Exhibit 10.16

            DEFERRED EQUITY RIGHTS PROGRAM FOR NON-EMPLOYEE DIRECTORS

                                       OF

                      JOHN HANCOCK FINANCIAL SERVICES, INC.

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

In addition to the annual retainer and meeting fees, eligible Directors will be
entitled to deferred equity rights under this Deferred Equity Rights Program for
Directors of John Hancock Financial Services, Inc. (the "Deferred Rights
Program") with payment deferred until the Payment Date.

Section I.  Effective Date:  January 1, 1997

Section II.  Eligibility:

Eligibility in the Plan is limited to those outside Directors of the Company or
John Hancock Life Insurance Company who either (1) have never been an employee
of the Company or the John Hancock Life Insurance Company; or (2) who have
served on the Policy Committee of the Company or the John Hancock Life Insurance
Company and who continue to serve on the Board of Directors of the Company or
John Hancock Life Insurance Company as a Director after retirement under the
Company pension plan.

An Eligible Director who has, as of the Effective Date, attained an age that is
within 5 years of his or her mandatory retirement age can elect not to
participate in the Deferred Equity Rights Program and to continue to participate
in the Deferred Compensation Program for Directors of John Hancock Financial
Services, Inc., as established by a Vote of the Board of Directors on February
13, 1984 and subsequently amended (the "Deferred Compensation Program"). Those
Directors who, as of the Effective Date, either have not attained an age that is
within 5 years of mandatory retirement or have attained such age but who elect
to participate in the Deferred Equity Rights Program, will cease to participate
in the Deferred Compensation Program as of the Effective Date.

Section III.  Annual Equity Rights:

An amount equal to 50% of the Director's annual Board Meetings retainer in
effect as of January 1st of each year, beginning on the Effective Date, shall be
added to each Eligible Director's Equity Rights Account. Except for Eligible
Directors who retire prior to May 14, 2001, the effective date of the
Non-Employee Directors' Long-Term Stock Incentive Plan, annual Equity Rights
under this Plan shall cease, effective as of December 31, 2000. For Eligible
Directors who retire during the calendar year 2001 but prior to May 14, 2001,
the effective date of the Non-Employee Directors' Long-Term Stock Incentive
Plan, a final Equity Rights shall be awarded under this Plan for the year 2001.

Section IV.  Earnings on Equity Rights:

For each Eligible Director who is a member of the Board of Directors on December
31st of any year, the value of his or her Equity Rights Account shall be
adjusted (up or down) as of such date by an amount equal to the Company's return
on equity, as determined by the Compensation Committee, for that year.

Notwithstanding the above, effective as of February 5, 2001, the entire balance
of the Equity Rights Account of each Eligible Director shall be invested 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 the
Company's Deferred Compensation Plan for Directors that provide a return on the
deferred amount equal to the return that would occur if the deferred amount were
actually used to purchase shares of the Company's common stock ("JHFS Stock"),
including the immediate reinvestment of cash dividends when paid into shares of
JHFS Stock. Holders of deferred stock units have no voting rights or any



attributes of stock ownership other than such equivalent economic return. The
number of deferred stock units received by each Eligible Director under this
paragraph shall be equal to the amount in the Equity Rights Account 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 February 5, 2001.

Section V.  Payment Date:

Unless a Director elects one of the deferral options described below, the total
amount in a Director's Equity Rights Account shall become payable in the year
following the year of the Director's death, retirement, resignation, or becoming
permanently disabled, as determined by the Company (the "Payment Date").

Section VI.  Deferral or Waiver Options:

An Eligible Director may elect at any time prior to the end of the calendar year
that is at least 12 months prior to the Payment 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 Date and terminating no later than twenty (20) years from such
date.

In the event an Eligible Director 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, an Eligible
Director may irrevocably elect to waive the receipt of all or part of his or her
Equity Rights 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 Eligible Director agrees to waive part or all of the his or her rights to
his or her Equity Rights Account in exchange for the purchase by the Company
(after the Eligible Director terminates his service as a Director of the
Company) of a split dollar life insurance policy insuring the life of the
Eligible Director or the joint lives of the Eligible Director and his or her
spouse. The form of the life insurance policy shall be as mutually agreed to by
the Eligible Director and the Company. If the Eligible Director elects this
waiver, all rights with respect to his or her Equity Rights 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.


Section VII.  Interest on Equity Rights Accounts:

Upon the retirement or resignation of an Eligible Director, his or her Equity
Rights Account will cease to be subject to the adjustment based on the Company's
return on equity, or deferred stock units, described above. Instead, the amount
of Equity Rights payable to an Eligible Director, including amounts not yet paid
if annual installments are elected under the deferral option described above,
shall be increased based on the interest rate on 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.


Section VIII.  Survivor Benefit:

In the event of the death of an Eligible Director prior to the receipt of any or
all payments due under the Deferred Equity Rights Program, any remaining
payments shall be paid to the beneficiary designated by the Eligible Director on
a form provided by the Company. If no designated beneficiary is then living, any
remaining payments shall be paid to the Director's estate. Such payment to the
beneficiary or estate shall be a single payment equal to the value of the
Director's remaining Equity Rights Account.

Section IX.  Amendment and Termination:

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The Company's Board of Directors may amend or terminate the Deferred Equity
Rights Program 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 Deferred Equity Rights Program.

The Company will not be required to reserve or otherwise set aside funds to meet
the obligations under the Deferred Equity Rights Program and such obligations
shall not be assignable by any Director or beneficiary.

Notwithstanding the above, for two years after a Change of Control occurs, the
Deferred Equity Rights Program may not be terminated, nor may the Deferred
Equity Rights Program be amended if such amendment would serve to reduce the
amount of benefits provided under this Deferred Equity Rights Program below the
amount that would have been payable on the date immediately preceding the date
the Change of Control occurred or in any way adversely affect the rate or amount
of benefit vesting or benefit accrual as compared to the rate or amount of
benefit vesting or benefit accrual in effect on the date immediately preceding
the date the Change of Control occurred.

A "Change of Control" shall be deemed to have occurred if:

(i) any Person (as defined below) has acquired, "beneficial ownership" (within
the meaning of Rule 13d-3, as promulgated under Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), 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 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,

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(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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