principles of the Plan as approved by the Committee, and in consultation with the Chairman of the Board and the President. 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. 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, Eligible Employees in Classes 6 through 8, or in Classes 1 through 5, respectively, 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 under this Plan to purchase shares of the common stock of the Company ("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. If this election is made, 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. 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 Company's 1999 Long-Term Stock Incentive Plan) of JHFS Stock on the effective date of the deferral. c. An Eligible Employee in Classes 1 through 8 who elects to purchase JHFS Stock (or deferred stock units) pursuant to paragraph a of this Section 6 shall be provided with a matching amount of JHFS Stock (or deferred stock units) equal to 25% (50% in the years 2000 and 2001 for Eligible Employees in Classes 6 through 8, and 50% in the years 2001 and 2002 for Eligible Employees in Classes 1 through 5) of the amount of JHFS Stock (or deferred stock units) purchased under paragraph a. The additional JHFS Stock provided under this paragraph ("Restricted JHFS Stock") shall be provided under the terms of the John Hancock Financial Services, Inc. 1999 Long-Term Stock Incentive 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 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. 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. d. For Eligible Employees in Classes 1 through 5 who purchased JHFS Stock in the preceding calendar year 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 purchased in the preceding calendar year 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 cost basis of such JHFS Stock. 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: John Hancock Financial Services, Inc. Employee Welfare Plan (only Group Life Insurance, Group Accidental Death and Dismemberment Insurance and Group Survivor Income Insurance), the John Hancock Financial Services, Inc. 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 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 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. c. The Senior Committee may amend the Plan as to matters which are not reserved to the Board or the Committee and which do not affect the target awards or compensation for Classes 1 through 8, inclusive. EX-10.2 4 0004.txt LONG-TERM INCENTIVE PLAN FOR SENIOR EXECUTIVES Exhibit 10.2 LONG-TERM INCENTIVE PLAN FOR SENIOR EXECUTIVES (As Amended and Restated as of February 5, 2001) 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. 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. 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 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. 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- 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 behalf of the electing Participant. 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. 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 amount 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 amount 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 John Hancock Financial Services, Inc. 1999 Long-Term Stock Incentive 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. 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 purchased JHFS Stock in the preceding calendar year 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 during the preceding calendar year 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 Policy Committee member shall be equal to the cost basis of such JHFS Stock. 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 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, anticipated 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. 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 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 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. EX-10.3 5 0005.txt DEFERRED COMPENSATION PLAN FOR EXECUTIVES Exhibit 10.3 DEFERRED COMPENSATION PLAN FOR EXECUTIVES OF THE JOHN HANCOCK FINANCIAL SERVICES, INC. (As Amended and Restated as of February 5, 2001) ARTICLE I --------- DEFERRAL OF COMPENSATION ------------------------ 1.1 PURPOSE AND ELIGIBILITY. This Deferred Compensation Plan for Executives of ----------------------- the John Hancock Financial Services, Inc. ("the Plan") is adopted in order to allow each eligible employee 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. Each employee who is a Senior Officer of the Company or the Life Company, or who is in Job Grade E-2, E-3 or E-4, is eligible to participate in the Plan. An eligible employee may participate in the Plan by executing an Irrevocable Election as set forth below. "Participant" shall refer to any eligible employee 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 (and substantially in the form of Exhibit 1A hereto) 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 one of the following events occurs: a. termination of all services as an employee of the Company and any of its subsidiaries or affiliates for any reason including retirement, b. attainment of age 65 or earlier retirement. B. Any employee 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 substantially in the form of Exhibit 1B hereto) and such Irrevocable Election shall be effective only as to base salary earned after the effective date of the election during the remainder of the year. Such an employee 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 5.3. D. Failure to file an Irrevocable Election shall be deemed to be an election to receive all Compensation in cash. 1.3 COMPENSATION. Compensation shall consist of base salary and any annual ------------ bonus payable under the Incentive Compensation Plan for Employees of John Hancock Financial Services, Inc. ("ICP") or the Company's Incentive Compensation for Investment Professionals Plan ("ICIP"). 1.4 AMOUNT OF DEFERRAL. Except as provided in Section 1.2(B), each Participant ------------------ may elect to defer either a whole percentage, not in excess of 30%, of base salary or a whole percentage, not in excess of 30%, of annual bonus or both. ARTICLE II ---------- DISTRIBUTION OF DEFERRED COMPENSATION ------------------------------------- 2.1 DISTRIBUTION OF DEFERRED COMPENSATION. A Participant shall irrevocably ------------------------------------- elect during the year preceding the year of distribution, on a form provided by the Company (and substantially in the form of Exhibit 1C hereto), one of the following methods of distribution: (1) lump sum, or (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 January 1 of the year of distribution and terminate no later than twenty (20) years from January 1 of the year of distribution. In the event a Participant fails to make this election, payment shall be made in the form of a lump sum. 2.2 BENEFICIARIES; PAYMENT ON DEATH. A Participant may designate on a form ------------------------------- provided by the Company (and substantially in the form of Exhibit 1D hereto) 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. ARTICLE III ----------- INTEREST ON DEFERRAL ACCOUNT; DEFERRED STOCK UNITS -------------------------------------------------- 3.1 INTEREST ON DEFERRED COMPENSATION. Interest on deferred base salary shall --------------------------------- be credited in accordance with this paragraph: A. At the end of each calendar quarter prior to the year distribution commences, a Participant's Deferral Account shall be increased by an amount of interest, determined for the quarter on the basis of the rate of interest for ten-year Treasury Constant Maturities as of the third Friday of the last month of the quarter and credited on the average amount in the Participant's Deferral Account during that quarter excluding any amount of deferred annual bonus attributable to the prior calendar year's performance. B. At the end of each calendar quarter prior to the year distribution commences, a Participant's Deferral Account shall be increased by an additional amount of interest, determined for the quarter on the basis of the rate of interest for ten-year Treasury Constant Maturities as of the third Friday of the last month of the quarter and credited on any amount of deferred annual bonus attributable to the prior calendar year's performance for the number of months such amount was in the Participant's Deferral Account during that quarter. 3.2 INTEREST ON ANNUAL INSTALLMENT PAYMENTS. Annual installment payments made --------------------------------------- pursuant to Section 2.1 shall be made in January of each year, and the Deferral Account of any Participant receiving such installment payments shall be reduced by the amount of any such payments made. At the end of each calendar quarter following the commencement of annual installment payments, a Participant's Deferral Account shall be increased by an amount of interest, determined for the quarter on the basis of the rate of interest for ten-year Treasury Constant Maturities as of the third Friday of the last month of the quarter and credited on the average amount in the Participant's Deferral Account during that quarter. 3.3 ADDITIONS TO BALANCE OWING. The amount of interest added to the Deferral -------------------------- Account in accordance with Sections 3.1 and 3.2 above shall become part of the balance owing to a Participant. 3.4 INTEREST ON LUMP SUM. In the case of a lump sum payment of Deferred -------------------- Compensation pursuant to Section 2.1: A. Payments made prior to January 31 of a calendar year shall not receive interest. B. Payments made after January 31 will be increased by an amount equal to the product of (1) times (2), where: (1) is the average rate of interest for ten-year Treasury Constant Maturities for that portion of the year preceding the distribution; and (2) is one-half the sum of (a) plus (b), where (a) is the balance in the Deferral Account on January 1 of such year and (b) is the balance in the Deferral Account on the last day of the month preceding the distribution. 3.5 INTEREST IN THE EVENT OF HARDSHIP DISTRIBUTION. Notwithstanding the ---------------------------------------------- foregoing sections of this Article, interest payable on the Deferral Account of any Participant who has received a hardship distribution pursuant to Article IV below shall be reduced to reflect the timing and amount of such distribution. 3.6 ADMINISTRATIVE PROCEDURES. 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. 3.7 DEFERRED STOCK UNITS. In lieu of receiving interest on deferred -------------------- Compensation payable under ICP or ICIP, a Participant may elect to invest his deferred Compensation in the form of deferred stock units of the Company in accordance with the terms of ICP or ICIP. 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. ARTICLE IV ---------- HARDSHIP DISTRIBUTION PROVISIONS -------------------------------- 4.1 HARDSHIP DISTRIBUTION. A hardship distribution may be paid from a Deferral --------------------- Account 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 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 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 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. The Plan may be amended by the Company's Compensation -------------- Committee or Board of Directors at any time. 5.2 PLAN TERMINATION. The Company's Compensation Committee or 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 5.3 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. 5.4 LIMITATION ON RIGHTS CREATED BY PLAN. Nothing in this Plan will give a ------------------------------------ Participant any right to continue as an employee of the Company. 5.5 INTERPRETATION. This Plan will be construed, enforced and administered -------------- according to the laws of the Commonwealth of Massachusetts. 5.6 ADMINISTRATION. The Company may adopt any rules and procedures it deems -------------- appropriate to provide for the orderly and efficient administration of the Plan. 5.7 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")) 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. EX-23.1 6 0006.txt CONSENT OF ERNST & YOUNG LLP Exhibit 23.1 ------------ Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Incentive Compensation Plan, the Long-Term Incentive Plan for Senior Executives and the Deferred Compensation Plan for Executives of John Hancock Financial Services, Inc. of our report dated February 3, 2000, with respect to the consolidated financial statements and schedules of John Hancock Financial Services, Inc. included in its Annual Report (Form 10-K No. 1-15607) for the year ended December 31, 1999 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP --------------------------- ERNST & YOUNG LLP Boston, Massachusetts February 5, 2001 -----END PRIVACY-ENHANCED MESSAGE-----