JOHN HANCOCK LIFE INSURANCE COMPANY SignatureNotes WITH MATURITIES OF TWELVE MONTHS OR MORE FROM DATE OF ISSUE (FULLY AND UNCONDITIONALLY GUARANTEED BY MANULIFE FINANCIAL CORPORATION) SELLING AGENT AGREEMENTSelling Agent Agreement • July 8th, 2005 • Hancock John Life Insurance Co • Life insurance • New York
This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
SUBORDINATED OLD NOTE GUARANTEESubordinated Old Note Guarantee • July 8th, 2005 • Hancock John Life Insurance Co • Life insurance • New York
SUBORDINATED OLD NOTE GUARANTEE (the “Subordinated Guarantee”) dated as of July 8, 2005, by MANULIFE FINANCIAL CORPORATION, a corporation organized under the laws of Canada (“MFC” or the “Guarantor”), in favor of the holders of certain notes or other evidence of indebtedness issued by John Hancock Life Insurance Company (“JHLICO”) prior to July 8, 2005 under its so called Signature Notes program (hereinafter referred to as the “Old Notes”) and in favor of JPMORGAN CHASE BANK, N.A., as Trustee (the “Trustee”) under a certain Indenture between JHLICO and the Trustee dated as of June 15, 2002, as supplemented and amended, (the “Indenture”) for the benefit of the holders of the Old Notes.
SUBORDINATED NEW NOTE GUARANTEESubordinated New Note Guarantee • July 8th, 2005 • Hancock John Life Insurance Co • Life insurance • New York
SUBORDINATED NEW NOTE GUARANTEE (the “Subordinated Guarantee”) dated as of July 8, 2005, by MANULIFE FINANCIAL CORPORATION, a corporation organized under the laws of Canada (“MFC” or the “Guarantor”), in favor of the holders of certain notes or other evidence of indebtedness issued by John Hancock Life Insurance Company (“JHLICO”) on or after July 8, 2005 under its so called SignatureNotes program (hereinafter referred to as the “New Notes”) and in favor of JPMORGAN CHASE BANK, N.A., as Trustee (the “Trustee”) under a certain Indenture between JHLICO and the Trustee dated as of June 15, 2002, as supplemented and amended, (the “Indenture”) for the benefit of the holders of the New Notes.
JOHN HANCOCK LIFE INSURANCE COMPANY AND JPMORGAN CHASE BANK, N.A. as Trustee THIRD SUPPLEMENTAL INDENTURE dated as of July 8, 2005 to INDENTURE dated as of June 15, 2002 SIGNATURENOTES(SM) (SM)SERVICE MARK OF JOHN HANCOCK LIFE INSURANCE COMPANYHancock John Life Insurance Co • July 8th, 2005 • Life insurance • New York
THIS THIRD SUPPLEMENTAL INDENTURE dated as of July 8, 2005 (the “Third Supplemental Indenture”), between JOHN HANCOCK LIFE INSURANCE COMPANY, a stock life insurance company duly organized and existing under the laws of the Commonwealth of Massachusetts (hereinafter sometimes called the “Company”), and JPMORGAN CHASE BANK, N.A., a national banking association (formerly JPMorgan Chase Bank), as trustee hereunder (the “Trustee”), supplements the Indenture dated as of June 15, 2002 between the parties hereto (the “Base Indenture”), as previously supplemented by the Supplemental Indenture dated as of January 16, 2003 (the “First Supplemental Indenture”) and the Second Supplemental Indenture dated as of July 8, 2005 (the “Second Supplemental Indenture” and, together with the Base Indenture, the First Supplemental Indenture and any further supplements from time to time executed and delivered in accordance with the terms of the Base Indenture, the “Indenture”). Capitalized terms used herein wh
