Amended Deferred Compensation Plan for Certain Employees of John Hancock



 Exhibit 4.1 

DEFERRED COMPENSATION PLAN 

FOR CERTAIN EMPLOYEES 
 OF

 JOHN HANCOCK 

(Effective January 1, 2013) 

ARTICLE I 

DEFERRAL OF COMPENSATION 
 1.1
PURPOSE. This Deferred Compensation Plan for Certain Employees of John Hancock is adopted by Manulife Financial Corporation (the “Company”) in order to allow a select group of management or highly compensated employees of its
Participating Affiliates (each such Participating Affiliate being defined as the “employer” in the appropriate context) and John Hancock Financial Partners (“JHFP”) who satisfy the eligibility provisions set forth in
Section 1.2 below, to defer the receipt of part of his or her Compensation to some future date. A Participating Affiliate is an entity that is a direct or indirect subsidiary of the Company that is allowed to participate in this Plan. The Plan
is intended to comply with the provisions of Code Section 409A and is to be interpreted by the Company, or its designated affiliate, consistent with this purpose. 

The effective date of this Plan document is January 1, 2013. The Plan Year means the calendar year. 

 

	1.2	ELIGIBILITY. An active, salaried employee of a Participating Affiliate who, at the commencement of the enrollment period described in section 1.4, is either (a) an Assistant Vice President, or AVP
equivalent, or above, or (b) an employee sales personnel of JHFP who, during the prior Plan Year, earned sales incentives or commissions, as applicable, in excess of the amount required for such employee to be considered a highly compensated
employee within the meaning of section 414(q) of the Internal Revenue Code of 1986, as amended, and who is reasonably expected to continue to earn sales incentives or commissions at or above that level during the Plan Year (each such employee or
JHFP referred to herein as an “Eligible Employee”) is eligible to participate in the Plan. Employees who are on severance at the time of these deadlines are not eligible to participate in the Plan. An Eligible Employee may participate in
the Plan by executing an Irrevocable Election as set forth below. “Participant” shall refer to any Eligible Employee who executes such an Irrevocable Election. For an employee who no longer qualifies as an Eligible Employee, as defined
above, (a) such employee will no longer be eligible to elect to defer Compensation under the Plan until he or she again becomes an Eligible Employee; (b) during the year in which eligibility is lost, any deferral elections for such year
will continue to apply; and (c) amounts previously deferred under the Plan will be paid based on the elections made by such employee and the terms of the Plan. 


  
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 Newly hired employees, rehired employees, transferred employees, employees who become eligible as a result of
promotion to an Assistant Vice President, AVP equivalent, or above, or employees who again become eligible after previously losing his or her eligibility, shall be eligible to participate in the Plan as of the first day of the second month next
following his date of hire, transfer, or entry into the Eligible Class. Eligible employee sales personnel or JHFP’s are not eligible to enter the Plan until the next annual enrollment period following their becoming an eligible sales employee
or JHFP. 
 1.3 COMPENSATION ELIGIBLE FOR DEFERRAL. As used herein, Compensation means total basic salary, sales incentives, bonuses paid to
the employee pursuant to a formal incentive plan or formal sales incentive plan, or paid “in lieu of”, a salary increase during the annual merit cycle, Restricted Share Unit (‘RSU’) or Performance Share Unit (‘PSU’)
payments as determined by the Company, or its designated affiliate, in its absolute discretion, and, for Eligible Employees of HNRG, phantom stock appreciation rights (“PSARs”), and shall include the contributions made by the Eligible
Employee under the MFC Global Share Ownership Plan; but shall not include (i) severance pay, (ii) any other “extra” compensation from his employer, (iii) gains from, or realized pursuant to, the exercise of options granted
under the MFC Executive Stock Option Plan, (iv) reimbursed expenses, (v) excess life insurance premiums or any other items not constituting direct compensation for services, and (vi) payments to, or benefits under, this Plan (except
as specifically provided by Section 2.1(b)) or any other public or private employee benefit plan (other than the salary deferral contribution referenced above). “Compensation”, with respect to an JHFPs, includes (A) Net Sales
Incentives, or (B) Net Renewal Bonuses, or (C) Net Production Bonuses; or (D) Net Earnings (which include Net Sales Incentives, Net Renewal Bonuses, and Net Production Bonuses); it does not include income from the sale of the
Company’s variable products. 
 1.4 DEFERRAL ELECTION. 

(a) Bonus, PSAR, RSU, or PSU Election: With respect to remuneration that is “performance-based compensation” as defined in
Code section 409A(a)(4)(B)(iii), and related regulations and is designated as an “Eligible Bonus” by the Company, or its designated affiliate, and which relates to services performed during a performance period at least 12 months in
length, an Eligible Employee may, on or before June 30th of a Plan Year, make an irrevocable election, on a form provided by the Company, to defer his or her Eligible Bonus which is earned
during the current Plan Year and which becomes payable during the first quarter of the following Plan Year. 
 For purposes of this section 1.4(a), any
PSARs awarded by HNRG to its Eligible Employees that qualifies as “performance-based compensation” as described above, shall be considered an Eligible Bonus and an election to defer can be made on or before June 30th of a Plan Year with respect to any such PSAR which is earned during the current Plan Year and which becomes payable during any of the next three calendar years. 

  
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 With respect to RSU and PSU grants that qualify as “performance-based compensation” as described above,
an Eligible Employee may, on or before the date that is at least 6 months prior to the last date of the performance period relating to such RSU or PSU grants, make an irrevocable election, on a form provided by the Company, or its designated
affiliate, to defer payment of his or her units if such RSU or PSU grant would otherwise be payable to the Eligible Employee if he or she is actively employed at the time of the RSU or PSU pay out according to the RSU or PSU grant agreement
schedule. Any payments under the RSU or PSU grant agreement (including any amounts that are elected to be deferred under this Section 1.4(c) are subject to the terms of the RSU or PSU grant agreement, respectively. 

(b) Salary/Sales Incentive Election: With respect to other Salary/Sales Incentive payments and any other remuneration that is not
“performance-based compensation as described above, including all compensation payable to a JHFP, an Eligible Employee may, on or before November 30th of a Plan Year, make an irrevocable
election, on a form provided by the Company, or its designated affiliate, to defer his or her salary/sales incentives which is earned during the subsequent Plan Year. 

(c) A Participant’s election of deferral under sections (a) and (b), above, shall continue in effect until the end of the Plan
Year to which the election applies. 
 (d) Newly Eligible Employees: In the case of the first Plan Year in which an individual becomes
eligible to participate in the Plan (or any other plan of the same type, as defined in Proposed Treasury Regulation Section 1.409A-1) under the second paragraph of Section 1.2, such election may be made within 30 days after the participant
becomes eligible to participate in the Plan and with respect to services to be performed after the election. Such election shall only apply to Compensation earned after the date of the election including the pro rata portion of any performance-based
compensation earned during the period following the date of the election. Eligible employee sales personnel are not eligible to enter into plan until the next annual enrollment period following their becoming an eligible sales employee 

1.5 AMOUNT OF DEFERRAL. Each Eligible Employee may elect to defer either a whole percentage, not in excess of 90%, of base salary and sales
incentives, a whole percentage, not in excess of 100%, of annual bonus or PSAR, or a whole percentage, not in excess of 100%, of any RSU’s or PSU’s awarded under the MFC Global Stock Ownership Plan, or any combination thereof. 

The minimum annual deferral for each type of Compensation shall be the lesser of 2% of such type of Compensation, or $5000. 

  
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 1.6 DEFERRAL ACCOUNTS. Each Eligible Employee who elects a deferral in accordance with section 1.4
shall have a Deferral Account established on his or her behalf and each such Deferral Account shall be made up of subaccounts each containing the separate type of compensation deferred for each year of such election, plus or minus any adjustments to
such subaccount based on the investment elections made by the Participant with respect to such subaccount under section 3.1. 
 ARTICLE
II 
 DISTRIBUTION OF DEFERRED COMPENSATION 

2.1 DISTRIBUTION ELECTION. 
 (a) Designated Date
Distributions. 
 With respect to each subaccount established under section 1.6, an Eligible Employee may, coincident with the deferral election
establishing such subaccount as described in section 1.4, make an election, on a form provided by the Company, or its designated affiliate, to receive the total amount of such subaccount in a lump sum or annual installments of 5, 10, 15, 20 years,
beginning in January of a year of the Participant’s choosing (the “Designated Distribution Date”), provided that the minimum deferral period shall be at least three years. 

(b) Separation from Service Distribution Elections. 
 To the
extent that an Eligible Employees did not make a designated date distribution election for any subaccount, an Eligible Employee may, coincident with the deferral election for such subaccount as described in section 1.4, make an election, on a form
provided by the Company, or its designated affiliate, to receive such subaccount either in a lump sum or in annual installments over 5, 10, 15, or 20 years, payable or commencing on the Payment Commencement Date (as defined in section 2.1(c))
following the Participant’s separation from service as an employee of the Company and any of its subsidiaries or affiliates for any reason, including retirement. For purposes of this Plan, a separation from service is determined in accordance
with the provisions of Treasury Regulation Section 1.409A-1(h), except that a separation from service will be deemed to have occurred if it is expected the Participant will perform services at a level that is less than 50% of the average level
of his services performed over the immediately preceding twelve months. 
 Notwithstanding the above, an Eligible Employee may make a combined distribution
election that provides for a distribution of a subaccount upon the occurrence of the earlier of a Designated Date Distribution or a Separation from Service Distribution. 
  

  
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 (c) General Rules. 

If a Participant does not file any election under sections 2.1(a) or 2.1(b) with respect to a subaccount, such subaccount shall be paid on the Payment
Commencement Date in the form of a lump sum. 
 For purposes of this section 2.1, the Payment Commencement Date is a date in the January of the year
following the date that is six months after the Participant had a separation from service. Notwithstanding the above, the Payment Commencement Date for a Participant who has an involuntary separation from service which results in his being eligible
for benefits under a John Hancock sponsored severance pay plan, is the first payroll cycle following the first of the month next following the date that is six months after the Participant had an involuntary separation from service. 

If a Participant does not make a either a designated date distribution election of a separation from service distribution election for any subaccount at the
time of his deferral election under section 1.4 for such subaccount or if a Participant wants to change any such election, he or she may elect, at any time that is at least 12 months prior to the Payment Commencement Date or Designated Distribution
Date, as applicable, on a form provided by the Company, or its designated affiliate, elect to receive any such subaccount in a lump sum or in annual installments over 5, 10, 15, or 20 years, except that no such lump sum or annual installment will
occur or commence until at least 5 years from the Payment Commencement Date, or Designated Distribution Date, as applicable, that would otherwise apply for such subaccount. Any election made under this paragraph to change the timing or form of
distribution is not effective until 12 months after the date the election is made. 
 For purposes of determining the amount payable each year under the
annual installment payment method, such amount shall be determined by dividing the value of the Participant’s subaccount as of the first business day of the applicable calendar year by a number, which number is determined by using the number of
annual installments selected by the Participant with respect to such subaccount and reducing it by the number of annual installments made prior to that calendar year. The last installment payable shall be equal to the entire remaining balance
standing to the Participants credit in his or her subaccount. 
 Except for payments made under Designated Date Distribution Election under section 2.1(a),
in the event a Participant has a separation from the service from the Company or an affiliate and is subsequently rehired, any payments due under the method selected by the employee shall continue to be made. For purposes of determining the
compensation of such a rehired employee that is eligible to be deferred under the Plan, payments made pursuant to this Plan shall not count as compensation that is eligible for deferral. 

 

  
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 (d) Transitional Election under Code Section 409A. 

Notwithstanding anything in this section 2.1 to the contrary, for a Participant who submitted a timely election with the Company as provided by the Company and
in accordance with the transitional election procedures under Code Section 409A, the form of benefit payable to the Participant shall be the form so elected by the Participant on such transition election, except that the first payment under any
such election option that is a separation from service election shall not commence until the January next following the sixth month anniversary of such Participant’s separation from service and that the three year minimum deferral rule of
section 2.1(a) shall not apply solely with respect to this transitional election. 
 2.2 BENEFICIARIES; PAYMENT ON DEATH. A Participant may
designate on a form provided by the Company, or its designated affiliate, a beneficiary or beneficiaries to receive upon the Participant’s death any unpaid amounts credited to the Participant’s Deferral Account. At any time, and from time
to time, a Participant may change or revoke his or her beneficiary designation without the consent of any beneficiary. Any such designation, change or revocation must be made by executing a new beneficiary designation form and filing such form with
the Company, or its designated affiliate. If the Participant designates more than one beneficiary, any payments to beneficiaries will be made in equal percentages unless the Participant designates otherwise. Upon the Participant’s death, any
portion of the Participant’s Deferral Account will be paid to the Participant’s designated beneficiary or beneficiaries, or if no such beneficiary has been designated, to his or her estate, in the form of a lump sum, as soon as practicable
following the death of the Participant, but in no event later than 90 days after the death of the Participant. 
 2.3 PERMANENT DISABILITY. If
a Participant becomes permanently disabled any unpaid amounts credited to his Deferral Account shall be paid in a lump sum as soon as practicable after the occurrence of such disability, but in no event later than 90 days following the occurrence of
such disability. 
 For purposes of this Section 2.3, a Participant shall be considered permanently disabled if the Participant’s physical or
mental incapacity to perform the duties of his own occupation due to illness or disease would qualify him for long term disability benefits under the Disability Plan. In the case of a Participant not eligible for benefits under the Disability Plan,
the determination of Disability status and whether benefits would be payable under the Disability Plan shall be made by the Company based on the standard and terms then in effect under the Disability Plan. For this purpose, the Disability Plan is
the long-term disability coverage provided through the John Hancock Financial Services, Inc. Employee Welfare Plan. 
 2.6 CASH OUT OF SMALL
BENEFITS. Notwithstanding Sections 1.4 or 2.1 hereof, if a Participant’s total Account value under this Plan and any other voluntary nonqualified plan maintained by the Company or any affiliate at the time of his separation from service
is equal to or less than $100,000, the Participant’s Account value will be paid to the Participant on the Payment Commencement Date in a single lump sum payment. 

  
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 2.7 DOMESTIC RELATIONS ORDERS. Notwithstanding anything herein to the contrary, an employer will
comply with the terms of any domestic relations order it receives with respect to any participant’s account under the Plan that the employer, in its sole discretion, determines satisfies the requirements of a qualified domestic relations order,
as defined in Section 414(p)(1)(B) of the Internal Revenue Code. Upon the receipt of any such domestic relations order, if required by the order, the Participant’s account will be split between the Participant and the alternative payee.
Upon such split and going forward, the alternative payee, and not the Participant, will have investment authority or the alternative payee’s account, as set forth in Article III. Payments to the alternative payee will not occur until prior to
such time as benefits are payable to the Participant. The timing and form of distributions to the alternative payee will be the same as the timing and form of distributions to the Participant and will be subject to any restrictions that are
applicable to the Participant’s account, in accordance with the terms of the Plan. 
 ARTICLE III 

ADJUSTMENTS TO DEFERRED AMOUNTS 

3.1 The Company, or its designated affiliate, will adjust the Deferred Amounts in a Participant’s Account as if the funds deferred hereunder had
been credited to a Participant’s Account and subsequently thereafter had been invested by the Company in one or more investment options designated by the Company, or its designated affiliate, (which options are listed on the attached Schedule
A) and selected by the Participant. The Company, or its designated affiliate, shall have the right in its sole discretion to amend Schedule A from time to time, provided that any such amendment shall apply on a prospective basis. The Account shall
be adjusted to reflect interest, dividends and other distributions, loading or similar charges or fees, and increases or decreases in market value which would have resulted had funds equal to the balance of the Account been so invested by the
Company. Nothing herein shall obligate the Company or any employer to purchase any securities or other property listed on the attached Schedule A. The Company, or its designated affiliate, may, in its sole discretion, restrict the ability of a
Participant to change investment options to any extent it deems reasonable. 
 A Participant shall have the right to change his election of the hypothetical
investments used to value his Account at such time and pursuant to such procedures as the Company, or its designated affiliate, may establish from time to time. Any such change shall become effective on a date specified by the Company, or its
designated affiliate, following the date of the receipt of such new election by the Company, or its designated affiliate. The balance of the Participant’s Account and amounts deferred subsequent to the effective date of the change shall then be
adjusted in accordance with the Participant’s new election. 

  
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 Amounts deferred under the Plan and any earnings thereon, as described in this Article III, shall be credited to
specified subaccounts established on behalf of each Participant and as described in section 1.6. Each subaccount shall be a mere bookkeeping account subject to the provisions of Section 5.2. 

ARTICLE IV 

UNFORESEEABLE EMERGENCY PROVISIONS 

4.1 UNFORESEEABLE EMERGENCY DISTRIBUTION. An unforeseeable emergency distribution may be paid from a Deferral Account upon a finding by
the Company, or its designated affiliate, that a Participant has incurred an unforeseeable emergency, as defined below. The determination of an unforeseeable emergency shall be determined by the Company, or its designated affiliate, in its sole
discretion. The amount of an unforeseeable emergency distribution may not exceed the amounts reasonably necessary to meet the unforeseeable emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after
taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not
itself cause severe financial hardship). Up to 100% of a Participant’s Deferral Account may be paid as an unforeseeable emergency distribution. The unforeseeable emergency distribution shall be made in a lump sum payment. Applications for
unforeseeable emergency distributions shall be made in writing. Written proof of an unforeseeable emergency may be requested. The Company, or its designated affiliate, will also determine the date of payment for an unforeseeable emergency
distribution. A Participant’s Deferral Account shall be reduced by the amount of any unforeseeable emergency distribution. 

For purposes of this section, an unforeseeable emergency is a severe financial hardship to the Participant resulting from an illness or
accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as amended) of the Participant, or the Participant’s beneficiary, loss of the Participant’s
property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The determination of an unforeseeable emergency shall be made in accordance with the
provisions of Treasury Regulation Section 1.409A-3 or other guidance issued by the Department of Treasury under Code Section 409A. 

In the event that the Participant receives an unforeseeable emergency distribution under this Article IV or in the event that the Participant
receives a hardship distribution under the terms of any 401 (k) plan sponsored by the Company or any of its affiliates, all current deferrals under this Plan shall cease. 

  
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 ARTICLE V 

GENERAL 
 5.1 PLAN AMENDMENT
OR TERMINATION. The Company, or its designated affiliate, may amend the Plan at any time and authorizes the President of John Hancock Life Insurance Company (U.S.A.), or his designee, to make any changes of a technical nature that he deems
appropriate to carry out the terms of the Plan. The Company may terminate the Plan at any time. Upon termination of the Plan, a Participant’s Deferral Account shall continue to be distributed in accordance with Article II. 

5.2 NO RIGHT TO CORPORATE ASSETS. The Plan is intended to be a nonqualified, unfunded, deferred compensation plan. Neither the Company nor any
employer will be required to reserve, segregate, or deposit any funds or assets of any kind to meet the obligations hereunder. Nothing in this Plan will give a Participant, a Participant’s beneficiary or any other person any equity or other
interest in the assets of the Company or any employer, or create a trust of any kind or a fiduciary relationship of any kind between the Company or its affiliates and any such person. Any rights that a Participant, beneficiary or other person may
have under this Plan shall not be assignable by any such person. Nothing contained herein shall prevent the Company or any employer, in its sole discretion, from establishing a trust, including a so-called rabbi trust, for the purpose of providing
for the payment of obligations arising under the Plan. The assets of such trust shall remain subject to the claims of the creditors of the grantor, and no Participant shall have any interest in the assets of such trust. Neither the Company nor any
employer shall have any further obligation with respect to amounts paid from any such trust. 
 5.3 LIMITATION ON RIGHTS CREATED BY PLAN.
Nothing in this Plan will give a Participant any right to continue as an employee of the Company or any affiliate. 
 5.4 INTERPRETATION.
This Plan will be construed, enforced and administered according to the laws of the Commonwealth of Massachusetts. 
 5.5 ADMINISTRATION.
The Company, or its designated affiliate, is the plan administrator with discretionary authority to interpret the Plan. The Company, or its designated affiliate, may adopt any rules and procedures it deems appropriate to provide for the orderly
and efficient administration of the Plan. 
 5.6 MISCELLANEOUS 

A. Benefits provided hereunder to a Participant or his beneficiary will be subject to withholding of income and other taxes to the extent
required by law. 
 B. Any payment payable under this Plan to an incompetent person may be made, at the sole discretion of the Company, or
its designated affiliate, to such person’s guardian or an institution caring for such person. Such payment to a guardian or institution shall be a full discharge of the Employer’s obligation under the Plan to the Participant or beneficiary
with respect to any amount so paid. 
  

  
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 C. The Company, or its designated affiliate, may make equitable adjustments under this Plan from
time to time, including retroactive adjustments to correct mathematical, accounting, or factual errors made in good faith by the Company, or its designated affiliate or a Participant. Any such adjustments by the Company, or its designated affiliate
will be final and binding on all Participants and beneficiaries. 
 D. The Company, or its designated affiliate shall provide to each
Participant who has made Deferral Election hereunder no less frequently than annually an accounting statement which indicates the amount due under this Plan. 

E. Where the context so requires, the masculine includes the feminine, the singular includes the plural, and the plural includes the singular.

 F. Headings and titles are for convenience only, and the text will control in all matters. 

5.7 CLAIMS FOR BENEFITS 
 A.
Filing a Claim. A Participant or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Company or its designee at such address as may be specified from time to time.
Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant. 

B. Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written
notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Company or its designee. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing,
prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period. 

C. Reasons for Denial. A denial or partial denial of a claim will be dated and signed by the Company or its designee and will clearly
set forth: (i) the specific reason or reasons for the denial; (ii) specific reference to pertinent Plan provisions on which the denial is based; (iii) a description of any additional material or information necessary for the claimant
to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring
a civil action under ERISA section 502(a) following an adverse benefit determination on review. 

  
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 D. Review of Denial. Upon denial of a claim, in whole or in part, a claimant or his duly
authorized representative will have the right to submit a written request to the Company or its designee for a full and fair review of the denied claim by filing a written notice of appeal with the Company or its designee within 60 days of the
receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the claimant’s claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim,
without regard to whether such information was submitted or considered in the initial benefit determination. 
 If the claimant fails to file a request for
review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he
deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim. 

E. Decision Upon Review. The Company or its designee will provide a prompt written decision on review. If the claim is denied on review,
the decision shall set forth: (i) the specific reason or reasons for the adverse determination; (ii) specific reference to pertinent Plan provisions on which the adverse determination is based; (iii) a statement that the claimant is
entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and (iv) a statement describing any voluntary appeal
procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a). 

A decision will be rendered no more than 60 days after the Company’s or its designee’s receipt of the request for review, except that such period
may be extended for an additional 60 days if the Company or its designee determines that special circumstances (such as for a hearing) require such extension. If an extension of time is required, written notice of the extension will be furnished to
the claimant before the end of the initial 60-day period. 
 F. Finality of Determinations; Exhaustion of Remedies. To the extent
permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his
remedies under this Section 6. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the
review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and
theories the claimant presented during the claims procedure. 
  

  
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 G. Limitations Period. Any suit or legal action initiated by a claimant under the Plan
must be brought by the claimant no later than one year following a final decision on the claim for benefits by the Company or its designee. The one-year limitation on suits for benefits will apply in any forum where a claimant initiates such suit or
legal action. 
 IN WITNESS WHEREOF, the Company has caused this restatement to be executed by its duly authorized officer effective as of
January 1, 2013 
  

			
	JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
		
	 By:
	 	 /s/ Craig Bromley

		 	 Craig Bromley

President



			
		
	 Executed on
	 	 Dec. 12/2012

		 	 Date



  
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 FIRST AMENDMENT 

TO THE 
 DEFERRED COMPENSATION
PLAN 
 FOR CERTAIN EMPLOYEES OF 

JOHN HANCOCK 
 The Deferred Compensation Plan for
Certain Employees of John Hancock (effective January 1, 2013) is hereby amended as follows: 
 Section 1.3, entitled “Compensation Eligible
for Deferral” is amended by substituting the words “performance bonuses” for the words “phantom stock appreciation rights (“PSARs”)”. 
  

							
	 /s/ Craig Bromley
	 		 		 	 Nov 15, 2013

	 Craig Bromley
 President

John Hancock Life Insurance Company (U.S.A.)
	 	Date