HANCOCK JOHN FINANCIAL SERVICES INC
NON-EMPLOYEE DIRECTORS LONG-TERM STOCK
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<TYPE>EX-10.14
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<FILENAME>dex1014.txt
<DESCRIPTION>NON-EMPLOYEE DIRECTORS LONG-TERM STOCK
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                                                                   Exhibit 10.14

                             NON-EMPLOYEE DIRECTORS'
                         LONG-TERM STOCK INCENTIVE PLAN

              (As Amended and Restated Effective February 11, 2002)

Section 1.  Purpose:

The Non-Employee Directors' Long-Term Stock Incentive Plan (the "Plan") has been
adopted to encourage and create significant ownership of Common Stock among the
non-employee members of the Board of Directors of the Company. Additional
purposes of the Plan include:

.     To provide meaningful incentive to outside Directors for making
substantial contributions to the Company Group's long-term business growth;

.     To closely align the interests of the outside Directors with those of
Company shareholders by providing opportunities to build significant longer term
stock ownership.

Section 2.  Definitions:

.     Award means any Stock Option or Stock Award granted under the Plan.

.     Board means the Company's Board of Directors.

.     Code means the Internal Revenue Code of 1986, as amended from time to
time.

.     Committee means a committee of not less than two non-employee members of
the Board, appointed by the Board to administer the Plan. The Committee shall be
comprised of members who qualify to administer this Plan as contemplated by both
(a) Rule 16b-3 under the 1934 Act or any successor rule and (b) Section 162(m)
of the Code.

.     Common Stock means the Common Stock of the Company.

.     Company means John Hancock Financial Services, Inc., a corporation
established under the laws of the State of Delaware.

.     Early Retirement Age means age 60 with 10 years of service as a member of
the Board of the Company or John Hancock Life Insurance Company.

.     Fair Market Value means, with respect to Common Stock, the fair market
value of such property as determined by the Committee in good faith in such
manner as shall be established by the Committee from time to time. Under no
circumstances shall the Fair Market Value be less than the par value of the
Common Stock. Any time that the Common Stock is traded on a public market, Fair
Market Value means the mean of the reported high and low sale prices of the
shares of Common Stock on the principal exchange on which the Stock is traded on
such date, or if no Common Stock is traded on such date, on the most recent date
on which Common Stock was traded, as reflected on such principal exchange.

.     Mandatory Retirement Age means the mandatory retirement age as established
by the Board from time to time.

.     Shares means shares of the Common Stock of the Company.

.     Stock Award means an Award to an Eligible Director comprised of Common
Stock or valued by reference to Common Stock granted under Section 6(a) of the
Plan.

.     Stock Option means an Award in the form of the right to purchase a
specified number of Shares at a

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specified price during a specified period. Stock Options under the Plan are not
intended to meet the requirements of Section 422 of the Code or any successor
provision.

Section 3.  Effective Dates:

The Plan shall be effective as of the date of approval of the Plan by the
Company's shareholders. No Awards may be made under the Plan after ten years
from the date of approval or earlier termination of the Plan by the Board.

Section 4.  Administration:

The Plan shall be administered by the Committee. The Committee shall have the
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing the operation of the Plan as it shall from time to time
consider advisable. The Committee shall also have full discretion to interpret
the provisions of the Plan.

Section 5.  Eligibility:

Eligibility in the Plan is limited to those outside Directors of the Company
("Eligible Directors") who either (1) have never been an employee of the Company
or the John Hancock Life Insurance Company; or (2) 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 as a Director after
retirement under the Company pension plan.

Section 6.  Stock Available for Awards:

(a)    Common Shares Available. The maximum number of Shares available for
Awards under the Plan will be 1,000,000. The Shares underlying any Awards which
are forfeited, cancelled, reacquired by the Company, satisfied without the
issuance of Common Stock or otherwise terminated (other than by exercise) shall
be added back to the Shares available for issuance under the Plan.

(b)    Adjustments. In the event of any stock dividend, stock split, combination
or exchange of Shares, merger, consolidation, spin-off or other distribution
(other than normal cash dividends) of assets to Company shareholders, or any
other change affecting Shares, such proportionate adjustments, if any, as the
Committee in its discretion may deem appropriate to reflect such change shall be
made with respect to (i) aggregate number of Shares that may be issued under the
Plan; (ii) the number of Shares covered by each outstanding Award made under the
Plan; and (iii) the option, base or purchase price per Share for any outstanding
Stock Options and other Awards granted under the Plan provided that any such
actions are consistently and equitably applicable to all affected participants.
In addition, any Shares issued by the Company through the assumption or
substitution of outstanding grants or grant commitments from an acquired entity
shall not reduce the Shares available for issuance under the Plan.

Section 7.  Awards:

(a)    Annual Board Retainer.

       (1)  Effective as of May 14, 2001, one half of the annual retainer (which
shall be determined from time to time by the Board of Directors or the
Committee) shall be paid to Eligible Directors in the form of Stock Awards.
These Stock Awards shall not be subject to any restrictions. The number of
shares of Stock Awards shall be based on the Fair Market Value of the Common
Stock as of the first day of each quarter.

       (2)  In addition, each Eligible Director may elect to utilize the cash
portion of his or her annual retainer for the purchase of Common Stock. If this
election is made, PaineWebber, Inc. (or any successor agent hereafter appointed)
acting as an independent agent, will purchase Common Stock in the open market on
behalf of the electing Director, provided that, at the option of the Committee,
in lieu of any or all such open market purchases, the Company may issue and sell
such shares of JHFS Stock as Stock Awards under this Plan with the number of
shares issued to be determined based on a price per share equal to the Fair
Market Value of a share of the JHFS Stock on the date of such payment under this
Plan.

       (3)  For Eligible Directors who elect to defer the receipt of their
annual retainers under the Deferred

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Compensation Plan for Directors of John Hancock Financial Services, Inc. (the
"Deferred Compensation Plan"), a corresponding portion of the amount deferred
shall be held for the Eligible Director's benefit under the Deferred
Compensation Plan in the form of 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 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 Common Stock, including the immediate
reinvestment of cash dividends when paid into shares of Common 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 deferred divided by the per share Fair Market Value of Common Stock on
the date any amount deferred would have been paid, but for the deferral.

       (4)  An Eligible Director who purchases Common Stock (or deferred stock
units) pursuant to subparagraph 2 or 3, above, shall be provided with matching
number of shares of JHFS Stock (or deferred stock units) equal to 25% (50% for
the first eight quarterly payments commencing after shareholder approval of this
plan) of the number of shares of Common Stock (or deferred stock units)
purchased under subparagraph 2 or 3. The additional Common Stock provided under
this subparagraph shall be referred to as Restricted Common Stock. The
additional deferred stock units ("Restricted deferred stock units") shall be
held under the Deferred Compensation Plan on behalf of the Eligible Directors.
Both the Restricted Common Stock and the Restricted deferred stock units shall
be subject to forfeiture by the Eligible Director if (i) his service as a
Director for the Company terminates within three years of the of the Award (or
the establishment of the Restricted deferred stock units), unless the
termination results from death, disability, the attainment of Mandatory
Retirement Age, or after the attainment of Early Retirement Age; or (ii) the
Eligible Director sells any of the non-deferred Common Stock which he or she
elected receive under subparagraph 2 of this section within three years of the
receipt of that stock, or transfers any of the deferred stock units which he or
she received under subparagraph 3 of this section within three years of the
establishment of those deferred stock units. Subparagraph (ii) shall not apply
for an Eligible Director who attains his or her Mandatory Retirement Age. These
restrictions will cease to apply and any Restricted Common 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.

(b)    Stock Options. For calendar year 2001, each Eligible Director shall be
given a grant of 15,000 Stock Options. Thereafter, each Eligible Director shall
be given an annual grant of 5,000 Stock Options, except that for each new
Eligible Director elected to the Board on or after May 14, 2001, such new
Eligible Director shall be entitled to a grant of 15,000 Stock Options upon his
or her election to the Board and will not be eligible for the annual grant of
5,000 Stock Options during the year of his or her election. Except for the first
year grant of Stock Options for newly hired Directors, all grants of Stock
Options under this Plan shall be made on the date of the annual meeting of the
shareholders of the Company.

The Stock Options awarded under this Plan shall have a term of five years and
shall be exercisable immediately. For an Eligible Director who has terminates
his service as a Director after having attained Early Retirement Age or because
he or she has attained Mandatory Retirement Age, any unexercised Stock Options
shall continue for the remaining period of their original term. For an Eligible
Director who terminates not having attained either Early Retirement Age or
Mandatory Retirement Age, any unexercised Stock Options shall continue for the
lesser of one year from the date of termination or the remaining period of the
original term.

A Stock Option shall confer on each Eligible Director the right to purchase the
specified number of Shares from the Company. The Committee shall establish the
option price at the time each Stock Option is awarded, provided that price shall
not be less than 100% of the Fair Market Value on the date of the grant. The
recipient of a Stock Option grant shall pay for the Shares at the time of
exercise in cash or such other forms as the Committee may approve, including
Shares valued at their Fair Market Value on the date of exercise, or in a
combination of forms. The Committee may also permit Eligible Directors to have
the option price delivered to the Company by a broker pursuant to an arrangement
whereby the Company, upon irrevocable instructions from an Eligible Director
delivers the exercised Shares to the broker.

Section 8.  General Provisions Applicable to Awards:

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(a)    Transferability. Except as permitted by the Committee in its sole
discretion, Awards under the Plan will be non-transferable and accordingly shall
not be assignable, alienable, saleable or otherwise transferable other than by
will or the laws of descent and distribution.

(b)    General Restriction. Each Award shall be subject to the requirement that,
if at any time the Committee shall determine, in its sole discretion, that the
listing, registration or qualification of any Award under the Plan upon any
securities exchange or under any state or federal law, or the consent or
approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such Award or the grant or
settlement thereof, such Award may not be exercised or settled in whole or in
part unless such listing, registration, qualification, consent or approval has
been effected or obtained free of any conditions not acceptable to the
Committee.

(c)    Grant Terms and Conditions. Subject to the other provisions of the Plan,
the Committee shall determine the provisions and duration of grants made under
this Plan, including the option prices for all Stock Options, the consideration,
if any, to be required from Eligible Directors for Stock Awards, and the
conditions under which an Eligible Director will retain rights under this Plan
in the event of the participant's termination of employment while holding any
outstanding Awards.

(d)    Tax Withholding. The Company shall have the right to deduct from any
settlement of an Award, including the delivery or vesting of Shares, made under
the Plan, a sufficient amount to cover any required withholding of any federal,
state or local taxes required by law or to take such other actions as may be
necessary to satisfy any such withholding obligations. The Committee may require
or permit Shares to be used to satisfy required tax withholding and such Shares
shall be valued at their Fair Market Value on the date the tax withholding is
effective.

(e)    Documentation of Grants. Awards made under the Plan shall be evidenced by
written agreements or such other appropriate documentation as the Committee
shall prescribe. The Committee need not require the execution of any instrument
or acknowledgment of notice of an Award under the Plan, in which case acceptance
of such Award by the respective Eligible Director will constitute agreement to
the terms of the Award.

(f)    Settlement. The Committee shall determine whether Awards are settled in
whole or in part in cash, Shares, or other Awards. The Committee may require or
permit an Eligible Director to defer all or any portion of a payment under the
Plan, including the crediting of interest on deferred amounts denominated in
cash.

(g)    Change in Control. In order to preserve an Eligible Director's rights
under an Award in the event of a change in control of the Company, the Committee
in its discretion may, at the time an Award is made or at any time thereafter,
take one or more of the following actions: (i) provide for the acceleration of
any time period relating to the exercise or realization of the Award, (ii)
provide for the purchase of the Award upon the Participant's request for an
amount of cash or other property that could have been received upon the exercise
or realization of the Award had the Award been currently exercisable or payable,
(iii) adjust the terms of the Award in a manner determined by the Committee to
reflect the change in control, (iv) cause the Award to be assumed, or new rights
substituted therefore, by another entity, or (v) make such other provisions as
the Committee may consider equitable and in the best interests of the Company.

Section 9.  Miscellaneous:

(a)    Plan Amendment. The Board may amend the Plan as it deems necessary or
appropriate to better achieve the purposes of the Plan, except that no amendment
without the approval of the Company's shareholders shall be made which would (i)
increase the total number of Shares available for issuance under the Plan; or
(ii) cause the Plan not to comply with Rule 16b-3 of the 1934 Act.

(b)    No Right to Continued Service. No person shall have any claim or right to
be granted an Award, and the grant of an Award shall not be construed as giving
an Eligible Director the right to continued service as a Director of the
Company. The Company expressly reserves the right at any time to dismiss an
Eligible Director free from any liability or claim under the Plan, except as
expressly provided by an applicable agreement or other documentation of an
Award.

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(c)    No Rights as Shareholder. Only upon issuance of Shares to an Eligible
Director (and only in respect to such Shares) shall the Eligible Director obtain
the rights of a shareholder, subject, however, to any limitations imposed by the
terms of the applicable Award.

(d)    No Fractional Shares. No fractional shares shall be issued under the
Plan. However, the Committee may provide for a cash payment as settlement in
lieu of any fractional shares.

(e)    Unfunded Plan. The Plan shall be unfunded and shall not create, or be
construed to create a trust or separate fund(s). Likewise, the Plan shall not
establish any fiduciary relationship between the Company and any Eligible
Director or other person. To the extent any person holds any rights by virtue of
an Award granted under the Plan, such right shall be no greater than the right
of an unsecured general creditor.

(f)    Successors and Assignees. The Plan shall be binding on all successors and
assignees of an Eligible Director, including, without limitation, the estate of
such Eligible Director and the executor, administrator or trustee of such
estate, or any receiver or trustee in bankruptcy or representative of the
Eligible Director's creditors.

(g)    Governing Law. The validity, construction and effect to the Plan and any
actions taken under or relating to the Plan shall be determined in accordance
with the laws of the State of Delaware and applicable federal law.

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