6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2014

Commission File:  Number  1-14942

MANULIFE FINANCIAL CORPORATION

(Translation of registrant's name into English)

200 Bloor Street East,

North Tower 10

Toronto, Ontario, Canada M4W 1E5

(416) 926-3000

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ¨ Form 40-F þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No þ

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________.

DOCUMENTS FILED AS PART OF THIS FORM 6-K

The following documents, filed as exhibits to this Form 6-K, are incorporated by reference as part of this Form 6-K:

Exhibit	Description of Exhibit
99.1	The Manufacturers Life Insurance Company and BNY Trust Company of Canada - Fifth Supplemental Indenture
99.2	Manulife Financial Corporation Guarantee

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MANULIFE FINANCIAL CORPORATION
	By:           /s/Kay Song
	Name:          Kay Song
	Title: Assistant Corporate Secretary
Date:  February 21, 2014

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	The Manufacturers Life Insurance Company and BNY Trust Company of Canada - Fifth Supplemental Indenture
99.2	Manulife Financial Corporation Guarantee

EX-99.1

  

MADE AS OF FEBRUARY 21, 2014

THE MANUFACTURERS LIFE INSURANCE COMPANY

and

BNY TRUST COMPANY OF CANADA

TRUSTEE

FIFTH SUPPLEMENTAL INDENTURE

Supplemental to

THE AMENDED AND RESTATED

TRUST INDENTURE

MADE AS OF NOVEMBER 18, 2011

and providing for the issue of

$500,000,000 PRINCIPAL AMOUNT OF 2.811% FIXED/FLOATING

SUBORDINATED DEBENTURES

due 2024

TORYS

________LLP

THIS FIFTH SUPPLEMENTAL INDENTURE made as of February 21, 2014

BETWEEN:

THE MANUFACTURERS LIFE INSURANCE COMPANY, a corporation amalgamated under the Insurance Companies Act (Canada) and having its registered office in the City of Toronto in the Province of Ontario

(the “Corporation”),

- and -

BNY TRUST COMPANY OF CANADA, a trust company incorporated under the federal laws of Canada and having an office in the City of Toronto in the Province of Ontario

(the “Trustee”)

WHEREAS the Corporation and CIBC Mellon Trust Company were parties to an indenture dated November 8, 2002 as supplemented by a first supplemental indenture dated November 8, 2002 (the “Original Indenture”) which provided, among other things, for the creation and issuance of the Debentures; and

WHEREAS CIBC Mellon Trust Company resigned as trustee and BNY Trust Company of Canada was appointed as the replacement Trustee; and

WHEREAS the Corporation and the Trustee have amended and restated the terms of the Original Indenture pursuant to the Amended and Restated Trust Indenture made as ofNovember 18, 2011 (as so amended and restated and as may be further modified and in effect from time to time, the “Principal Indenture”); and

WHEREAS by a First Supplemental Indenture (the “First Supplemental Indenture”) made as of November 18, 2011 between the Corporation and the Trustee, provision was made for the issue of one series of debt securities, such series being the 4.21% Fixed/Floating Subordinated Debentures due 2021 in the aggregate principal amount of $550,000,000, upon the terms set forth in the Principal Indenture as supplemented by the First Supplemental Indenture; and

WHEREAS by a Second Supplemental Indenture (the “Second Supplemental Indenture”) made as of February 17, 2012 between the Corporation and the Trustee, provision was made for the issue of one series of debt securities, such series being the 4.165% Fixed/Floating Subordinated Debentures due 2022 in the aggregate principal amount of $500,000,000, upon the terms set forth in the Principal Indenture as supplemented by the Second Supplemental Indenture; and

WHEREAS by a Third Supplemental Indenture (the “Third Supplemental Indenture”) made as of February 25, 2013 between the Corporation and the Trustee, provision was made for the issue of one series of debt securities, such series being the 2.819% Fixed/Floating Subordinated Debentures due 2023 in the aggregate principal amount of $200,000,000, upon the terms set forth in the Principal Indenture as supplemented by the Third Supplemental Indenture; and

WHEREAS by a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) made as of November 29, 2013 between the Corporation and the Trustee, provision was

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made for the issue of one series of debt securities, such series being the 2.926% Fixed/Floating Subordinated Debentures due 2023 in the aggregate principal amount of $250,000,000, upon the terms set forth in the Principal Indenture as supplemented by the Fourth Supplemental Indenture; and

WHEREAS the Corporation is duly authorized to create and issue a series of debt securities upon the terms set forth in the Principal Indenture. The terms, provisions and conditions of such series are provided for by this Fifth Supplemental Indenture which supplements the Principal Indenture, such series being the 2.811% Fixed/Floating Subordinated Debentures due 2024 in an aggregate principal amount of $500,000,000 (the “Debentures”). In connection therewith, the Corporation has requested that the Trustee execute this Fifth Supplemental Indenture; and

WHEREAS all necessary corporate action has been taken by the Corporation to make the Debentures, when certified by the Trustee and issued as provided in this Fifth Supplemental Indenture, valid, binding and legal obligations of the Corporation with the benefit and subject to the terms of the Principal Indenture as supplemented by this Fifth Supplemental Indenture; and

WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Trustee; and

WHEREAS the terms of this Fifth Supplemental Indenture are to be executed and delivered by the parties hereto by way of supplement to the Principal Indenture in order to provide for the issue of the Debentures; and

WHEREAS the Trustee has full power and authority to execute this Fifth Supplemental Indenture and to accept and execute the trusts herein imposed upon it;

NOW THEREFORE the parties agreeas follows:

ARTICLE 1

INTERPRETATION

1.1 To be read with Indenture.

This Fifth Supplemental Indenture is supplemental to the Indenture (as defined below) and shall hereafter be read together with the Indenture and shall have effect as if all the provisions thereof and hereof were contained in one instrument.

1.2 Definitions.

In this Fifth Supplemental Indenture, unless there is something in the subject matter or context inconsistent therewith:

(a) the expressions “Article” and “Section” followed by a number mean and refer to the specified Article and Section of this Fifth Supplemental Indenture unless otherwise expressly stated. Other expressions defined in the Principal Indenture have the same meanings when used in this Fifth Supplemental Indenture.

(b) “3-month CDOR” means, for any quarterly floating rate interest period, the average bid rate of interest (expressed as an annual percentage rate) rounded to the nearest one-hundred-thousandth of 1.00% (with .000005 per cent being rounded up) for Canadian dollar bankers’ acceptances with maturities of three months which appears on the Reuters

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Screen CDOR Page as of 10:00 a.m., Toronto time, on the first Business Day of such quarterly interest period. If such rate does not appear on the Reuters Screen CDOR Page on such day, the 3-month CDOR for such period shall be the average of the bid rates of interest (expressed and rounded as set forth above) for Canadian dollar bankers’ acceptances with maturities of 90 days for same-day settlement as quoted by such of the Schedule I banks (as defined in the Bank Act (Canada)) as may quote such a rate as of 10:00 a.m., Toronto time, on the first Business Day of such quarterly interest period.

(c) “Bankers’ Acceptance Rate” means, for any interest period, the rate applicable to Canadian dollar bankers’ acceptances with a term to maturity of 30 days appearing on the Reuters Screen CDOR Page (or any successor or substitute page or service) as of 10:00 a.m. Toronto time on the first day of such interest period.

(d) “Business Day” means any day on which Canadian chartered banks are open for business in Toronto and which is not a Saturday or Sunday.

(e) “Indenture” (when not qualified by the words “Principal”, “Original” or “Supplemental”), “hereto”, “hereby”, “hereunder”, “hereof”, “herein” and similar expressions refer to the Principal Indenture and all indentures, deeds or other instruments supplemental or ancillary thereto, including this Fifth Supplemental Indenture and not to any particular Article, Section, subdivision or portion hereof.

(f) “Debentures” means the debentures of the series referred to in Article 2 of this Fifth Supplemental Indenture.

(g) “MCCSR” means the Minimum Continuing Capital Surplus Requirements (or its equivalent) for Canadian federally regulated insurance companies.

(h) “Prospectus Supplement” means a prospectus supplement for the Debentures.

(i) “Program Amount” means the aggregate principal amount of debentures qualified for issuance from time to time under the Prospectus then in effect. As of the date of this Supplement the Program Amount is $2,000,000,000.

(j) “Prospectus” means the short form base shelf prospectus of the Corporation with respect to the continuous offering of debentures filed with the securities regulatory authority in each of the provinces and territories of Canada from time to time, including any amendments or supplements thereto (other than any Prospectus Supplement).

(k) “Reuters Screen CDOR Page” means the display designated as page “CDOR” on the Reuters Monitor Money Rates Service (or such other page as may replace the CDOR page on that service) for purposes of displaying Canadian dollar bankers’ acceptance rates.

(l) “Superintendent” means the Superintendent of Financial Institutions appointed pursuant to the Office of the Superintendent of Financial Institutions Act (Canada).

(m) “Supplement” means this Fifth Supplemental Indenture made as of the date hereof, together with all schedules hereto.

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(n) “U.S. Person” means a U.S. Person as defined in Regulation S under the U.S. Securities Act.

(o) “U.S. Securities Act” means the United States Securities Act of 1933, as amended.

(p) “Written Order of the Corporation” has the meaning given in the Principal Indenture.

ARTICLE 2

ISSUE OF SUBORDINATED DEBENTURES

2.1 Form, Terms and Certification and Delivery of the 2.811% Fixed/Floating Subordinated Debentures.

(a) The fifth series of debentures authorized to be issued from time to time hereunder, as one series, are designated “2.811% Fixed/Floating Subordinated Debentures” and are herein sometimes called the “Debentures”. The Debentures may be issued by the Corporation from time to time in an unlimited aggregate principal amount and may only be validly issued when the aggregate principal amount of the Debentures to be issued, when added to the aggregate principal amount of all debentures previously or simultaneously issued under the Prospectus in effect on the date of issue, does not exceed the Program Amount. Upon any increase or decrease from time to time in the Program Amount, the Corporation shall forthwith deliver to the Trustee a certified copy of the resolution of the Directors of the Corporation approving such change, together with a copy of any amendment of or supplement to the Prospectus relating to such increase or decrease. Debentures shall be delivered to the Trustee on the respective terms set out in Article 4 and, subject to compliance with the provisions of Section 2.2.1 of the Principal Indenture, shall be certified by or on behalf of the Trustee by a certificate substantially in the form specified on Schedule A and delivered by the Trustee upon receipt of the Written Order of the Corporation.

ARTICLE 3

TERMS OF THE DEBENTURES

3.1 Designation and Issue.

In accordance with the Principal Indenture the Corporation is authorized to issue under this Fifth Supplemental Indenture the 2.811% Fixed/Floating Subordinated Debentures as a series of debt securities, which will have the respective terms set out in this Article 3 in addition to the terms set out in the Principal Indenture.

(a) Principal Amount. The initial principal amount of the Debentures which may be issued under this Fifth Supplemental Indenture is $500,000,000. The Corporation may, at its option, reopen this series of debt securities in accordance with the provisions of Section 2.2.3 of the Principal Indenture.

(b) Issue Date. The Debentures will be dated February 21, 2014 (regardless of their actual date of issue) (the “Issue Date”).

(c) Fixed Rate of Interest. The Debentures will bear interest from the Issue Date to but excluding February 21, 2019 at a fixed annual rate of 2.811% payable in equal semi-

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annual installments on February 21, and August 21 of each year, with the first interest payment due on August 21, 2014 and the last interest payment due on February 21, 2019. The amount payable from and including the Issue Date to but excluding August 21, 2014 will be $14.055 per $1,000 principal amount of Debentures.

(d) Floating Rate of Interest. The Debentures will bear interest from and including February 21, 2019 to but excluding February 21, 2024, at a floating rate of interest equal to the 3-month CDOR plus 0.80% payable quarterly in arrears on the on the 21st of each of February, May, August and November in each year, commencing May 21, 2019. The Corporation shall provide to the Trustee its interest calculation in respect of any floating rate interest period.

(e) Calculation of Interest. Interest will be calculated on the basis of a year of 365 days.

(f) Stated Maturity Date. The Debentures will mature on February 21, 2024.

(g) Denominations. The Debentures will be issued in minimum denominations of $1,000 and integral multiples thereof, subject as provided in accordance with clause (k) below;

(h) Redemptions. The Corporation may, at its option, redeem the Debentures, with the prior approval of the Superintendent, in accordance with the provisions of Article 3 of the Principal Indenture and on not less than 30 days’ nor more than 60 days’ prior notice to the applicable Holder, in whole or in part, on or after February 21, 2019 at a redemption price equal to par, together with accrued and unpaid interest to but excluding the date of redemption.

(i) Defeasance. On or after February 21, 2019, the Corporation may, at its option, elect, with the prior approval of the Superintendent, to be released from the terms of the Indenture relating to the outstanding Debentures in accordance with the provisions of Article 8 of the Principal Indenture.

(j) Amendments Affecting Capital Treatment. Each of the Corporation and the Trustee agrees, and each Holder of a Debenture, by such Holder’s acceptance thereof, likewise agrees, not to make any changes to this Indenture or the Debentures, without, but may from time to time with, the prior approval of the Superintendent, which might affect the classification afforded the Debentures from time to time for capital adequacy purposes pursuant to the Insurance Companies Act (Canada) or the MCCSR.

(k) Currency. The Debentures will be issued in Canadian Dollars.

(l) Form. Each Debenture will be issued substantially in the form of the registered Debenture as set out in Article 4.

(m) Place of Payment. Payments of principal and interest on each registered interest bearing Debenture shall be made in Canadian Dollars at the head office of the Trustee in Toronto, Ontario.

(n) U.S. Legend. The Trustee acknowledges that the Debentures have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold within the United States, except that the Debentures may be offered or sold to Qualified Institutional

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Buyers pursuant to Rule 144A under the U.S. Securities Act. Each Debenture issued to a U.S. Person pursuant to an exemption from the registration requirements of the U.S. Securities Act, and all Debentures issued in exchange or transfer therefore, shall bear the legend set forth on Schedule B in boldface print on the face of such certificate.

(o) Upon receipt by the Trustee of the documents and instruments required pursuant to this Fifth Supplemental Indenture, the Trustee shall certify the Debentures and cause the Debentures to be delivered in accordance with the Written Order of the Corporation.

3.2 Execution and Delivery of Book-Entry Securities.

The Corporation may establish that any Debentures are to be issued under the Book-Entry System in accordance with Section 2.15 of the Principal Indenture, which Book-Entry Debentures shall be evidenced in the form of a single Definitive Security in the form set out in Article 4 and shall bear a legend substantially to the following effect:

“Unless this certificate is presented by an authorized representative of CDS Clearing and Depository Services Inc. (“CDS”) to The Manufacturers Life Insurance Company (the “Issuer”) or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of CDS & CO., or in such other name as is requested by an authorized representative of CDS (and any payment is made to CDS & CO. or to such other entity as is requested by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof, CDS & CO., has a property interest in the securities represented by this certificate herein and it is a violation of its rights for another person to hold, transfer or deal with this certificate.”

ARTICLE 4

FORM OF 2.811% FIXED/FLOATING SUBORDINATED DEBENTURES

4.1 2.811% Fixed/Floating Subordinated Debentures.

The English language version of the Definitive Securities representing the Debentures, the certificate of the Trustee and the registration panel for a Debenture shall be substantially in the respective forms set forth in Schedule A modified as may be necessary to reflect the specific terms and conditions of the Debentures determined in accordance with Article 3.

ARTICLE 5

SUNDRY PROVISIONS

5.1 Acceptance of Trust.

The Trustee hereby accepts the trusts in this Fifth Supplemental Indenture declared and provided for and agrees to perform the same upon the terms and conditions and subject to the provisions set forth in the Indenture. This agreement and all documents relating to the transactions covered hereby have been drawn up in English at the express wish of the parties. Ce contrat et tous les documents pertinents á cette transaction ont été rédigés en anglais á la volonté expresse des parties.

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5.2 Counterparts and Formal Date.

This Fifth Supplemental Indenture may be executed in several counterparts and delivered by facsimile or other electronic transmission, each of which so executed shall be deemed to be an original, and such counterparts together shall be deemed to bear the same date as the Issue Date.

- signature page follows -

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IN WITNESS WHEREOF the parties hereto have executed this Indenture as of the Issue Date specified above.

THE MANUFACTURERS LIFE INSURANCE COMPANY
By:	“Stephen B. Roder”
	Name:              Stephen B. Roder
	Title:     Senior Executive Vice President and Chief Financial Officer
By:	“H. Steven Moore”
	Name:              H. Steven Moore
	Title:     Senior Vice President, Treasurer and Investor Relations

(corporate seal)

BNY TRUST COMPANY OF CANADA
By:	“Steven Broude”
	Name: Steven Broude
	Title:   Authorized Signatory

(corporate seal)

[Signature page to Fifth Supplemental Indenture]

SCHEDULE A

Certificate No. 1

Unless this certificate is presented by an authorized representative of CDS Clearing and Depository Services Inc. (“CDS”) to The Manufacturers Life Insurance Company (the “Issuer”) or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of CDS & CO., or in such other name as is requested by an authorized representative of CDS (and any payment is made to CDS & CO. or to such other entity as is requested by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof, CDS & CO., has a property interest in the securities represented by this certificate herein and it is a violation of its rights for another person to hold, transfer or deal with this certificate.

THIS DEBENTURE CONSTITUTES SUBORDINATED INDEBTEDNESS OF THE CORPORATION

THE MANUFACTURERS LIFE INSURANCE COMPANY

(Amalgamated under the Insurance Companies Act (Canada)),

2.811% FIXED/FLOATING SUBORDINATED DEBENTURES

CUSIP No.:	564835AG1	Interest Calculation:	Actual / 365
Issue Date:	February 21, 2014	Registered Holder:	CDS & Co.
Maturity Date:	February 21, 2024	Principal Amount:	$500,000,000
Interest Rate:	2.811% (0-5 years); 3-month CDOR + 0.80% (5 years - maturity)
Interest Payment Dates:	February 21 and August 21 (0-5 years); February 21, May 21, August 21 and November 21 (5 years - maturity)

THE MANUFACTURERS LIFE INSURANCE COMPANY (the “Corporation”) for value received hereby acknowledges itself indebted and promises to pay to the Holder hereof on the maturity date or on such earlier or later date as the principal amount hereof may become due in accordance with the provisions of the Indenture hereinafter mentioned, the above principal sum in lawful money of Canada on presentation and surrender of this Debenture at the head office of the Trustee (as defined below), if this instrument is issued in the book-entry system, or at any branch in Canada of the Royal Bank of Canada, as selected by the Holder, if this instrument is issued in definitive form, as selected by the Holder, and to pay interest on the principal amount hereof from the date hereof, or from the last Interest Payment Date to which interest has been paid or made available for payment, whichever is later, at the interest rate per annum set forth above calculated as set forth above, in like money; and should the Corporation at any time make default in the payment of any principal or interest, to pay interest on the amount in default at the same rate, calculated as set forth above, in like money, at one of the said places, as selected by the Holder, and on the same dates. Whenever interest is computed on a basis of a year (the “deemed year”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of such interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.

This Debenture is one of the debentures of the Corporation, issued or issuable in one series under the provisions of the Amended and Restated Trust Indenture made as of November 18, 2011 as supplemented by the Fifth Supplemental Indenture made as of February 21, 2014 (the “Fifth Supplemental Indenture” and, together with any further instruments or agreements in each case supplemental or ancillary thereto,

the “Indenture”) made between the Corporation and BNY Trust Company of Canada (the “Trustee”). Reference is hereby expressly made to the Indenture for particulars of the rights of the Holders of the Debentures and of the Corporation and of the Trustee in respect thereof and the terms and conditions upon which the Debentures are issued or may be issued and held, all to the same effect as if the provisions of the Indenture were herein set forth, to all of which provisions the Holder of this Debenture by acceptance hereof assents. Capitalized terms used but not defined herein have the meanings attributed to them in the Indenture. The 2.811% Fixed/Floating Subordinated Debentures due 2024 (the “Debentures”), of which this is one, are issuable by the Corporation from time to time in an unlimited aggregate principal amount, subject to the terms and conditions of the Indenture. The aggregate principal amount of debentures of other series which may be issued under the Indenture is unlimited, but such debentures may be issued only upon the terms and subject to the conditions provided in the Indenture.

The indebtedness evidenced by this Debenture and all other debentures now or hereafter certified and delivered under the Indenture is subordinated and subject in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment of all Senior Indebtedness (as defined in the Indenture) and all Policy Liabilities (as defined in the Indenture) of the Corporation, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed.

The Debentures are direct obligations of the Corporation but are not secured by any mortgage, pledge, hypothec or other charge.

As interest on this Debenture becomes due, the Corporation (except in the case of payment at maturity or on acceleration or redemption, at which time payment of interest may be made upon surrender of this Debenture) shall, at least three business days prior to each date on which interest becomes due, forward or cause to be forwarded by (i) electronic transfer of immediately available funds to the account designated by the applicable Holder, or (ii) first class mail, postage prepaid, to the Holder hereof, or in the case of joint Holders, to the joint Holder whose name first appears on the register, subject to the provisions of the Indenture and in the manner provided therein, a cheque for such interest, in each case less any tax required by law to be deducted. Subject to the provisions of the Indenture, the transfer of such funds or the mailing of such cheque shall satisfy and discharge all liability for interest on this Debenture to the extent of the sum represented by such cheque (plus the amount of any tax withheld).

Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations.

The right is reserved to the Corporation to purchase or redeem Debentures for cancellation in accordance with the provisions of the Indenture.

The principal hereof may become or be declared due and payable before the stated maturity date in the events, in the manner, with the effect and at the times provided in the Indenture.

The Indenture contains provisions making binding upon all Holders of Debentures outstanding thereunder resolutions passed at meetings of such Holders held in accordance with such provisions and instruments signed by the Holders of a specified majority of such Debentures outstanding.

This Debenture has not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered, sold or delivered, directly or indirectly, in the United States of America, its territories, its possessions and other areas subject to its jurisdiction or to, or for the account or benefit of a U.S. person (as defined in Regulation S

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under the U.S. Securities Act) except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

This Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Toronto by the Holder hereof or such Holder’s executors or administrator or other legal representatives, or such Holder’s attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe.

The Indenture and the Debentures shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein.

This Debenture shall not become obligatory for any purpose until it has been certified by the Trustee under the Indenture.

- signature page follows -

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IN WITNESS WHEREOF this Debenture has been duly executed as of the Issue Date specified above.

THE MANUFACTURERS LIFE INSURANCE COMPANY
By:
	Name: Stephen B. Roder
	Title:   Senior Executive Vice President and Chief Financial Officer
	c/s
By:
	Name: H. Steven Moore
	Title:   Senior Vice President, Treasurer and Investor Relations

(FORM OF TRUSTEE’S CERTIFICATE)

TRUSTEE’S CERTIFICATE

This Definitive Security represents one of the Debentures of a series of 2.811% Fixed/Floating Subordinated Debentures referred to in the Indenture within mentioned.

BNY TRUST COMPANY OF CANADA, Trustee
By:
	Name:              Steven Broude Title:               Authorized Signatory

(FORM OF REGISTRATION PANEL)

REGISTRATION PANEL

(No writing hereon except by the Trustee or other registrar)

Date of Registration In Whose Name Registered Signature of Trustee or Registrar

(FORM OF CERTIFICATE OF TRANSFER)

CERTIFICATE OF TRANSFER

To assign this Debenture, fill in the form below:

I or we assign and transfer this Debenture to

(Print or type assignee’s name, address and postal code)

(Insert assignee’s social insurance or security or tax identifying number)

and irrevocably appointagent to transfer this Debenture on the books of the Corporation. The agent may substitute another to act for him.

Date: Your Signature:

Sign exactly as your name appears on the other side of this Debenture.

* Signature Guarantee

* This signature must be guaranteed by a Canadian chartered bank, trust company or a member of the Investment Industry Regulatory Organization of Canada.

SCHEDULE B

FORM OF U.S. LEGEND

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE MANUFACTURERS LIFE INSURANCE COMPANY (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECUR1TIES ACT OR (2) RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. IN THE CASE OF (C) ABOVE, THE HOLDER MUST FURNISH TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. IF THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRUST COMPANY (THE “TRUSTEE”) UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION IN A FORM SATISFACTORY TO THE TRUSTEE AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT;

provided, that if the Debentures are being sold under Clause (B), the legend may be removed by providing a declaration to the Trustee, to the following effect (or in such form as the Corporation or the Trustee may from time to time prescribe):

The undersigned (A) acknowledges that the sale ofDebentures, represented by certificate numbers , to which this declaration relates is being made in reliance upon Rule 904 of Regulation S under the United States Securities Act of 1933 (the “Securities Act”) and (B) certifies that (1) it is not an “affiliate” of The Manufacturers Life Insurance Company (as defined in Rule 405 under the Securities Act), (2) the offer of such securities was not made to a person in the United States and at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any person acting on its behalf engaged or will engage in any directed selling efforts in connection with the offer and sale of such securities, and (4) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Terms used herein have the meaning given to them by Regulation S.

and, provided further, that if any such securities are being sold under paragraph (C)(2) above the legend may be removed by delivery to the Trustee of an opinion of counsel, of recognized

standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

Prior to the issuance of the Debentures, the Corporation shall notify the Trustee, in writing, concerning which certificates are to bear the legend described above. The Trustee will thereafter maintain a list of all registered holders from time to time of legended Debentures.

 

EX-99.2

SUBORDINATED GUARANTEE

SUBORDINATED GUARANTEE made as of February 21, 2014, 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 2.811% Fixed/Floating Subordinated Debentures due 2024 (the “Debentures”) issued by The Manufacturers Life Insurance Company, a corporation amalgamated under Insurance Companies Act (Canada) (the “Corporation”) in favour of BNY 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 fifth supplemental indenture made as of the date hereof to the amended and restated trust indenture made as of November 18, 2011 between the Corporation and the Trustee, as supplemented (as the same may be further amended and supplemented from time to time, the “Indenture”).

WHEREAS, the Guarantor owns all of the outstanding common shares of the Corporation;

AND WHEREAS, the Guarantor wishes to execute this Subordinated Guarantee to guarantee to the Trustee and the Holders on a subordinated basis the due and punctual payment by the Corporation of all amounts payable by the Corporation under the Debentures and the Indenture;

AND WHEREAS, this Subordinated Guarantee is intended to enable the Corporation to obtain an exemption (as the same may be amended, restated or superseded from time to time, the “Continuous Disclosure Exemption”) from filing certain continuous disclosure documents with the Canadian securities regulatory authorities, which will relieve the Corporation of costs and inconvenience;

AND WHEREAS,as the owner of all of the Corporation’s outstanding common shares, the Guarantor will indirectly benefit from the benefits to the Corporation referred to in the previous recital;

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.                   Defined Terms.  The following terms, as used herein, shall have the following meanings:

(a) “Business Day” means any day on which Canadian chartered banks are open for business in Toronto, Ontario and which is not a Saturday or a Sunday;

(b) “Continuous Disclosure Exemption” has the meaning attributed to such term in the recitals hereto;

(c) “Guaranteed Obligations” has the meaning attributed to such term in Section 2 hereof;

(d) “Guarantor Senior Indebtedness” meansthe principal of and the interest and premium, if any, in respect of:

(i) indebtedness of the Guarantor (other than indebtedness evidenced by this Subordinated Guarantee) whether outstanding on the date of this Subordinated Guarantee or thereafter created, incurred, assumed or guaranteed, for money borrowed by the Guarantor or for money borrowed by others for the payment of which the Guarantor is responsible or liable;

(ii) indebtedness of the Guarantor whether outstanding on the date of the Subordinated Guarantee or thereafter created, incurred, assumed or guaranteed by the Guarantor in connection with the acquisition by the Guarantor or by others of any business, property or other assets;

(iii) renewals, extensions or refunds of any indebtedness referred to in Sections (d)(i) or (d)(ii) above;

(iv) obligations to trade creditors incurred in the ordinary course of business; and

(v) any other indebtedness of the Guarantor that does not constitute either (i) subordinated indebtedness for the purpose of the Insurance Companies Act (Canada) or (ii) a Policy Liability;

unless in any case it is provided by the terms of the instrument creating or evidencing such indebtedness or pursuant to which such indebtedness is outstanding that such indebtedness is not prior in right of payment to the Debentures or this Subordinated Guarantee thereof but ranks pari passu with, or subordinated in right of payment to, the Debentures or this Subordinated Guarantee thereof;

(e) “Holders” means the Persons from time to time entered in the registers of the Corporation for the Debentures as holders of Debentures;

(f) “MD&A” has the meaning attributed thereto in Section 13 hereof;

(g) “Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, government or governmental authority or entity, however designated or constituted; and

(h) “Policy Liabilities” means, to the extent applicable, any claims of holders of policies of insurance issued by the Guarantor or for which the Guarantor is responsible or liable and described in paragraph 161(1)(c) of the Winding-Up and Restructuring Act (Canada) and any other statute hereafter enacted in substitution therefor, as such act or substituted statute may be amended from time to time.

Section 2.                   Guarantee.  The Guarantor hereby unconditionally and, subject to Section 4 and Section 13 hereof, irrevocably guarantees to each Holder and to the Trustee, on behalf of each such Holder, as principal and not merely as surety, the due and punctual payment (whether at stated maturity, upon acceleration or otherwise) of the principal, premium, if any, interest and redemption price, if any, on each Debenture and all other amounts payable by the Corporation under the Indenture;

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provided, however, that the payment of interest on overdue installments of interest is guaranteed only to the extent permitted by law (such amounts, the “Guaranteed Obligations”).  In the case of the failure of the Corporation to punctually make any such payment of principal, premium, if any, interest and redemption price, if any, on each Debenture or any other amounts payable by the Corporation under the Indenture, the Guarantor hereby agrees, subject to Section 4 hereof, to make or cause any such payment to be made punctually when and as the same shall become due and payable (whether at stated maturity, upon acceleration or otherwise), and in any event within 15 days of receiving notice of any such failure and demand for payment therefor from the Trustee or, to the extent permitted by Section 15 hereof, any Holder, and as if such payment were made by the Corporation.

Section 3.                   Guarantee Absolute.  The Guarantor agrees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

(a) any extension of the time or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture or any Debenture, by operation of law or otherwise;

(b) any modification or amendment of or supplement to the Indenture or any Debenture;

(c) any change in the corporate existence, structure or ownership of the Corporation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture;

(d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions;

(e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture;

(f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder;

(g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations;

(h) the failure to enforce the provisions of any Debenture or the Indenture; or

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(i) the recovery of any judgment against the Corporation or any action to enforce the same.

Section 4.                   Subordination.

(a) The terms of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law),

(i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof;

(ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and

(iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether

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in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof.

(b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy.

(c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and

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Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth.

(d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Section 5.                   Covenants.

(a) The Guarantor shall furnish to the Trustee and each Holder such continuous disclosure documents of the Guarantor that the Guarantor is required to deliver to Holders pursuant to the Continuous Disclosure Exemption in the manner and at the times required by the Continuous Disclosure Exemption.

(b) The Guarantor shall file with Canadian securities regulatory authorities such continuous disclosure documents of the Guarantor that the Guarantor is required to file pursuant to the Continuous Disclosure Exemption in the manner and at the times required by the Continuous Disclosure Exemption.

Section 6.                   Representations and Warranties.  The Guarantor hereby represents and warrants as of the date hereof that:

(a) Authorization; No Contravention.  The execution, delivery and performance by the Guarantor of this Subordinated Guarantee (i) are within its powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official except as have been obtained or filed, and do not contravene any of the terms, conditions or provisions of the by-laws, constating documents or resolutions of its shareholders or directors, and (ii) do not contravene, or constitute a default under, any provision of applicable law or regulation, as amended from time to time, or of any judgment, injunction, order, decree, agreement or other instrument binding upon the Guarantor or result in or require the creation or imposition of any lien on any asset of the Guarantor other than any contravention, default or lien which would not have a material adverse effect on the ability of the Guarantor to perform its obligations under this Subordinated Guarantee.

(b) Binding Effect.  This Subordinated Guarantee constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as such enforceability may be limited by the effect of any bankruptcy, insolvency, fraudulent conveyances, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and subject to the qualifications that equitable remedies may only be granted in a court of competent jurisdiction (regardless of whether such enforceability is considered in a proceeding at law or in equity).

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(c) Litigation.  There is no action, suit or proceeding pending against the Guarantor or, to the knowledge of the Guarantor, threatened against the Guarantor before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision (i) which, except as disclosed by the Guarantor in any filings with Canadian securities regulatory authorities, would have a material adverse effect on the ability of the Guarantor to perform its obligations under this Subordinated Guarantee, or (ii) which in any manner draws into question the enforceability or validity of this Subordinated Guarantee.

Section 7.                   Priority of Payment.  All payments to be made by the Guarantor hereunder shall be made to the Trustee for application in accordance with Section 6.7 of the Indenture.

Section 8.                   Enforcement of Guarantee.  The Guarantor agrees that the Trustee or any Holder (but subject always to the provisions of Section 15 hereof) need not seek or exhaust their recourse against the Corporation or any other Person in respect of the Guaranteed Obligations before being entitled to payment under this Subordinated Guarantee.

Section 9.                   Waiver.  The Guarantor hereby irrevocably waives promptness, diligence, acceptance hereof, presentment, demand, filing of claims with a court in the event of the merger, amalgamation, reorganization, insolvency, bankruptcy or similar proceeding affecting the Corporation or its assets or change in corporate structure or ownership of the Corporation, protest and any and all other notice not provided for herein and any requirement that at any time the Trustee, any Holder (but subject always to the provisions of Section 15 hereof) or any other Person exhaust any right or take any action against the Corporation or any other Person and any other circumstance 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 10.                   Notices.  All notices and other communications provided for or permitted hereunder shall be made as follows:

If to the Guarantor:   Manulife Financial Corporation 200 Bloor Street East Toronto, Ontario M4W 1E5 Attention:                      Treasurer Fax No.:                      416-926-5834  

If to the Corporation, the Trustee or any Holder, as specified in Article 11 of the Indenture.

Section 11.                   No Waiver; Remedies.  No failure on the part of the Trustee or any Holder (but subject always to the provisions of Section 15 hereof) 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 12.                     Continuing Guarantee; Reinstatement in Certain Circumstances.  The guarantee contained in this Subordinated Guarantee is a continuing guarantee and the Guarantor’s obligations hereunder shall:

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(i)           remain in full force and effect until the earlier of the indefeasible payment in full of the Guaranteed Obligations or termination of the Subordinated Guarantee pursuant to Section 13 hereof;

(ii)          be binding upon the Guarantor and its successors and assigns; and

(iii)         inure to the benefit of and be enforceable by the Trustee and any Holder (but subject always to the provisions of Section 15 hereof) and their respective successors and permitted assigns;

provided, however, that this Subordinated Guarantee shall not be construed to create any right in any Person other than the Trustee and any Holder (but subject to the provisions of Section 15 hereof) and their respective successors and permitted assigns, or to be a contract in whole or in part for the benefit of any Person other than the Trustee and the Holders (but subject to the provisions of Section 15 hereof) and their respective successors and permitted assigns.  If at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of the Corporation or otherwise, the obligations of the Guarantor hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

Section 13.                   Term.              Notwithstanding Section 12, this Subordinated Guarantee shall come into force and be effective as of the date hereof and shall terminate and be of no further force and effect (except in respect of any demand previously made on the Guarantor hereunder) at the earlier of:

(i)           unless the Guarantor and the Corporation agree to the contrary, the date that no Debentures are outstanding;

(ii)          the date as of which the Guarantor no longer owns, directly or indirectly, all of the outstanding common shares of the Corporation;

(iii)         the date that the Continuous Disclosure Exemption is no longer available to the Corporation; or

(iv)         the date the Corporation commences filing with securities regulatory authority or regulator in each of the provinces and territories of Canada its own (i) audited annual financial statements including management’s discussion and analysis (“MD&A”), (ii) unaudited interim financial reports including MD&A, (iii) annual information forms, (iv) press releases and material change reports in the case of material change reports that are also material changes in the affairs of the Guarantor, and (v) other material contracts, in each case pursuant to National Instrument 51-102 – Continuous Disclosure Obligations.

Section 14.                   Stay of Liability to Pay or Time for Payment.  Without limiting any other provision of this Subordinated Guarantee, if the liability to pay or the time for payment of any Guaranteed Obligation is stayed upon the insolvency, bankruptcy or reorganization of the Corporation, all such amounts otherwise subject to payment shall nonetheless be payable by the Guarantor hereunder to the Trustee or, to the extent permitted by Section 15, hereof, the Holders forthwith on demand.

Section 15.                   Holders May Not Enforce.  No Holder shall have the right to institute any suit, action or proceeding against the Guarantor for any default hereunder except in the manner and subject to the conditions, mutatis mutandis, set forth in Section 6.6 of the Indenture, it being understood and intended that no one or more of the Holders shall have any right in any manner whatsoever to enforce

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any right hereunder or pursuant hereto by any action except as aforesaid and that all powers and trusts hereunder shall be exercised and all proceedings at law or in equity shall be instituted, had and maintained by the Trustee, except as aforesaid.

Section 16.                   Expenses.  The Guarantor shall pay, or reimburse, the Trustee and the Holders for all costs and expenses including, without limitation, reasonable attorneys’ fees and disbursements reasonably incurred by it in connection with the enforcement of this Subordinated Guarantee; provided, however, that the Guarantor shall only be required to pay, or reimburse, for the reasonable attorneys’ fees and disbursements for one counsel for the Trustee and the Holders.

Section 17.                   Governing Law.  This Subordinated Guarantee shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Section 18.                   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 judgment shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 19.                   Entire Agreement.  This Subordinated Guarantee embodies the entire agreement 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 and thereof.

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IN WITNESS WHEREOF, the Guarantor has caused this Subordinated Guarantee to be duly executed and delivered as of the date first written above as a contract under seal with the intention that the Guarantor be bound whether or not there is consideration for this Subordinated Guarantee notwithstanding references to consideration in this Subordinated Guarantee.

(seal)	MANULIFE FINANCIAL CORPORATION
	By:	“H. Steven Moore”
		Name:  H. Steven Moore
		Title:    Senior Vice President, Treasurer and Investor Relations