exv4wxdy






Exhibit 4(d)




SUBORDINATED CONTRACT VALUE INTERESTS GUARANTEE




          SUBORDINATED CONTRACT VALUE INTERESTS GUARANTEE (the “Subordinated Guarantee”) dated as of
June 27, 2011, by MANULIFE FINANCIAL CORPORATION, a corporation organized under the laws of Canada
(the “Guarantor”), in connection with certain deferred fixed annuity contracts subject to market
value adjustments on early withdrawals (hereinafter, the “Contracts”) issued by JOHN HANCOCK LIFE
INSURANCE COMPANY (U.S.A.), a stock life insurance company existing under the laws of the State of
Michigan (“JHUSA”).




WITNESSETH:




          WHEREAS, JHUSA will be the issuer of Contracts pursuant to which holders thereof will earn
guaranteed rates of return on contract values (such values, inclusive of earnings, referred to as
“Contract Value Interests”) that JHUSA will determine from time to time with reference to a widely
known index, such as a Consumer Price Index published by the United States Department of Labor; and




          WHEREAS, JHUSA intends to register the offer and sale of such Contract Value Interests under
the U.S. Securities Act of 1933, as amended (the “Securities Act”), by JHUSA and the Guarantor
intends to register the issuance of this Subordinated Guarantee under the Securities Act; and




          WHEREAS, this Subordinated Guarantee is intended to enable JHUSA to be exempt from filing
certain periodic reports under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange
Act”),which will relieve JHUSA of costs and inconvenience; and




          WHEREAS, as the indirect owner of all of JHUSA’s outstanding stock, the Guarantor also will
indirectly benefit from JHUSA’s exemption from reporting.




          NOW, THEREFORE, in consideration of the premises set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Guarantor hereby
agrees as follows:




          SECTION 1. Guarantee. The Guarantor hereby unconditionally guarantees, as a
principal and not merely as a surety, the full and punctual payment when due of all Contract Value
Interests payable by JHUSA pursuant to or from the Contracts to any holder, owner, annuitant or
beneficiary under any Contract creating such interest, to any successor, legatee, heir, or assignee
of any such person or entity, to any other account or option under the Contract, or to any other
account of any such person or entity (all of the foregoing persons, entities, accounts and options
being referred to herein as “Payees”). For this purpose, Contract Value Interests payable by JHUSA
to a Payee from a Contract





	 	(a)	 	upon a full or partial withdrawal, a cancellation, a loan, a full or partial
conversion of account value to annuity payments, or similar removal of assets,




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	 	 	 	will be a net amount equal to the Contract’s then current account value after (i)
increase for any positive market value adjustment that would be credited to a Payee
under the terms of the Contract for the transaction in question and (ii) reduction for
any interest, fees, charges, outstanding loans, and negative market value adjustments
that would be charged against a Payee under the terms of the Contract for the
transaction in question; or
	 
	 	(b)	 	upon payment of any other amount as a consequence of the death of any owner,
holder, or annuitant under a Contract prior to a complete conversion of account value
to annuity payments, will be a net amount equal to the Contract’s then current account
value after (i) increase to reflect any accrued but uncredited statutory interest
attributable thereto and (ii) reduction for any interest, fees, charges, and
outstanding loans that would be charged against a Payee under the terms of the
Contract for the transaction in question.




For this purpose, Contract Value Interests include net amounts removed in connection with the above
transactions and amounts remaining in the Contract, but do not include annuity payments that are
made following the complete or partial conversion of account value to annuity payments.




          SECTION 2. Gross Up. All payments made by the Guarantor to any Payee under this
Subordinated Guarantee shall be made in full, free of and without withholding or deduction for, or
on account of, any present or future Canadian Taxes (as defined below) (other than Excluded Taxes,
as defined below) unless the withholding or deduction of such taxes by the Guarantor is required by
law or by the administration or interpretation of such law and provided that, if the Guarantor
shall be required by law to deduct or withhold any Canadian Taxes (other than Excluded Taxes) from
or in respect of any payment or sum payable to the Payees, the payment or sum payable shall be
increased as may be necessary so that after making all required deductions or withholdings
(including deductions or withholdings applicable to additional amounts payable under this Section)
the Payee receives an amount equal to the sum it would have received if no deduction or withholding
had been made (the “Guarantor Additional Amounts”), and the Guarantor shall pay the full amount
deducted or withheld to the relevant taxation or other authority in accordance with applicable law.




          For the purposes of this Section, “Canadian Taxes” means “any taxes, duties, assessments or
governmental charges of whatever nature imposed or levied by or on behalf of the Government of
Canada, or any province, territory or political subdivision thereof, or any authority therein or
thereof having power to tax” and “Excluded Taxes” means any Canadian Taxes which are imposed on a
Payee with respect to any Contract: (a) (i) by reason of his being a person with whom JHUSA or the
Guarantor is not dealing at arm’s length for the purposes of the Income Tax Act (Canada), or (ii)
by reason of his having a connection with Canada or any province or territory thereof other than
the mere holding, use or ownership or deemed holding, use or
ownership of such Contract; (b) where the Payee would not be  liable
for or subject to such withholding or deduction by making a claim for
exemption to the relevant tax authority; or (c) more than 10
days after






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the Relevant Date (as defined below) except to the extent that the Payee thereof would
have been entitled to Guarantor Additional Amounts on presenting the same for payment on the last
day of such period of 10 days. For the purposes of this Section, “Relevant Date” means the date on
which such payment first becomes due.




          SECTION 3. Guarantee Absolute. The Guarantor agrees that this Subordinated Guarantee
is a guarantee of payment and not of collection or collectibility, and that the obligations of the
Guarantor hereunder shall be primary, absolute and unconditional and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise affected by:





	 	(i)	 	any extension, renewal, settlement, compromise, waiver or release in respect
of any obligation of JHUSA under the Contracts, or by operation of law or otherwise;
	 
	 	(ii)	 	any modification, amendment, supplement, endorsement or rider to the
Contracts;
	 
	 	(iii)	 	any change in the corporate existence, structure or ownership of JHUSA, or
any insolvency, bankruptcy, reorganization or other similar proceeding affecting JHUSA
or its assets or any resulting release or discharge of any obligation of JHUSA
contained in the Contracts;
	 
	 	(iv)	 	the existence of any defense, claim, set-off or other rights which the
Guarantor may have at any time against JHUSA, or any other person, whether in
connection herewith or any unrelated transactions, provided that nothing herein shall
prevent the assertion of any such claim by separate suit or compulsory counterclaim or
with respect to obligations of the Guarantor other than obligations hereunder;
	 
	 	(v)	 	any invalidity or unenforceability relating to or against JHUSA for any
reason under the Contracts, or any provision of applicable law or regulation
purporting to prohibit the payment by JHUSA of any amount payable by JHUSA under the
Contracts; or
	 
	 	(vi)	 	any other act or omission to act or delay of any kind by JHUSA or any other
person or any other circumstance whatsoever which might, but for the provisions of
this paragraph, constitute a legal or equitable discharge of the Guarantor’s
obligations hereunder.





          SECTION 4. Representations and Warranties. The Guarantor hereby represents and
warrants that:




          (a) Authorization; No Contravention. The execution, delivery and performance by the
Guarantor of this Subordinated Guarantee is within the Guarantor’s powers, has been duly authorized
by all necessary action, requires no action by or in respect of, or filing with, any governmental
body, agency or official to be effective and does not contravene, or constitute a default under,
any provision of applicable law or regulation, as amended from time to time, or the Letters Patent
of Incorporation or by-laws of the Guarantor or of any agreement, judgment, injunction, order,
decree or other instrument






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binding upon the Guarantor or result in or require the creation or imposition of any lien on
any asset of the Guarantor.




          (b) Binding Effect. This Subordinated Guarantee constitutes a valid and binding
agreement of the Guarantor, enforceable against the Guarantor in accordance with its terms.




          SECTION 5. Enforcement of Guarantee. Without limiting any other provision of this
Subordinated Guarantee, in no event shall any Payee have any obligation to proceed against JHUSA or
any other person or property before seeking satisfaction from the Guarantor. Any Payee may enforce
this Subordinated Guarantee directly against the Guarantor, subject to no preconditions other than
failure by JHUSA to pay when due any guaranteed amount.




          SECTION 6. Waiver. Without limiting any other provision of this Subordinated
Guarantee, the Guarantor hereby irrevocably waives promptness, diligence, or notice of acceptance
hereof, presentment, demand, protest and any and all other notice not provided for herein and any
requirement that at any time a Payee or any other person exhaust any right or take any action
against JHUSA and any other circumstances whatsoever that might otherwise constitute a legal or
equitable discharge, release or defense of the Guarantor or that might otherwise limit recourse
against the Guarantor.




          SECTION 7. Compliance with Regulation S-X. This Subordinated Guarantee shall be
interpreted in such a manner that it will be “full and unconditional” as those words are used in
Rule 3-10 of Regulation S-X of the United States Securities and Exchange Commission, as currently
in effect, and as they may be amended from time to time.




          SECTION 8. No Waiver; Remedies. No failure on the part of a Payee to exercise, and
no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise of any right hereunder preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.




          SECTION 9. Continuing Guarantee; Reinstatement in Certain Circumstances. This
Subordinated Guarantee is a continuing guarantee and the Guarantor’s obligations hereunder shall
(i) remain in full force and effect until the indefeasible payment in full of all Contract Value
Interests payable by JHUSA pursuant to or under the Contracts prior to a complete conversion of
account value to annuity payments and (ii) be binding upon the Guarantor and its successors and
assigns. If at any time any payment by JHUSA of any amounts payable by JHUSA pursuant to or under
the Contracts is rescinded or must otherwise be restored or returned upon the insolvency,
bankruptcy or reorganization of JHUSA or otherwise, the Guarantor’s obligations hereunder with
respect to such payment shall be reinstated as though such payment had been due but not made at
such time.







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          SECTION 10. Termination. The Guarantor may terminate this Subordinated Guarantee as
it would apply to Contract Value Interests in any Contracts issued after the effective termination
date (the “Termination Date”) by giving written notice to JHUSA at least 14 days prior to the
effective Termination Date specified in such notice. The termination of this Subordinated
Guarantee with respect to Contract Value Interests in Contracts to be issued after the effective
Termination Date shall not in any way affect, modify, alter or amend the Guarantor’s obligations
with respect to guarantees of Contract Value Interests in Contracts issued hereunder prior to the
effective Termination Date.




          SECTION 11. Successor Guarantor. In the event of any amalgamation or consolidation by
the Guarantor with or merger by the Guarantor into any other corporation or any transaction
involving the transfer of all or substantially all of the Guarantor’s assets to any corporation or
other entity and which as a matter of law or contract results in the successor corporation or
entity becoming bound by or assuming the Guarantor’s obligations under this Subordinated Guarantee,
such successor corporation or other entity formed by such amalgamation or consolidation or into
which the Guarantor is merged or to which such transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Guarantor under this Subordinated
Guarantee, with the same effect as if it had been named herein as the Guarantor, and thereafter,
the predecessor corporation or entity shall be relieved of all obligations and covenants under this
Subordinated Guarantee.




          SECTION 12. Stay of Time of Payment. Without limiting any other provision of this
Subordinated Guarantee, if the time for payment of any amount payable by JHUSA under a Contract is
stayed upon the insolvency, bankruptcy or reorganization of JHUSA, all such amounts otherwise
subject to payment under the terms of this Subordinated Guarantee shall nonetheless be payable by
the Guarantor hereunder forthwith on demand by the Payee.




          SECTION 13. Subordination. The obligations under this Subordinated Guarantee shall be
unsecured obligations of the Guarantor, and shall be subordinated in right of payment in the event
of bankruptcy, liquidation, dissolution, winding up or reorganization, or upon the acceleration of
any senior indebtedness of the Guarantor and shall be subordinate in right of payment to the prior
payment in full of all other obligations of the Guarantor except for other guarantees or
obligations of the Guarantor which by their terms are designated as ranking equally in right of
payment with or subordinate to this Subordinated Guarantee. This Subordinated Guarantee shall rank
equally in right of payment with all other guarantees issued or to be issued by the Guarantor in
favor of the holders of any securities (including, without limitation, any notes, annuities or
market value adjustments) issued or to be issued by any of the Guarantor’s subsidiaries, which
guarantees are issued to enable such subsidiaries to be exempt from filing periodic reports under
the Exchange Act.




          SECTION 14. Governing Law. This Subordinated Guarantee shall be governed by, and
construed in accordance with, the laws of the Commonwealth of Massachusetts.







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          SECTION 15. Agent for Service; Submission to Jurisdiction: Waiver of Immunities.
The Guarantor: (i) acknowledges that it has, by separate written instrument, irrevocably designated
and appointed John Hancock Life Insurance Company (U.S.A.), 601 Congress Street, Boston,
Massachusetts 02210, as authorized agent for service (the “Agent for Service”) upon whom process
may be served in any legal action or proceeding against it arising out of or in connection with
this Subordinated Guarantee that may be instituted in any state or federal court located in the
City of Boston, Massachusetts (a “Massachusetts Court”); (ii) acknowledges that the Agent for
Service has accepted such designation; and (iii) agrees that service of process upon the Agent for
Service shall be deemed in every respect effective service of process upon the Guarantor in any
such action or proceeding.




          The Guarantor irrevocably: (i) agrees that any legal action or proceeding against it arising
out of or in connection with this Subordinated Guarantee or for recognition or enforcement of any
judgment rendered against it in connection with this Subordinated Guarantee may be brought in any
Massachusetts Court; (ii) agrees that by execution and delivery of this Subordinated Guarantee, the
Guarantor hereby irrevocably accepts and submits to the non-exclusive jurisdiction of any
Massachusetts Court in personam, generally and unconditionally with respect to any such action or
proceeding for itself and in respect of its property, assets and revenues; (iii) waives, to the
fullest extent permitted by law, any objection which it may now or hereafter have to the laying of
venue of any such action or proceeding brought in any Massachusetts Court and any claim that any
such action or proceeding has been brought in an inconvenient forum.




          SECTION 16. Severability. Any provision of this Subordinated Guarantee which is
illegal, invalid, prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such illegality, invalidity, prohibition or unenforceability
without invalidating the remaining provisions hereof and any such illegality, invalidity,
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.




          SECTION 17. Entire Agreement. This Subordinated Guarantee embodies the entire
undertaking of the Guarantor with respect to the subject matter hereof and supersedes any prior
written or oral agreements and understandings relating to the subject matter hereof.




          SECTION 18. Amendment. No term or provision of this Subordinated Guarantee may be
waived, amended, supplemented or otherwise modified except in a writing signed by the Guarantor.










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          SECTION 19. Notices. All notices and other communications provided for herein shall
be made in writing and mailed by certified or registered mail, delivered by hand or overnight
courier service as follows:





			
	          (a)	 	If to the Guarantor


Manulife Financial Corporation

200 Bloor Street East

Toronto, Ontario

M4W 1E5


Attention:     Treasurer






			
	          (b)	 	If to JHUSA:


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

601 Congress Street

Boston, Massachusetts

02210


Attention:     General Manager, Fixed Products





     Notices mailed by certified or registered mail or sent by hand or overnight courier service
shall be deemed to have been given when received.



     SECTION 20. Counterparts. This Subordinated Guarantee and any amendments, waivers,
consents or supplements hereto may be executed in counterparts, each of which shall constitute an
original, but all of which together shall constitute one and the same instrument.



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          IN WITNESS WHEREOF, the Guarantor has caused this Subordinated Guarantee to be duly executed
and delivered by its officer thereunto duly authorized as an instrument under seal as of the date
first above written.




	 	 	 	 	 
	 	MANULIFE FINANCIAL CORPORATION

 	 
	 	By:  	/s/ Peter J. Levitt	 
	 	 	Name:  	Peter J. Levitt	 
	 	 	Title:  	Executive Vice President & 

Treasurer	 
	 




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          IN WITNESS WHEREOF, the Guarantor has caused this Subordinated Guarantee to be duly executed
and delivered by its officer thereunto duly authorized as an instrument under seal as of the date
first above written.




	 	 	 	 	 
	 	MANULIFE FINANCIAL CORPORATION

 	 
	 	By:  	/s/
Michael W. Bell	 
	 	 	Name:  	Michael W. Bell	 
	 	 	Title:  	Senior Executive Vice President 

& Chief Financial Officer	 
	 




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