0001086888-07-000005 Sample Contracts

SUBORDINATED GUARANTEE
Subordinated Guarantee • February 2nd, 2007 • Manulife Financial Corp • Life insurance • Ontario

SUBORDINATED GUARANTEE made as of the 29th day of January, 2007, by Manulife Financial Corporation, a company incorporated under the Insurance Companies Act (Canada) (the “Guarantor”), in favour of the Holders (defined herein) of certain subordinated debentures issued by The Manufacturers Life Insurance Company, a corporation amalgamated under Insurance Companies Act (Canada) (the “Corporation”) and in favour of CIBC Mellon Trust Company as trustee (including any successor pursuant to the terms of the Indenture (as defined herein), the “Trustee”), under the terms of a trust indenture made as of February 16, 2001, as the same may be amended and supplemented in accordance with the terms thereof (the “Indenture”) between the Corporation and the Trustee on behalf of the Holders of the Corporation’s 6.24% subordinated debentures due February 16, 2016 (first redeemable February 16, 2011) (the “Debentures”).

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GUARANTEE AGREEMENT
Guarantee Agreement • February 2nd, 2007 • Manulife Financial Corp • Life insurance • Ontario

THE MANUFACTURERS LIFE INSURANCE COMPANY, a life insurance company amalgamated under the Insurance Companies Act (Canada)

GUARANTEE
Guarantee • February 2nd, 2007 • Manulife Financial Corp • Life insurance • Ontario

GUARANTEE made as of the 29th day of January, 2007 by Manulife Financial Corporation, a company incorporated under the Insurance Companies Act (Canada) (the “Guarantor”), in favour of Maritime Life Canadian Funding, a trust formed under the laws of Ontario (the “Trust”) represented by its trustee, The Canada Trust Company (the “Trustee”).

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