0001086888-15-000036 Sample Contracts

SUBORDINATED GUARANTEE
Subordinated Guarantee • July 2nd, 2015 • Manulife Financial Corp • Life insurance • Ontario

SUBORDINATED GUARANTEE made as of July 1, 2015, 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 unsecured debentures designated the 3.938% Fixed/Floating Series A Subordinated Debentures, due September 21, 2022 (the “Debentures”) issued by The Manufacturers Life Insurance Company, a corporation amalgamated under Insurance Companies Act (Canada) (the “Corporation”), as successor to The Standard Life Assurance Company of Canada (“Predecessor”), in favour of Computershare Trust Company of Canada as trustee (together with its permitted successors and assigns, the “Trustee”) for the benefit of the Holders under the terms of a first supplemental indenture made as of the date hereof between the Corporation and the Trustee to the trust indenture made as of September 21, 2012 between Predecessor and the Trustee, as supplemented (as the same may be further ame

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THE MANUFACTURERS LIFE INSURANCE COMPANY, as issuer of the Debentures, -and- COMPUTERSHARE TRUST COMPANY OF CANADA FIRST SUPPLEMENTAL INDENTURE SUPPLEMENTAL TO THE TRUST INDENTURE MADE AS OF SEPTEMBER 21, 2012 July 1, 2015
First Supplemental Indenture • July 2nd, 2015 • Manulife Financial Corp • Life insurance • Ontario

WHEREAS by a trust indenture dated as of September 21, 2012, between The Standard Life Assurance Company of Canada, a predecessor to Successor (“Predecessor”) and the Trustee (the “Indenture”), provision was made for the issuance of Debentures (as defined in the Indenture) in one or more series, unlimited as to aggregate principal amount but issuable only upon the terms and subject to the conditions therein provided;

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