<DOCUMENT>
<TYPE>EX-99.77M MERGERS
<SEQUENCE>5
<FILENAME>merger3.txt
<DESCRIPTION>AGRMNT AND PLAN OF REORG - PATRIOT PREM DIV FUND I
<TEXT>

                      AGREEMENT AND PLAN OF REORGANIZATION

In order to consummate the Reorganization (as defined in Section 1(b) below) and
in  consideration  of the promises and the covenants and agreements  hereinafter
set forth,  and  intending to be legally  bound,  John Hancock  Patriot  Premium
Dividend  Fund I, a  Massachusetts  business  trust and a registered  closed-end
investment  company,  File No.  811-06182  (the "Target  Fund") and John Hancock
Patriot  Premium  Dividend Fund II (the  "Acquiring  Fund" and together with the
Target Fund,  the  "Funds"),  a  Massachusetts  business  trust and a registered
closed-end investment company, File No. 811-05908, each hereby agree as follows:

1.   Representations and Warranties of the Acquiring Fund
The Acquiring Fund  represents and warrants to, and agrees with, the Target Fund
that:

     (a) The Acquiring Fund is a Massachusetts business trust, with transferable
     shares,  duly organized,  validly  existing under,  and in good standing in
     conformity with, the laws of The Commonwealth of Massachusetts, and has the
     power to own all of its assets and to carry out its obligations  under this
     Agreement.  The Acquiring Fund has all necessary  federal,  state and local
     authorizations to carry on its business as it is now being conducted and to
     carry out this Agreement.

     (b) The Acquiring Fund is duly registered under the Investment  Company Act
     of  1940,  as  amended  (the  "1940  Act")  as  a  diversified,  closed-end
     management investment company and such registration has not been revoked or
     rescinded and is in full force and effect.  The Acquiring  Fund has elected
     and qualified for the special tax treatment afforded  regulated  investment
     companies  ("RICs") under Section 851 of the Internal Revenue Code of 1986,
     as amended  (the  "Code") at all times since its  inception  and intends to
     continue  to  so  qualify   until   consummation   of  the   reorganization
     contemplated hereby (the "Reorganization") and thereafter.

     (c) The  Acquiring  Fund has  furnished  the Target Fund with the Acquiring
     Fund's Annual Report to Shareholders  for the fiscal year ended October 31,
     2006, and the audited financial statements  appearing therein,  having been
     audited  by  PricewaterhouseCoopers   LLP,  independent  registered  public
     accounting  firm,  fairly  present the financial  position of the Acquiring
     Fund as of the respective  dates  indicated,  in conformity with accounting
     principles  generally accepted in the United States applied on a consistent
     basis.

     (d) An  unaudited  statement  of  assets,  liabilities  and  capital of the
     Acquiring  Fund and an unaudited  schedule of  investments of the Acquiring
     Fund,  each as of the  Valuation  Time (as defined in Section  3(e) of this
     Agreement),  will be  furnished  to the  Target  Fund,  at or  prior to the
     Closing  Date (as  defined  in Section  7(a)  herein),  for the  purpose of
     determining  the number of Acquiring  Fund Common Shares and Acquiring Fund
     DARTS  (each as defined in Section  1(l)  herein) to be issued  pursuant to
     Section  3(a) of this  Agreement;  each will fairly  present the  financial
     position of the Acquiring Fund as of the Valuation Time in conformity  with
     generally accepted accounting principles applied on a consistent basis.


<PAGE>

     (e) The  Acquiring  Fund has full  power and  authority  to enter  into and
     perform its obligations under this Agreement.  The execution,  delivery and
     performance  of this  Agreement  has been duly  authorized by all necessary
     action of its Board of Trustees, and this Agreement constitutes a valid and
     binding contract  enforceable in accordance with its terms,  subject to the
     effects of bankruptcy,  insolvency,  moratorium,  fraudulent conveyance and
     similar laws relating to or affecting creditors' rights generally and court
     decisions with respect thereto.

     (f)  There  are no  material  legal,  administrative  or other  proceedings
     pending or, to the knowledge of the Acquiring Fund,  threatened  against it
     which  assert  liability  on  the  part  of the  Acquiring  Fund  or  which
     materially affect its financial  condition or its ability to consummate the
     Reorganization.  The Acquiring  Fund is not charged with or, to the best of
     its  knowledge,  threatened  with any  violation  or  investigation  of any
     possible violation of any provisions of any federal,  state or local law or
     regulation or administrative ruling relating to any aspect of its business.

     (g)  The  Acquiring  Fund  is not  obligated  under  any  provision  of its
     Declaration of Trust dated September 26, 1989, as amended,  or its by-laws,
     as  amended,  and is not a party to any  contract  or other  commitment  or
     obligation,  and is not  subject  to any order or  decree,  which  would be
     violated by its execution of or performance  under this  Agreement,  except
     insofar as the Funds have  mutually  agreed to amend such contract or other
     commitment or  obligation  to cure any  potential  violation as a condition
     precedent to the Reorganization.

     (h) There are no material contracts outstanding to which the Acquiring Fund
     is a party that have not been disclosed in the N-14 Registration  Statement
     (as  defined  in  subsection  (k)  below)  or that  will not  otherwise  be
     disclosed to the Target Fund prior to the Valuation Time.

     (i) The  Acquiring  Fund has no known  liabilities  of a  material  amount,
     contingent  or  otherwise,  other than  those  shown on its  statements  of
     assets,  liabilities and capital referred to in subsection (c) above, those
     incurred in the ordinary  course of its business as an investment  company,
     and  those  incurred  in  connection  with  the  Reorganization.  As of the
     Valuation  Time,  the Acquiring Fund will advise the Target Fund in writing
     of all known liabilities,  contingent or otherwise, whether or not incurred
     in the ordinary  course of  business,  existing or accrued as of such time,
     except to the extent disclosed in the financial  statements  referred to in
     subsection (c) above.

     (j) No consent, approval, authorization or order of any court or government
     authority or self-regulatory  organization is required for the consummation
     by the Acquiring Fund of the Reorganization, except such as may be required
     under the rules of the New York Stock Exchange ("NYSE"),  Securities Act of
     1933, as amended (the "1933 Act"), the Securities  Exchange Act of 1934, as
     amended (the "1934 Act") and the 1940 Act or state  securities  laws (which
     term as used herein shall  include the laws of the District of Columbia and
     Puerto Rico).


                                       2
<PAGE>

     (k) The  registration  statement  filed by the Acquiring Fund on Form N-14,
     which  includes the proxy  statement  of the Target Fund and the  Acquiring
     Fund with respect to the transactions contemplated herein (the "Joint Proxy
     Statement/Prospectus"),  and any supplement or amendment  thereto or to the
     documents  therein  (as  amended or  supplemented,  the "N-14  Registration
     Statement"),  on its  effective  date,  at the  time  of the  shareholders'
     meetings referred to in Section 8(a) and Section 9(a) of this Agreement and
     at the  Closing  Date,  insofar as it relates to the  Acquiring  Fund,  (i)
     complied or will comply in all material respects with the provisions of the
     1933  Act,  the 1934 Act and the 1940  Act and the  rules  and  regulations
     thereunder,  and (ii) did not or will not contain any untrue statement of a
     material  fact or omit to state any  material  fact  required  to be stated
     therein or necessary to make the statements therein not misleading; and the
     Joint  Proxy  Statement/Prospectus  included  therein  did not or will  not
     contain  any  untrue  statement  of a  material  fact or omit to state  any
     material fact necessary to make the statements therein, in the light of the
     circumstances  under  which  they  were  made,  not  misleading;  provided,
     however,  that the  representations  and warranties in this subsection only
     shall  apply to  statements  in or  omissions  from  the N-14  Registration
     Statement  made  in  reliance  upon  and  in  conformity  with  information
     furnished by the Acquiring Fund for use in the N-14 Registration Statement.

     (l) The Acquiring Fund is authorized to issue an unlimited number of common
     shares of beneficial  interest,  no par value (the  "Acquiring  Fund Common
     Shares"),  and an  unlimited  number  of  preferred  shares  of  beneficial
     interest,  no par value.  The Board of Trustees of the  Acquiring  Fund has
     designated  598  preferred  shares  as  Dutch  Auction  Rate   Transferable
     Securities,   Series  A,  598  preferred   shares  as  Dutch  Auction  Rate
     Transferable  Securities,  Series B, 685 preferred  shares as Dutch Auction
     Rate  Transferable  Securities,  Series  C, 525  preferred  shares as Dutch
     Auction Rate Transferable Securities,  Series E and 600 preferred shares as
     Dutch  Auction  Rate  Transferable  Securities,   Series  F  (collectively,
     "Acquiring Fund DARTS").  Each outstanding  Acquiring Fund Common Share and
     each Acquiring Fund DARTS share is fully paid and,  nonassessable,  and has
     full  voting  rights  and no  shareholder  of the  Acquiring  Fund shall be
     entitled  to any  preemptive  or other  similar  rights.  In  regard to the
     statement  that the Acquiring  Fund Common Shares and Acquiring  Fund DARTS
     are non-assessable, it is noted that the Acquiring Fund is an entity of the
     type   commonly   known  as  a   "Massachusetts   business   trust."  Under
     Massachusetts law, shareholders could, under certain circumstances, be held
     personally liable for the obligations of the Acquiring Fund.

     (m) The Acquiring  Fund Common  Shares and the  Acquiring  Fund DARTS to be
     issued to the Target Fund  pursuant to this  Agreement  will have been duly
     authorized and, when issued and delivered pursuant to this Agreement,  will
     be legally and validly issued and will be fully paid and, nonassessable and
     will have full voting rights, and no shareholder of the Acquiring Fund will
     have any preemptive right of subscription or purchase in respect thereof.


                                       3
<PAGE>

     (n) At or prior to the Closing Date, the Acquiring Fund Common Shares to be
     transferred to the Target Fund for  distribution to the shareholders of the
     Target Fund on the Closing Date will be duly  qualified for offering to the
     public in all  states of the  United  States in which the sale of shares of
     the Funds presently are qualified, and there will be a sufficient number of
     such shares  registered  under the 1933 Act and, as may be necessary,  with
     each  pertinent  state  securities   commission  to  permit  the  transfers
     contemplated by this Agreement to be consummated.

     (o) At or  prior  to the  Closing  Date,  the  Acquiring  Fund  DARTS to be
     transferred  to the Target Fund on the Closing Date will be duly  qualified
     for offering to the public in all states of the United  States in which the
     sale of DARTS of the Target Fund presently are  qualified,  and there are a
     sufficient number of Acquiring Fund DARTS registered under the 1933 Act and
     with each  pertinent  state  securities  commission to permit the transfers
     contemplated by this Agreement to be consummated.

     (p) At or prior to the Closing Date,  the Acquiring Fund will have obtained
     any and all  regulatory,  trustee and  shareholder  approvals  necessary to
     issue the Acquiring  Fund Common Shares and the Acquiring Fund DARTS to the
     Target Fund.

     (q) The  Acquiring  Fund has filed,  or intends  to file,  or has  obtained
     extensions  to file,  all  federal,  state and local tax returns  which are
     required to be filed by it, and has paid or has obtained extensions to pay,
     all  federal,  state and local  taxes  shown on said  returns to be due and
     owing and all  assessments  received by it, up to and including the taxable
     year in which the Closing Date occurs. All tax liabilities of the Acquiring
     Fund have been adequately  provided for on its books, and no tax deficiency
     or liability of the  Acquiring  Fund has been asserted and no question with
     respect  thereto has been raised by the Internal  Revenue Service or by any
     state or local tax  authority for taxes in excess of those already paid, up
     to and including the taxable year in which the Closing Date occurs.

     (r) The Acquiring Fund has elected to qualify and has qualified as a RIC as
     of and  since  its  inception;  has been a RIC  under the Code at all times
     since the end of its first taxable year when it so qualified; qualifies and
     will  continue to qualify as a RIC under the Code;  and has  satisfied  the
     distribution  requirements  imposed  by the Code  for  each of its  taxable
     years.  The  Acquiring  Fund has not at any time since its  inception  been
     liable for,  and is not now liable  for,  and will not be liable for on the
     Closing Date, any material  income or excise tax pursuant to Section 852 or
     Section 4982 of the Code.

2.   Representations and Warranties of the Target Fund.
The Target Fund  represents and warrants to, and agrees with, the Acquiring Fund
that:

     (a) The Target Fund is a Massachusetts  business trust,  with  transferable
     shares, duly organized, validly existing in conformity with the laws of The
     Commonwealth of  Massachusetts,  and has the power to own all of its assets
     and to carry out this Agreement. The Target Fund has all necessary federal,
     state and local  authorizations to carry on its business as it is now being
     conducted and to carry out this Agreement.


                                       4
<PAGE>

     (b) The Target Fund is duly registered under the 1940 Act as a diversified,
     closed-end  management  investment  company,  and such registration has not
     been revoked or rescinded and is in full force and effect.  The Target Fund
     has elected and qualified for the special tax treatment afforded RICs under
     Section  851 of the Code at all times since its  inception,  and intends to
     continue to so qualify through its taxable year ending upon liquidation.

     (c) As used in this  Agreement,  the term "Target Fund  Investments"  shall
     mean:  (i) the  investments of the Target Fund shown on the schedule of its
     investments as of the Valuation  Time furnished to the Acquiring  Fund; and
     (ii) all other assets owned by the Target Fund or  liabilities  incurred as
     of the Valuation Time.

     (d) The Target Fund has full power and  authority to enter into and perform
     its  obligations  under  this  Agreement.   The  execution,   delivery  and
     performance  of this  Agreement  has been duly  authorized by all necessary
     action of its Board of Trustees and this Agreement  constitutes a valid and
     binding contract  enforceable in accordance with its terms,  subject to the
     effects of bankruptcy,  insolvency,  moratorium,  fraudulent conveyance and
     similar laws relating to or affecting creditors' rights generally and court
     decisions with respect thereto.

     (e) The Target Fund has furnished the Acquiring Fund with the Target Fund's
     Annual Report to Shareholders for the fiscal year ended September 30, 2006,
     and the audited financial statements appearing therein, having been audited
     by  PricewaterhouseCoopers  LLP,  independent  registered public accounting
     firm, and the Target Fund's  unaudited  Semi-Annual  Report to Shareholders
     dated March 31, 2007 fairly  presents the financial  position of the Target
     Fund as of the respective  dates  indicated,  in conformity with accounting
     principles  generally accepted in the United States applied on a consistent
     basis.

     (f) An unaudited statement of assets, liabilities and capital of the Target
     Fund and an unaudited  schedule of investments of the Target Fund,  each as
     of the Valuation  Time, will be furnished to the Acquiring Fund at or prior
     to the Closing Date for the purpose of determining  the number of shares of
     Acquiring  Fund Common Shares and Acquiring  Fund DARTS to be issued to the
     Target  Fund  pursuant  to Section 3 of this  Agreement;  each will  fairly
     present the financial  position of the Target Fund as of the Valuation Time
     in conformity with generally  accepted  accounting  principles applied on a
     consistent basis.

     (g)  There  are no  material  legal,  administrative  or other  proceedings
     pending or, to the  knowledge  of the Target  Fund,  threatened  against it
     which assert  liability on the part of the Target Fund or which  materially
     affect  its  financial   condition  or  its  ability  to   consummate   the
     Reorganization.  The Target Fund is not charged with or, to the best of its
     knowledge,  threatened with any violation or  investigation of any possible
     violation  of  any  provisions  of  any  federal,  state  or  local  law or
     regulation or administrative ruling relating to any aspect of its business.


                                       5
<PAGE>

     (h) There are no material contracts outstanding to which the Target Fund is
     a party that have not been disclosed in the N-14 Registration  Statement or
     will  not  otherwise  be  disclosed  to the  Acquiring  Fund  prior  to the
     Valuation Time.

     (i) The Target Fund is not obligated under any provision of its Declaration
     of Trust dated July 18, 1990, or its by-laws, as amended, or a party to any
     contract or other commitment or obligation, and is not subject to any order
     or decree which would be violated by its execution of or performance  under
     this  Agreement,  except insofar as the Funds have mutually agreed to amend
     such  contract or other  commitment  or  obligation  to cure any  potential
     violation as a condition precedent to the Reorganization.

     (j)  The  Target  Fund  has no  known  liabilities  of a  material  amount,
     contingent  or  otherwise,  other than  those  shown on its  statements  of
     assets,  liabilities and capital  referred to above,  those incurred in the
     ordinary course of its business as an investment company and those incurred
     in connection with the Reorganization. As of the Valuation Time, the Target
     Fund will advise the  Acquiring  Fund in writing of all known  liabilities,
     contingent or otherwise,  whether or not incurred in the ordinary course of
     business, existing or accrued as of such time.

     (k) The  Target  Fund  has  filed,  or  intends  to file,  or has  obtained
     extensions  to file,  all  federal,  state and local tax returns  which are
     required to be filed by it, and has paid or has obtained extensions to pay,
     all  federal,  state and local  taxes  shown on said  returns to be due and
     owing and all  assessments  received by it, up to and including the taxable
     year in which the Closing Date occurs.  All tax  liabilities  of the Target
     Fund have been adequately  provided for on its books, and no tax deficiency
     or  liability  of the Target Fund has been  asserted  and no question  with
     respect  thereto has been raised by the Internal  Revenue Service or by any
     state or local tax  authority for taxes in excess of those already paid, up
     to and including the taxable year in which the Closing Date occurs.

     (l) At both the Valuation  Time and the Closing Date,  the Target Fund will
     have full right, power and authority to sell, assign,  transfer and deliver
     the Target Fund  Investments.  At the  Closing  Date,  subject  only to the
     obligation to deliver the Target Fund  Investments as  contemplated by this
     Agreement,  the Target Fund will have good and  marketable  title to all of
     the Target Fund Investments, and the Acquiring Fund will acquire all of the
     Target  Fund  Investments  free  and  clear of any  encumbrances,  liens or
     security  interests and without any restrictions  upon the transfer thereof
     (except  those  imposed by the federal or state  securities  laws and those
     imperfections  of title or encumbrances  as do not materially  detract from
     the value or use of the Target Fund Investments or materially  affect title
     thereto).

     (m)  No  consent,  approval,   authorization  or  order  of  any  court  or
     governmental authority or self-regulatory  organization is required for the
     consummation by the Target Fund of the  Reorganization,  except such as may
     be  required  under  the 1933  Act,  the 1934  Act,  the  1940  Act,  state
     securities laws or the rules of the NYSE.


                                       6
<PAGE>

     (n) The N-14 Registration  Statement, on its effective date, at the time of
     the  shareholders'  meetings  called to vote on this  Agreement  and on the
     Closing Date, insofar as it relates to the Target Fund (i) complied or will
     comply in all material  respects  with the  provisions of the 1933 Act, the
     1934 Act and the 1940 Act and the rules  and  regulations  thereunder,  and
     (ii) did not or will not contain any untrue statement of a material fact or
     omit to state any material fact required to be stated  therein or necessary
     to  make  the  statements  therein  not  misleading;  and the  Joint  Proxy
     Statement/Prospectus  included  therein  did not or will  not  contain  any
     untrue  statement  of a material  fact or omit to state any  material  fact
     necessary to make the statements therein, in the light of the circumstances
     under which they were made, not  misleading;  provided,  however,  that the
     representations  and  warranties  in this  subsection  shall  apply only to
     statements in or omissions  from the N-14  Registration  Statement  made in
     reliance upon and in conformity  with  information  furnished by the Target
     Fund for use in the N-14 Registration Statement.

     (o) The  Target  Fund is  authorized  to issue full and  fractional  common
     shares of  beneficial  interest,  no par value  (the  "Target  Fund  Common
     Shares"),  and  preferred  shares  of  beneficial  interest,  no par  value
     ("Target Fund Preferred Shares"). Each outstanding Target Fund Common Share
     and  each  outstanding  Target  Fund  Preferred  Share  is  fully  paid and
     nonassessable,  and has full voting rights and no person is entitled to any
     preemptive  or other  similar  rights  with  respect to Target  Fund Common
     Shares and Target Fund  Preferred  Shares.  In regard to the statement that
     Target  Fund  Common   Shares  and  Target   Fund   Preferred   Shares  are
     non-assessable,  it is noted that the Target  Fund is an entity of the type
     commonly known as a  "Massachusetts  business  trust." Under  Massachusetts
     law,  shareholders could, under certain  circumstances,  be held personally
     liable for the obligations of the Target Fund.

     (p) All of the issued and outstanding  Target Fund Common Shares and Target
     Fund Preferred Shares were offered for sale and sold in conformity with all
     applicable federal and state securities laws.

     (q) The  books  and  records  of the  Target  Fund  made  available  to the
     Acquiring  Fund and/or its counsel are  substantially  true and correct and
     contain  no  material  misstatements  or  omissions  with  respect  to  the
     operations of the Target Fund.

     (r) The  Target  Fund  will not  sell or  otherwise  dispose  of any of the
     Acquiring  Fund Common Shares or Acquiring Fund DARTS to be received in the
     Reorganization,  except in distribution  to the  shareholders of the Target
     Fund, as provided in Section 3 of this Agreement.


                                       7
<PAGE>

     (s) The Target  Fund has elected to qualify  and has  qualified  as a "RIC"
     under the Code as of and since its inception; has been a RIC under the Code
     at all times since the end of its first  taxable year when it so qualified;
     qualifies  and will  continue  to  qualify  as a RIC under the Code for its
     taxable  year  ending  upon  its   liquidation;   and  has   satisfied  the
     distribution  requirements  imposed  by the Code  for  each of its  taxable
     years.  The Target Fund has not at any time since its inception been liable
     for, is not now liable for, and will not be liable for on the Closing Date,
     any  material  income  excise tax under  Section 852 or Section 4982 of the
     Code.

3.   The Reorganization.
     (a) Subject to receiving the requisite approvals of the shareholders of the
     Acquiring  Fund and the Target Fund,  and to the other terms and conditions
     contained herein, the Target Fund agrees to convey, transfer and deliver to
     the Acquiring Fund and the Acquiring Fund agrees to acquire from the Target
     Fund, on the Closing Date,  all of the Target Fund  Investments  (including
     interest accrued as of the Valuation Time on debt  instruments),  including
     the assumption of substantially  all of the liabilities of the Target Fund,
     in exchange for that number of Acquiring  Fund Common  Shares and Acquiring
     Fund  DARTS  provided  in  Section 4 of this  Agreement.  Pursuant  to this
     Agreement,  as soon as practicable  after the Closing Date, the Target Fund
     will  distribute  all Acquiring Fund Common Shares and Acquiring Fund DARTS
     received by it to its  shareholders  constructively  in exchange  for their
     Target  Fund  Common  Shares  and  Target  Fund  Preferred   Shares.   Such
     distributions shall be accomplished by the opening of shareholder  accounts
     on the share ledger  records of the  Acquiring  Fund in the amounts due the
     shareholders of the Target Fund based on their  respective  holdings in the
     Target Fund as of the Valuation Time.

     (b) If it is  determined  that the  portfolios  of the Target  Fund and the
     Acquiring  Fund,  when  aggregated,  would  contain  investments  exceeding
     certain percentage limitations imposed upon the Acquiring Fund with respect
     to such  investments,  the Target Fund, if requested by the Acquiring Fund,
     will dispose of a sufficient amount of such investments as may be necessary
     to avoid violating such limitations as of the Closing Date. Notwithstanding
     the  foregoing,  (a) nothing herein will require the Target Fund to dispose
     of any portfolios,  securities or other investments,  if, in the reasonable
     judgment  of  the  Target  Fund's  trustees  or  investment  adviser,  such
     disposition   would   adversely   affect   the   tax-free   nature  of  the
     Reorganization for federal income tax purposes or would otherwise not be in
     the best  interests  of the Target  Fund,  and (b) nothing  will permit the
     Target Fund to dispose of any portfolio securities or other investments if,
     in the reasonable  judgment of the Acquiring  Fund's trustees or investment
     adviser, such disposition would adversely affect the tax-free nature of the
     Reorganization for federal income tax purposes or would otherwise not be in
     the best interests of the Acquiring Fund.

     (c) Prior to the Closing Date,  the Target Fund shall declare a dividend or
     dividends which, together with all such previous dividends,  shall have the
     effect  of  distributing  to  their  respective  shareholders  all of their
     respective  net  investment  company  taxable  income to and  including the
     Closing  Date,  if  any  (computed  without  regard  to any  deduction  for
     dividends paid),  and all of its net capital gain, if any,  realized to and
     including the Closing Date.


                                       8
<PAGE>

     (d) The Target Fund will pay or cause to be paid to the Acquiring  Fund any
     interest the Target Fund receives on or after the Closing Date with respect
     to any of the Target Fund  Investments  transferred  to the Acquiring  Fund
     hereunder.

     (e) The Valuation Time shall be 4:00 p.m.,  Eastern time, on June 25, 2007,
     or such  earlier or later day and time as may be  mutually  agreed  upon in
     writing (the "Valuation Time").

     (f) Recourse for liabilities  assumed from the Target Fund by the Acquiring
     Fund in the  Reorganization  will be limited to the assets  acquired by the
     Acquiring  Fund.  The  known  liabilities  of the  Target  Fund,  as of the
     Valuation  Time,  shall be  confirmed  to the  Acquiring  Fund  pursuant to
     Section 2(j) of this Agreement.

     (g) The  Target  Fund will be  terminated  following  the  Closing  Date by
     terminating its registration  under the 1940 Act and its organization under
     Massachusetts  law and will  withdraw  its  authority to do business in any
     state where it is required to do so.

     (h) The  Acquiring  Fund  will  file  with  the  Secretary  of State of The
     Commonwealth  of   Massachusetts,   as  required,   any  amendment  to  its
     Declaration  of Trust and  by-laws  establishing  the  powers,  rights  and
     preferences  of the  Acquiring  Fund  DARTS  prior  to the  closing  of the
     Reorganization.

     (i) The Acquiring Fund and the Target Fund each  understand and acknowledge
     that the Acquiring Fund has or intends to enter into similar Agreements and
     Plans of  Reorganization  ("Other  Reorganizations")  with the John Hancock
     Patriot Preferred Dividend Fund, John Hancock Patriot Select Dividend Trust
     and the John Hancock  Patriot  Global  Dividend Fund ("Other Target Funds")
     pursuant to which the Acquiring  Fund (1) would  acquire all  substantially
     all of the assets and assume  substantially  all of the liabilities of each
     of the Other Target Funds, and (2) common and preferred shareholders of the
     Other Target Funds will become Common and DARTS shareholders, respectively,
     of the Acquiring  Fund. The effective  dates of such Other  Reorganizations
     are expected to be in proximity to the Closing Date, however,  they are not
     expected  to  occur  simultaneously  with  the  Reorganization  or with one
     another and may occur at any such time as the Acquiring Fund and each Other
     Target  Fund may  agree.  The  consummation  of the  Reorganization  is not
     conditioned  upon the  consummation of any such Other  Reorganization.  The
     Acquiring Fund and the Target Fund  understand,  acknowledge and agree that
     any or all of such  Other  Reorganizations  may not occur and the status of
     any such Other  Reorganization  will not have a bearing on the consummation
     of the Reorganization.


                                       9
<PAGE>

4.  Issuance and Valuation of Acquiring  Fund Common  Shares and Acquiring  Fund
    DARTS in the Reorganization.

     (a) Acquiring  Fund Common Shares and Acquiring  Fund DARTS of an aggregate
     net asset value or aggregate  liquidation  preference,  as the case may be,
     equal  to  the  value  of  the  Target  Fund  Investments  acquired  in the
     Reorganization  determined as hereinafter provided,  shall be issued by the
     Acquiring  Fund to the  Target  Fund  in  exchange  for  such  Target  Fund
     Investments.  The Acquiring Fund will issue to the Target Fund (i) a number
     of Acquiring  Fund Common  Shares,  the  aggregate net asset value of which
     will equal the aggregate net asset value of the Target Fund Common  Shares,
     determined as set forth below,  and (ii) a number of Acquiring  Fund DARTS,
     the  aggregate  liquidation  preference  and value of which  will equal the
     aggregate  liquidation  preference  and value of the Target Fund  Preferred
     Shares, determined as set forth below.

     (b) The net asset  value of the Funds'  Common  Shares and the  liquidation
     preference and value of the Target Fund Preferred  Shares and the Acquiring
     Fund DARTS shall be determined as of the Valuation Time in accordance  with
     the regular  procedures of the investment  adviser,  and no formula will be
     used to adjust the net asset value so  determined  of any Fund to take into
     account differences in realized and unrealized gains and losses.  Values in
     all cases shall be determined as of the  Valuation  Time.  The value of the
     Target Fund  Investments  to be  transferred to the Acquiring Fund shall be
     determined pursuant to the regular procedures of the investment adviser.

     (c) The net asset value per share of the  Acquiring  Fund Common Shares and
     the liquidation  preference and value per share of the Acquiring Fund DARTS
     shall be determined in accordance  with such  procedures  and the Acquiring
     Fund shall certify the computations  involved.  For purposes of determining
     the net asset value of each Target Fund  Common  Share and  Acquiring  Fund
     Common Share, the value of the securities held by the applicable Fund, plus
     any cash or other assets (including interest accrued but not yet received),
     minus  all  liabilities  (including  accrued  expenses)  and the  aggregate
     liquidation value of the outstanding shares of Target Fund Preferred Shares
     or Acquiring Fund DARTS,  as the case may be, shall be divided by the total
     number of Target Fund Common Shares or Acquiring Fund Common Shares, as the
     case may be, outstanding at such time.

     (d) The Acquiring Fund shall issue to the Target Fund Acquiring Fund Common
     Shares and the  Acquiring  Fund DARTS,  each  registered in the name of the
     Target  Fund.  The Target Fund shall then  distribute  the  Acquiring  Fund
     Common  Shares and the  Acquiring  Fund DARTS to the holders of Target Fund
     Common  Shares  and  Target  Fund  Preferred  Shares by  establishing  open
     accounts for each Target Fund  shareholder  on the share ledger  records of
     the Acquiring Fund. Certificates  representing Acquiring Fund Common Shares
     and  Acquiring  Fund DARTS will not be issued to Target Fund  shareholders.
     With respect to any Target Fund shareholder holding certificates evidencing
     ownership of Target Fund Common Shares as of the Closing Date,  and subject
     to the Acquiring Fund being informed thereof in writing by the Target Fund,
     the Acquiring Fund will not permit such  shareholder  to receive  Acquiring
     Fund Common Shares or Acquiring Fund DARTS,  exchange Acquiring Fund Common
     Shares or Acquiring Fund DARTS credited to such  shareholder's  account for
     shares of other investment  companies  managed by the Adviser or any of its
     affiliates,  or pledge or  redeem  such  Acquiring  Fund  Common  Shares or
     Acquiring Fund DARTS, in any case, until notified by the Target Fund or its
     agent  that  such  shareholder  has  surrendered  his  or  her  outstanding
     certificates  evidencing  ownership of Target Fund Common  Shares or Target
     Fund  Preferred  Shares  or,  in the  event  of lost  certificates,  posted
     adequate  bond.  The Target  Fund,  at its own  expense,  will  request its
     shareholders  to  surrender  their  outstanding   certificates   evidencing
     ownership of Target Fund Common Shares or Target Fund Preferred  Shares, as
     the case may be, or post adequate bond therefor.


                                       10
<PAGE>

     (e) No fractional  shares of Acquiring Fund Common Shares will be issued to
     holders of Target  Fund  Common  Shares  unless  such  shares are held in a
     Dividend  Reinvestment Plan account. In lieu thereof,  the Acquiring Fund's
     transfer  agent,  Mellon Investor  Services,  will aggregate all fractional
     Acquiring  Fund  Common  Shares  to  be  issued  in  connection   with  the
     Reorganization  (other than those  issued to a Dividend  Reinvestment  Plan
     account) and sell the resulting  full shares on the New York Stock Exchange
     at the  current  market  price for  Acquiring  Fund  Common  Shares for the
     account of all holders of such fractional  interests,  and each such holder
     will receive such holder's pro rata share of the proceeds of such sale upon
     surrender of such holder's certificates  representing Acquiring Fund Common
     Shares.

5.   Payment of Expenses.
     (a) Except as otherwise  provided in this  Section 5, the costs  associated
     with the Reorganization  will be borne by Common Shareholders of the Target
     Fund and the Acquiring Fund in proportion to their projected annual expense
     savings as a result of the Reorganization.  John Hancock Advisers,  LLC the
     adviser to the  Acquiring  Fund and the Target Fund (the  "Adviser"),  will
     bear the  balance of the costs of the  Reorganization;  provided,  however,
     that the  Acquiring  Fund and the Target  Fund will each pay any  brokerage
     commissions, deal mark-ups and similar expenses ("Portfolio Expenses").

     (b) In the event the  transactions  contemplated  by this Agreement are not
     consummated,  then the costs associated with the Reorganization (other than
     Portfolio  Expenses  that the  Acquiring  Fund and Target Fund may incur in
     connection with the purchase or sale of portfolio securities) will be borne
     by the Acquiring  Fund and the Other Target Funds whose  shareholders  have
     approved the Other  Reorganizations in proportion to their projected annual
     expense savings as a result of the Other Reorganizations.  The Adviser will
     bear the balance of such costs.

     (c)  Notwithstanding  any other  provisions of this  Agreement,  if for any
     reason the transactions contemplated by this Agreement are not consummated,
     neither the Acquiring Fund nor the Target Fund shall be liable to the other
     for  any  damages  resulting  therefrom,   including,  without  limitation,
     consequential damages, except as specifically set forth above.


                                       11
<PAGE>

     (d)  Notwithstanding  any of the foregoing,  costs and expenses will in any
     event be paid by the party  directly  incurring  them if and to the  extent
     that the payment by another  party of such costs and expenses  would result
     in the  disqualification of such party as a "regulated  investment company"
     within the meaning of Subchapter M of the Code.

6.   Covenants of the Funds.
     (a) Each Fund  covenants to operate its business as presently  conducted in
     the  ordinary  course of  business  between the date hereof and the Closing
     Date,  it being  understood  that such  ordinary  course of  business  will
     include regular and customary dividends and distributions.

     (b)  The  Target  Fund  agrees  that  following  the  consummation  of  the
     Reorganization,  it will  terminate  in  accordance  with  the  laws of The
     Commonwealth  of  Massachusetts  and any other  applicable law, it will not
     make any  distributions  of any  Acquiring  Fund Common Shares or Acquiring
     Fund DARTS other than to its  respective  shareholders  and  without  first
     paying or  adequately  providing  for the payment of all of its  respective
     liabilities not assumed by the Acquiring Fund, if any, and on and after the
     Closing Date it shall not conduct any business  except in  connection  with
     its termination.

     (c) The Target Fund undertakes that if the  Reorganization  is consummated,
     it will file an application pursuant to Section 8(f) of the 1940 Act for an
     order  declaring  that  the  Target  Fund  has  ceased  to be a  registered
     investment company.

     (d) The Acquiring Fund will file the N-14  Registration  Statement with the
     Securities and Exchange Commission (the "Commission") and will use its best
     efforts to provide that the N-14  Registration  Statement becomes effective
     as promptly as  practicable.  Each Fund agrees to cooperate  fully with the
     other,  and each will  furnish  to the other the  information  relating  to
     itself to be set forth in the N-14  Registration  Statement  as required by
     the 1933  Act,  the 1934 Act the 1940 Act,  and the  rules and  regulations
     thereunder and the state securities laws.

     (e)  The  Acquiring  Fund  has no plan or  intention  to sell or  otherwise
     dispose of the Target Fund Investments, except for dispositions made in the
     ordinary course of business.

     (f) Each of the Funds  agrees that by the  Closing  Date all of its federal
     and other tax returns  and  reports  required to be filed on or before such
     date  shall  have been  filed and all  taxes  shown as due on said  returns
     either have been paid or adequate liability reserves have been provided for
     the payment of such taxes.

     (g) The intention of the parties is that the  transaction  contemplated  by
     this  Agreement  will  qualify as a  reorganization  within the  meaning of
     Section 368(a) of the Code.  Neither the Acquiring Fund nor the Target Fund
     shall take any action or cause any action to be taken  (including,  without
     limitation,  the filing of any tax return) that is  inconsistent  with such
     treatment  or results in the  failure  of the  transaction  to qualify as a
     reorganization  within the  meaning of  Section  368(a) of the Code.  At or
     prior to the Closing Date, the Acquiring Fund and the Target Fund will take
     such action,  or cause such action to be taken, as is reasonably  necessary
     to enable  Kirkpatrick & Lockhart  Preston  Gates Ellis LLP ("K&L  Gates"),
     special  counsel to the Funds,  to render the tax opinion  required  herein
     (including,  without limitation,  each party's execution of representations
     reasonably requested by and addressed to K&L Gates).


                                       12
<PAGE>

     (h) In  connection  with the covenant in  subsection  (f) above,  the Funds
     agree to cooperate with each other in filing any tax return, amended return
     or claim for  refund,  determining  a  liability  for taxes or a right to a
     refund  of taxes  or  participating  in or  conducting  any  audit or other
     proceeding in respect of taxes.  The Acquiring  Fund agrees to retain for a
     period of ten (10) years following the Closing Date all returns,  schedules
     and work papers and all material records or other documents relating to tax
     matters of the Target Fund for each of such  Fund's  taxable  period  first
     ending after the Closing Date and for all prior taxable periods.

     (i) After the Closing  Date,  the Target Fund shall  prepare,  or cause its
     agents to prepare,  any federal,  state or local tax returns required to be
     filed by such fund with  respect to its final  taxable year ending with its
     complete liquidation and for any prior periods or taxable years and further
     shall cause such tax returns to be duly filed with the  appropriate  taxing
     authorities.   Notwithstanding   the  aforementioned   provisions  of  this
     subsection,  any  expenses  incurred  by the Target  Fund  (other  than for
     payment of taxes) in connection with the preparation and filing of said tax
     returns  after the  Closing  Date shall be borne by such Fund to the extent
     such expenses have been accrued by such Fund in the ordinary course without
     regard to the  Reorganization;  any excess expenses shall be borne pursuant
     to Section 5 herein.

     (j) The  Target  Fund and the  Acquiring  Fund  each  agrees to mail to its
     respective shareholders of record entitled to vote at the annual meeting of
     shareholders at which action is to be considered  regarding this Agreement,
     in sufficient  time to comply with  requirements  as to notice  thereof,  a
     combined  proxy  statement and  prospectus  which  complies in all material
     respects  with the  applicable  provisions of Section 14(a) of the 1934 Act
     and  Section  20(a)  of the  1940  Act,  and  the  rules  and  regulations,
     respectively, thereunder.

     (k) Following the  consummation of the  Reorganization,  the Acquiring Fund
     will  continue  its  business  as  a  diversified,   closed-end  management
     investment company registered under the 1940 Act.

                                       13
<PAGE>

7.   Closing Date.
     (a)  Delivery of the Target Fund  Investments,  and of the  Acquiring  Fund
     Common  Shares and  Acquiring  Fund DARTS to be issued as  provided in this
     Agreement, shall be made at such place and time as the Funds shall mutually
     agree on the next full business day  following  the  Valuation  Time, or at
     such  other time and date  agreed to by the  Funds,  the date and time upon
     which  such  delivery  is to take  place  being  referred  to herein as the
     "Closing  Date." To the extent  that any Target Fund  Investments,  for any
     reason,  are not  transferable  on the Closing Date,  the Target Fund shall
     cause such Target  Fund  Investments  to be  transferred  to the  Acquiring
     Fund's  account  with  its  custodian  at  the  earliest  practicable  date
     thereafter.

     (b) The Target Fund will deliver to the Acquiring  Fund on the Closing Date
     confirmation  or other adequate  evidence as to the tax basis of the Target
     Fund Investments delivered to the Acquiring Fund hereunder.

     (c) As soon as practicable after the close of business on the Closing Date,
     the Target Fund shall deliver to the Acquiring Fund a list of the names and
     addresses  of all of the  shareholders  of record of the Target Fund on the
     Closing  Date and the number of Target Fund  Common  Shares and Target Fund
     Preferred Shares owned by each such  shareholder,  certified to the best of
     its  knowledge  and belief by the transfer  agent for the Target Fund or by
     its President.

8.   Conditions of the Target Fund.
The  obligations of the Target Fund hereunder  shall be subject to the following
conditions:

     (a) That this  Agreement  shall have been adopted,  and the  Reorganization
     shall have been  approved,  by the Board of Trustees of the Target Fund and
     by the  affirmative  vote of the holders of a majority  of the  outstanding
     Target  Fund Common  Shares and of the  outstanding  Target Fund  Preferred
     Shares,  each voting  separately as a class;  and that the  Acquiring  Fund
     shall have delivered to the Target Fund a copy of the resolution  approving
     this  Agreement  adopted by the Board of Trustees of the Acquiring  Fund, a
     certificate  setting  forth the vote of holders of  Acquiring  Fund  Common
     Shares  approving the issuance of additional  Acquiring Fund Common Shares,
     and a certificate  setting for the vote of holders of Acquiring  Fund DARTS
     approving the issuance of additional  Acquiring Fund DARTS,  each certified
     by its Secretary or Assistant Secretary.

     (b) That the Target  Fund shall have  received  from the  Acquiring  Fund a
     statement of assets,  liabilities  and capital,  with values  determined as
     provided in Section 4 of this  Agreement,  together with a schedule of such
     Fund's  investments,  all  as of  the  Valuation  Time,  certified  on  the
     Acquiring  Fund's behalf by its President (or any Vice  President)  and its
     Treasurer or Assistant  Treasurer,  and a certificate  signed by the Fund's
     President (or any Vice President) and its Treasurer or Assistant Treasurer,
     dated as of the Closing Date,  certifying that as of the Valuation Time and
     as of the  Closing  Date there has been no material  adverse  change in the
     financial position of the Acquiring Fund since the date of such Fund's most
     recent Annual or Semi-Annual  Report, as applicable,  other than changes in
     its portfolio  securities since that date or changes in the market value of
     its portfolio securities.


                                       14
<PAGE>

     (c) That the  Acquiring  Fund shall  have  furnished  to the Target  Fund a
     certificate   signed  by  the  Acquiring  Fund's  President  (or  any  Vice
     President)  and its  Treasurer  or  Assistant  Treasurer,  dated  as of the
     Closing  Date,  certifying  that,  as of the  Valuation  Time and as of the
     Closing Date, all representations and warranties of the Acquiring Fund made
     in this  Agreement  are true and correct in all material  respects with the
     same effect as if made at and as of such dates, and that the Acquiring Fund
     has complied with all of the agreements and satisfied all of the conditions
     on its part to be performed or satisfied at or prior to each of such dates.

     (d) That there shall not be any material litigation pending with respect to
     the matters contemplated by this Agreement.

     (e) The Target  Fund  shall  have  received  the  opinion(s)  of K&L Gates,
     counsel for the Acquiring Fund, dated as of the Closing Date,  addressed to
     the Target Fund substantially in the form and to the effect that:

          (i) the Acquiring  Fund is duly formed and validly  existing under the
          laws of its state of organization;

          (ii) the Acquiring  Fund is  registered  as a  closed-end,  management
          investment company under the 1940 Act;

          (iii) this  Agreement and the  Reorganization  provided for herein and
          the execution of this Agreement have been duly authorized and approved
          by all requisite  action of the Acquiring Fund, and this Agreement has
          been duly executed and  delivered by the Acquiring  Fund and (assuming
          this  Agreement is a valid and binding  obligation  of the other party
          hereto) is a valid and binding obligation of the Acquiring Fund;

          (iv) neither the execution or delivery by the  Acquiring  Fund of this
          Agreement  nor  the   consummation   by  the  Acquiring  Fund  of  the
          transactions  contemplated hereby violate any provision of any statute
          or any  published  regulation  or any  judgment or order  disclosed to
          counsel by the  Acquiring  Fund as being  applicable  to the Acquiring
          Fund;

          (v) the Acquiring  Fund Common  Shares and  Acquiring  Fund DARTS have
          been duly  authorized  and, upon issuance  thereof in accordance  with
          this Agreement,  will be validly issued,  fully paid and nonassessable
          and no person is entitled to any  preemptive or other  similar  rights
          with respect to Acquiring Fund Common Shares and Acquiring Fund DARTS.
          In regard to the  statement  that  Acquiring  Fund  Common  Shares and
          Acquiring Fund DARTS are  non-assessable,  such opinion will note that
          the  Acquiring  Fund is an  entity  of the  type  commonly  known as a
          "Massachusetts    business   trust."   Under    Massachusetts's   law,
          shareholders  could, under certain  circumstances,  be held personally
          liable for the obligations of the Acquiring Fund; and


                                       15
<PAGE>

          (vi) to their  knowledge and subject to the  qualifications  set forth
          below,  the  execution  and  delivery  by the  Acquiring  Fund of this
          Agreement and the consummation of the transactions herein contemplated
          do not  require,  under the laws of its state of  organization  or any
          state in which the  Acquiring  Fund is qualified to do business or the
          federal   laws  of  the  United   States,   the   consent,   approval,
          authorization,  registration,  qualification  or order  of,  or filing
          with,  any court or  governmental  agency or body (except such as have
          been obtained).  Counsel need express no opinion,  however,  as to any
          such consent, approval,  authorization,  registration,  qualification,
          order or filing  which may be required as a result of the  involvement
          of  other  parties  to  this  Agreement  in  the  transactions  herein
          contemplated because of their legal or regulatory status or because of
          any other facts specifically pertaining to them.

     (f) The Target Fund shall have  obtained an opinion from K&L Gates dated as
     of the Closing  Date,  addressed  to the Target  Fund,  and based upon such
     representations  of the parties as K&L Gates may reasonably  request,  that
     the  consummation of the  transactions  set forth in this Agreement  comply
     with the requirements of a reorganization as described in Section 368(a) of
     the Code.

     (g) That all  proceedings  taken by each of the  Funds and its  counsel  in
     connection with the  Reorganization  and all documents  incidental  thereto
     shall be satisfactory in form and substance to the others.

     (h) That the N-14 Registration  Statement shall have become effective under
     the 1933 Act, and no stop order  suspending such  effectiveness  shall have
     been instituted or, to the knowledge of the Acquiring Fund, be contemplated
     by the SEC.

9.   Acquiring Fund Conditions.
The  obligations  of the  Acquiring  Fund  hereunder  shall  be  subject  to the
following conditions:

     (a) That this  Agreement  shall have been adopted,  and the  Reorganization
     shall have been  approved,  by the Board of Trustees of the Acquiring  Fund
     and that the issuance of additional Acquiring Fund Common Shares shall have
     been  approved  by the  holders  of  Acquiring  Fund  Common  Shares  by an
     affirmative vote of a majority of the votes cast, provided that total votes
     cast represent  over 50% in interest of all securities  entitled to vote on
     the matter; and that the issuance of additional  Acquiring Fund DARTS shall
     have been approved by the holders of Acquiring Fund DARTS by an affirmative
     vote of at least a majority  of the  shares of the DARTS then  outstanding;
     and the Target Fund shall have  delivered to the  Acquiring  Fund a copy of
     the resolution  approving this Agreement adopted by the Target Fund's Board
     of Trustees,  and a  certificate  setting  forth the vote of the holders of
     Target Fund Common Shares and Target Fund Preferred Shares  obtained,  each
     certified by its Secretary or Assistant Secretary.


                                       16
<PAGE>

     (b) That the Target  Fund  shall have  furnished  to the  Acquiring  Fund a
     statement of its assets, liabilities and capital, with values determined as
     provided  in  Section 4 of this  Agreement,  together  with a  schedule  of
     investments  with their  respective dates of acquisition and tax costs, all
     as of the  Valuation  Time,  certified on the Target  Fund's  behalf by its
     President (or any Vice President) and its Treasurer or Assistant Treasurer,
     and a certificate  signed by such Fund's  President (or any Vice President)
     and its  Treasurer or Assistant  Treasurer,  dated as of the Closing  Date,
     certifying  that as of the Valuation  Time and as of the Closing Date there
     has been no material adverse change in the financial position of the Target
     Fund since the date of such Fund's most recent Annual Report or Semi-Annual
     Report,  as applicable,  other than changes in the Target Fund  Investments
     since  that  date  or  changes  in the  market  value  of the  Target  Fund
     Investments.

     (c) That the Target  Fund  shall have  furnished  to the  Acquiring  Fund a
     certificate  signed by the Target Fund's  President (or any Vice President)
     and  its  Treasurer  or  Assistant  Treasurer,   dated  the  Closing  Date,
     certifying  that as of the  Valuation  Time and as of the Closing  Date all
     representations  and  warranties of the Target Fund made in this  Agreement
     are true and correct in all  material  respects  with the same effect as if
     made at and as of such dates and the Target Fund has  complied  with all of
     the  agreements  and  satisfied  all of the  conditions  on its  part to be
     performed or satisfied at or prior to such dates.

     (d) That there shall not be any material litigation pending with respect to
     the matters contemplated by this Agreement.

     (e) That the  Acquiring  Fund shall have received the opinion of K&L Gates,
     counsel for the Target Fund, dated as of the Closing Date, addressed to the
     Acquiring Fund, substantially in the form and to the effect that:

          (i) the Target Fund is duly formed and validly existing under the laws
          of its state of organization;

          (ii)  the  Target  Fund  is  registered  as a  closed-end,  management
          investment company under the 1940 Act;

          (iii) this  Agreement and the  Reorganization  provided for herein and
          the  execution  of this  Agreement  have been duly  authorized  by all
          requisite  action of the Target Fund, and this Agreement has been duly
          executed and delivered by the Target Fund and (assuming this Agreement
          is a valid and  binding  obligation  of the other  party  hereto) is a
          valid and binding obligation of the Target Fund;


                                       17
<PAGE>

          (iv)  neither  the  execution  or  delivery by the Target Fund of this
          Agreement nor the  consummation by the Target Fund of the transactions
          contemplated  hereby  violate any  provision  of any  statute,  or any
          published regulation or any judgment or order disclosed to them by the
          Target Fund as being applicable to the Target Fund; and

          (v) to their  knowledge  and subject to the  qualifications  set forth
          below,  the execution and delivery by the Target Fund of the Agreement
          and the  consummation of the transactions  herein  contemplated do not
          require,  under the laws of its state of  organization or any state in
          which the Target Fund is qualified to do business, or the federal laws
          of  the  United   States,   the  consent,   approval,   authorization,
          registration,  qualification or order of, or filing with, any court or
          governmental  agency or body (except such as have been obtained  under
          the 1933  Act,  1934 Act,  the 1940 Act or the  rules and  regulations
          thereunder).  Counsel need express no opinion, however, as to any such
          consent, approval, authorization,  registration,  qualification, order
          or filing  which may be  required  as a result of the  involvement  of
          other   parties  to  this   Agreement  in  the   transactions   herein
          contemplated because of their legal or regulatory status or because of
          any other facts specifically pertaining to them.

     (f) That the Acquiring  Fund shall have obtained an opinion from K&L Gates,
     counsel for the Target Fund, dated as of the Closing Date, addressed to the
     Acquiring  Fund, and based upon such  representation  of the parties as K&L
     Gates may reasonably request, that the consummation of the transactions set
     forth in this Agreement comply with the requirements of a reorganization as
     described in Section 368(a) of the Code.

     (g) That the N-14 Registration  Statement shall have become effective under
     the 1933 Act and no stop order  suspending  such  effectiveness  shall have
     been instituted or, to the knowledge of the Target Fund, be contemplated by
     the SEC.

     (h) That  all  proceedings  taken by the  Target  Fund and its  counsel  in
     connection with the  Reorganization  and all documents  incidental  thereto
     shall be satisfactory in form and substance to the Acquiring Fund.

     (i) That prior to the Closing  Date the Target  Fund shall have  declared a
     dividend or dividends  which,  together with all such  previous  dividends,
     shall have the effect of  distributing to its  shareholders  all of its net
     investment  company  taxable  income  for the period to and  including  the
     Closing  Date,  if  any  (computed  without  regard  to any  deduction  for
     dividends paid),  and all of its net capital gain, if any,  realized to and
     including the Closing Date.


                                       18
<PAGE>

     (j) The NYSE shall have  approved the listing of the  additional  Acquiring
     Fund Common Shares to be issued to common  shareholders  of the Target Fund
     in connection with the reorganization.

     (k) The  Acquiring  Fund  shall have  obtained  written  confirmation  from
     Moody's  Investors  Services,  Inc.  ("Moody's")  and  Standard  and Poor's
     Ratings Group ("S&P") that (i) consummation of the Reorganization  will not
     impair  the  ratings  assigned  by such  rating  agencies  to the  existing
     Acquiring  Fund  DARTS,  and (ii) the  Acquiring  Fund  DARTS to be  issued
     pursuant to the  Reorganization  will be rated "aa2" by Moody's and "AA" by
     S&P.

10.  Termination, Postponement and Waivers.
     (a)  Notwithstanding  anything contained in this Agreement to the contrary,
     this  Agreement may be terminated and the  Reorganization  abandoned at any
     time (whether before or after adoption  thereof by the  shareholders of the
     Funds) prior to the Closing  Date, or the Closing Date may be postponed (i)
     by mutual consent of the Boards of Trustees of the Funds, (ii) by the Board
     of  Trustees  of the Target  Fund if any  condition  of the  Target  Fund's
     obligations set forth in Section 8 of this Agreement has not been fulfilled
     or waived by such Board, or (iii) by the Board of Trustees of the Acquiring
     Fund if any  condition of the  Acquiring  Fund's  obligations  set forth in
     Section  9 of this  Agreement  have not been  fulfilled  or  waived by such
     Board.

     (b) If the  transactions  contemplated  by this  Agreement  have  not  been
     consummated  by December  31,  2007,  this  Agreement  automatically  shall
     terminate  on that date,  unless a later date is mutually  agreed to by the
     Boards of Trustees of the Funds.

     (c)  In  the  event  of  termination  of  this  Agreement  pursuant  to the
     provisions  hereof,  the same shall become void and have no further effect,
     and there shall not be any liability on the part of any Fund or persons who
     are their directors,  trustees, officers, agents or shareholders in respect
     of this Agreement.

     (d) At any time prior to the Closing  Date,  any of the terms or conditions
     of this Agreement  benefiting a Fund may be waived by the Board of Trustees
     of such Fund, if, in the judgment of such Board after consultation with its
     counsel,  such action or waiver will not have a material  adverse effect on
     the benefits  intended  under this Agreement to the  shareholders  of their
     respective fund, on behalf of which such action is taken.

     (e) The respective  representations and warranties  contained in Sections 1
     and 2 of this  Agreement  shall  expire  with,  and be  terminated  by, the
     consummation  of  the  Reorganization,  and  neither  Fund  nor  any of its
     officers,  trustees,  agents or shareholders  shall have any liability with
     respect to such  representations or warranties after the Closing Date. This
     provision shall not protect any officer,  trustee,  agent or shareholder of
     either Fund  against any  liability  to the entity for which that  officer,
     trustee, agent or shareholder so acts or to its shareholders, to which that
     officer, trustee, agent or shareholder otherwise would be subject by reason
     of willful misfeasance,  bad faith, gross negligence, or reckless disregard
     of the duties in the conduct of such office.


                                       19
<PAGE>

     (f) If any order or orders of the Commission with respect to this Agreement
     shall be issued  prior to the  Closing  Date and shall  impose any terms or
     conditions  which are determined by action of the Boards of Trustees of the
     Funds to be acceptable,  such terms and conditions shall be binding as if a
     part of this Agreement without further vote or approval of the shareholders
     of the Funds unless such terms and  conditions  shall result in a change in
     the method of  computing  the number of  Acquiring  Fund  Common  Shares or
     Acquiring  Fund DARTS to be issued to the  Acquired  Fund,  in which event,
     unless  such terms and  conditions  shall have been  included  in the proxy
     solicitation  materials furnished to the shareholders of the Funds prior to
     the meetings at which the  Reorganization  shall have been  approved,  this
     Agreement  shall not be consummated  and shall  terminate  unless the Funds
     promptly  shall  call a  special  meeting  of  shareholders  at which  such
     conditions so imposed shall be submitted for approval.

11.  Indemnification.
     (a) Each party (an "Indemnitor") shall indemnify and hold the other and its
     officers,  trustees, agents and persons controlled by or controlling any of
     them (each an  "Indemnified  Party")  harmless from and against any and all
     losses,  damages,  liabilities,  claims, demands,  judgments,  settlements,
     deficiencies, taxes, assessments, charges, costs and expenses of any nature
     whatsoever (including reasonable attorneys' fees) including amounts paid in
     satisfaction  of judgments,  in compromise or as fines and  penalties,  and
     counsel fees reasonably  incurred by such  Indemnified  Party in connection
     with  the  defense  or  disposition  of any  claim,  action,  suit or other
     proceeding,  whether civil or criminal,  before any court or administrative
     or investigative  body in which such  Indemnified  Party may be or may have
     been involved as a party or otherwise or with which such Indemnified  Party
     may be or may have been threatened (collectively, the "Losses") arising out
     of or related to any claim of a breach of any  representation,  warranty or
     covenant  made  herein  by  the  Indemnitor,  provided,  however,  that  no
     Indemnified Party shall be indemnified hereunder against any Losses arising
     directly from such  Indemnified  Party's  willful  misfeasance,  bad faith,
     gross  negligence,  or  reckless  disregard  of the duties  involved in the
     conduct of such Indemnified Party's position.

     (b) The  Indemnified  Party  shall use its best  efforts  to  minimize  any
     liabilities,  damages, deficiencies,  claims, judgments, assessments, costs
     and expenses in respect of which  indemnity  may be sought  hereunder.  The
     Indemnified  Party  shall  give  written  notice to  Indemnitor  within the
     earlier of ten (10) days of receipt of written notice to Indemnified  Party
     or thirty  (30) days from  discovery  by  Indemnified  Party of any matters
     which may give rise to a claim for  indemnification or reimbursement  under
     this Agreement.  The failure to give such notice shall not affect the right
     of  Indemnified  Party to  indemnity  hereunder  unless  such  failure  has
     materially and adversely  affected the rights of the  Indemnitor;  provided
     that in any event such notice shall have been given prior to the expiration
     of the Survival Period.  At any time after ten (10) days from the giving of
     such  notice,  Indemnified  Party may,  at its  option,  resist,  settle or
     otherwise  compromise,  or pay such  claim  unless it shall  have  received
     notice from Indemnitor that Indemnitor  intends,  at Indemnitor's sole cost
     and  expense,  to assume  the  defense  of any such  matter,  in which case
     Indemnified  Party  shall  have  the  right,  at  no  cost  or  expense  to
     Indemnitor,  to participate in such defense.  If Indemnitor does not assume
     the defense of such  matter,  and in any event until  Indemnitor  states in
     writing that it will assume the defense,  Indemnitor shall pay all costs of
     Indemnified  Party arising out of the defense until the defense is assumed;
     provided, however, that Indemnified Party shall consult with Indemnitor and
     obtain  Indemnitor's  prior written consent to any payment or settlement of
     any such claim.  Indemnitor shall keep Indemnified  Party fully apprised at
     all times as to the status of the defense.  If  Indemnitor  does not assume
     the defense,  Indemnified Party shall keep Indemnitor apprised at all times
     as to the status of the defense.  Following indemnification as provided for
     hereunder,  Indemnitor  shall be  subrogated  to all rights of  Indemnified
     Party with respect to all third parties,  firms or corporations relating to
     the matter for which indemnification has been made.


                                       20
<PAGE>

12.  Other Matters.

     (a) All covenants,  agreements,  representations  and warranties made under
     this Agreement and any  certificates  delivered  pursuant to this Agreement
     shall be  deemed  to have  been  material  and  relied  upon by each of the
     parties, notwithstanding any investigation made by them or on their behalf.

     (b) All notices  hereunder  shall be  sufficiently  given for all  purposes
     hereunder if in writing and delivered personally or sent by registered mail
     or  certified  mail,  postage  prepaid.  Notice to the Target Fund shall be
     addressed to the Target Fund c/o John Hancock, 601 Congress Street, Boston,
     Massachusetts 02210,  Attention:  General Counsel, or at such other address
     as the Target Fund may designate by written  notice to the Acquiring  Fund.
     Notice to the Acquiring  Fund shall be addressed to the Acquiring  Fund c/o
     601  Congress  Street,  Boston,  Massachusetts  02210,  Attention:  General
     Counsel, or at such other address and to the attention of such other person
     as the Acquiring  Fund may designate by written  notice to the Target Fund.
     Any notice shall be deemed to have been served or given as of the date such
     notice is delivered personally or mailed.

     (c)  This  Agreement  supersedes  all  previous   correspondence  and  oral
     communications   between  the   parties   regarding   the   Reorganization,
     constitutes the only understanding with respect to the Reorganization,  may
     not be  changed  except by a letter of  agreement  signed by each party and
     shall be  governed  by and  construed  in  accordance  with the laws of The
     Commonwealth  of  Massachusetts  applicable  to  agreements  made and to be
     performed in said state.

     (d) It is expressly  agreed that the  obligations of the Acquiring Fund and
     the Target Fund hereunder shall not be binding upon any of their respective
     trustees,   shareholders,   nominees,   officers,   agents,   or  employees
     personally,  but shall bind only the trust property of the respective  Fund
     as provided in such Fund's  Declaration of Trust. A copy of the Declaration
     of Trust of each of the Acquiring  Fund and the Target Fund is on file with
     the Secretary of State of The Commonwealth of Massachusetts.  The execution
     and delivery of this Agreement has been  authorized by the trustees of each
     Fund and signed by authorized  officers of each Fund,  acting as such,  and
     neither  such  authorization  by such  trustees,  nor  such  execution  and
     delivery by such officers  shall be deemed to have been made by any of them
     individually  or to impose any  liability  on any of them  personally,  but
     shall bind only the trust  property of each Fund as provided in such Fund's
     Declaration of Trust.



                                       21
<PAGE>

     (e) It is further  expressly  agreed that this Agreement shall be construed
     in  accordance  with  and  governed  by the  laws  of The  Commonwealth  of
     Massachusetts.

     (f) This Agreement may be executed in any number of  counterparts,  each of
     which,  when executed and delivered,  shall be deemed to be an original but
     all such counterparts together shall constitute but one instrument.





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                                       22
<PAGE>

IN WITNESS  WHEREOF,  the parties  have  hereunto  caused this  Agreement  to be
executed and delivered by their duly  authorized  officers as of the 21th day of
June, 2007.

JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II



By:           /s/Keith F. Hartstein
Name:         Keith F. Hartstein
Title:        President and Chief Executive Officer


Attest:       /s/Alfred P. Ouellette
Name:         Alfred P. Ouellette
Title:        Assistant Secretary



JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I



By:           /s/Gordon M. Shone
Name:         Gordon M. Shone
Title:        Treasurer


Attest:       /s/Alfred P. Ouellette
Name:         Alfred P. Ouellette
Title:        Assistant Secretary






                                       23
</TEXT>
</DOCUMENT>
