EX-99.1

Exhibit 99.1

Execution Version

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE, dated as of September 11, 2026 (the “Second Supplemental Indenture”), among MANULIFE FINANCIAL CORPORATION, a corporation duly organized and existing under the Insurance Companies Act (Canada) (the “Company”), having its principal office at 200 Bloor Street East, Toronto, Ontario M4W 1E5, THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (hereinafter called the “U.S. Trustee”), and COMPUTERSHARE ADVANTAGE TRUST OF CANADA, a trust company organized under the laws of Canada, as Canadian Trustee (hereinafter called the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees” and each, a “Trustee”).

RECITALS

WHEREAS, the Company and the Trustees are parties to a Subordinated Indenture dated as of February 21, 2017 (the “Base Indenture” and as supplemented by this Second Supplemental Indenture, the “Indenture”), relating to the issuance from time to time by the Company of its Securities on terms to be specified at the time of issuance;

WHEREAS, Section 901 of the Base Indenture provides that the Company and the Trustees may, without the consent of any Holder, enter into a supplemental indenture, to provide for the issuance of and establish the form and terms of Securities of any series as provided by Sections 201 and 301 thereof;

WHEREAS, pursuant to Sections 201 and 301 of the Base Indenture, the Company desires to provide for the issuance and establishment of the Notes (as defined herein) under the Indenture, and the form and terms thereof, as hereinafter set forth;

WHEREAS, in connection with the issuance of the Notes, the Company has duly authorized the execution and delivery of this Second Supplemental Indenture to establish the forms and terms of the Notes as hereinafter described;

WHEREAS, Section 901 of the Base Indenture also provides that the Company and the Trustees may, without the consent of any Holder, enter into a supplemental indenture to make any change that does not adversely affect the rights of any Holder in any material respect; and

WHEREAS, all conditions and requirements of the Base Indenture necessary to make this Second Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto.

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged by the parties hereto, the parties hereto agree, as follows:

ARTICLE I

DEFINITIONS

Section 1.01 General Definitions. For purposes of this Second Supplemental Indenture:

(a) Capitalized terms used herein without definition shall have the meanings specified in the Base Indenture, except for such terms that have been amended pursuant to Section 2.15 of this Second Supplemental Indenture, which shall have the meanings specified therein;

(b) All references to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of the Base Indenture; and

(c) The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Second Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision.

“Additional Notes” has the meaning specified in Section 2.02 of this Second Supplemental Indenture.

“Calculation Agent” means a third-party trustee or financial institution of national standing with experience providing such services, which has been selected by the Company; provided that the Company or an affiliate of the Company may assume the duties of the Calculation Agent.

“CMT Rate” has the meaning specified in Section 2.04 of this Second Supplemental Indenture.

“H.15” has the meaning specified in Section 2.06(a) of this Second Supplemental Indenture.

“Interest Payment Date” has the meaning specified in Section 2.04 of this Second Supplemental Indenture.

“LICAT” means the Life Insurance Capital Adequacy Test (or any successor or replacement capital requirements applicable to the Company) for Canadian federally regulated insurance companies.

“Notes” has the meaning specified in Section 2.01 of this Second Supplemental Indenture.

“Original Issue Date” means September 11, 2026.

“OSFI” means the Office of the Superintendent of Financial Institutions.

“Redemption Date” means, with respect to any Notes to be redeemed pursuant to Section 2.06 of this Second Supplemental Indenture, the date fixed for such redemption.

“Redemption Price” means, with respect to any Notes to be redeemed pursuant to Section 2.06 of this Second Supplemental Indenture, the price at which such Notes are to be redeemed pursuant to Section 2.06 of this Second Supplemental Indenture.

“Regular Record Date” means the February 24 or August 27 next preceding such Interest Payment Date (whether or not a Business Day).

“Regulatory Event” has the meaning specified in Section 2.06(b) of this Second Supplemental Indenture.

“Remaining Life” has the meaning specified in Section 2.06(a) of this Second Supplemental Indenture.

“Reset Date” means September 11, 2036.

“Reset Interest Determination Date” means the third Business Day immediately preceding the Reset Date.

“Subsequent Fixed Rate Period” has the meaning specified in Section 2.04 of this Second Supplemental Indenture.

“Stated Maturity” has the meaning specified in Section 2.03 of this Second Supplemental Indenture.

“Tax Event” has the meaning specified in Section 2.06(c) of this Second Supplemental Indenture.

“Tier 2 Capital” means tier 2 capital as calculated under the LICAT.

“Total Available Capital” means total available capital as calculated under the LICAT.

“Treasury Rate” has the meaning specified in Section 2.06(a) of this Second Supplemental Indenture.

ARTICLE II

THE NOTES

Section 2.01 Title of Securities. There shall be a series of Securities designated the “6.146% Subordinated Notes due 2041” of the Company (the “Notes”).

Section 2.02 Limitation of Aggregate Principal Amount. The aggregate principal amount of the Notes shall initially be limited to U.S.$750,000,000 (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, Notes pursuant to Sections 304, 305, 306, 906 or 1108 of the Base Indenture and except for any Securities which, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered thereunder). The Company may, from time to time, without the consent of the Holders of the Notes, create and issue additional notes having the same terms and conditions as the Notes in all respects or in all respects except for issue date, issue price and, if

applicable, the first date on which interest accrues and the first payment of interest thereon (“Additional Notes”). Additional Notes issued in this manner may be consolidated with, and form a single series with, the Notes. The Notes and any such Additional Notes would rank equally and ratably. Any Additional Notes must be treated as fungible with the Notes for U.S. federal income tax purposes or be identified by a separate CUSIP or ISIN number.

Section 2.03 Principal Payment Date. The principal amount of the Notes Outstanding (plus any accrued and unpaid interest) shall be payable in a single installment on September 11, 2041, which date shall be the stated maturity of the Notes (the “Stated Maturity”).

Section 2.04 Interest and Interest Rates. Interest on the Notes shall be paid semi-annually in arrears on March 11 and September 11 of each year (each such date, an “Interest Payment Date”), commencing March 11, 2027. The Notes shall bear interest from and including the Original Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for:

(a) at the rate of 6.146% per year for the period from, and including, the Original Issue Date to, but excluding, the Reset Date, or (if earlier) until the principal thereof is paid or duly provided for or made available for payment; and

(b) at a rate per year equal to the CMT Rate as of the Reset Interest Determination Date plus 1.350% for the period from, and including, the Reset Date to, but excluding, the Stated Maturity (the “Subsequent Fixed Rate Period”), or (if earlier) until the principal thereof is paid or duly provided for or made available for payment.

For the purpose of calculating the interest on the Notes for the Subsequent Fixed Rate Period, the “CMT Rate” will be the average of the yields on actively traded U.S. Treasury securities adjusted to constant maturity, for five-year maturities, for the five Business Days immediately preceding the Reset Interest Determination Date for the Subsequent Fixed Rate Period, appearing under the caption “Treasury Constant Maturities” in the most recently published statistical release designated H.15 Daily Update or any successor publication which is published by the Federal Reserve as of 5:00 p.m. (Eastern Time) as of the Reset Interest Determination Date, as determined by the Calculation Agent; provided that if no such calculation can be determined as described above, then the Calculation Agent will use for the Subsequent Fixed Rate Period a substitute or successor base rate that it has determined is most comparable to the CMT Rate; provided that, if the Calculation Agent determines there is an industry-accepted successor base rate to the CMT Rate, then the Calculation Agent shall use such successor base rate.

If the Calculation Agent has determined there is a substitute or successor base rate, then the Calculation Agent shall apply any technical, administrative or operational changes that the Company determines (including changes to the definitions of “Subsequent Fixed Rate Period”, “Reset Date” and “Reset Interest Determination Date”, timing and frequency of determining rates with respect to the Subsequent Fixed Rate Period and making payments of interest, rounding of amounts or tenors, and other administrative matters) for calculating such substitute or successor base rate in a manner that is consistent with market practice for such substitute or successor base rate, including any adjustment factor needed to make such substitute or successor

base rate comparable to the CMT Rate; provided that, if the Company decides that adoption of any portion of such market practice is not administratively feasible or if the Company determines that no market practice for use of the substitute or successor base rate exists, the Calculation Agent shall apply any such changes for calculating such substitute or successor base rate in such other manner as the Company determines is reasonably necessary.

The Company shall appoint a Calculation Agent prior to the commencement of the Subsequent Fixed Rate Period for the Notes. In addition, the Company or an Affiliate of the Company may assume the duties of the Calculation Agent for the Notes.

Notwithstanding Section 114 of the Base Indenture, any calculation, determination or decision expressly required to be made by the Calculation Agent pursuant to this Section 2.04 shall be made by the Calculation Agent in accordance with this Section 2.04. Except as provided in this Section 2.04, Section 114 of the Base Indenture shall continue to apply to the Notes.

Interest on the Notes shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any period shorter than a full interest period shall be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of calendar days elapsed in a partial month in such period. Any payment of principal, premium (if any) or interest required to be made on an Interest Payment Date that is not a Business Day shall be made on the next succeeding Business Day, and such payment shall be made on that Business Day with the same force and effect as if made on such Interest Payment Date without any interest or other payment with respect to the delay. The interest rate on the Notes during the Subsequent Fixed Rate Period will in no event be higher than the maximum rate permitted by applicable law.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the U.S. Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

The Calculation Agent will, upon the request of the Holder of any Notes during the Subsequent Fixed Rate Period, provide the interest rate then in effect. All calculations of the Calculation Agent, in the absence of manifest error, will be conclusive for all purposes and binding on the Company, the Trustees and Holders of the Notes. The Trustees shall have no responsibility to calculate, or to verify any calculation of, the interest rate.

The Company and the Calculation Agent are expressly authorized to make certain determinations and decisions with respect to technical, administrative and operational matters relating to any use of a substitute or successor base rate for the CMT Rate. Any determination or decision that may be made by the Company or by the Calculation Agent with respect to technical, administrative and operational matters relating to any use of a substitute or successor base rate for the CMT Rate, including any determination with respect to a rate or adjustment or of the occurrence or non-occurrence of any event, circumstance or date and any decision to take or refrain from taking any action or any selection:

•

will be conclusive and binding absent manifest error;

•

if made by the Company, will be made in the Company’s sole discretion;

•

if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination or decision to which the Company reasonably objects; and

•

notwithstanding anything to the contrary in the Indenture or the Notes, shall become effective without consent from the Holders or any other party.

If the Calculation Agent fails to make any determination or decision that it is required to make with respect to technical, administrative and operational matters relating to any use of a substitute or successor base rate for the CMT Rate, then the Company will make that determination or decision on the same basis as described above.

Section 2.05 Place of Payment. The Place of Payment where the Notes may be presented or surrendered for payment, where the Notes may be surrendered for registration of transfer or exchange and where notices and demand to or upon the Company in respect of the Notes and the Indenture may be served initially shall be the Corporate Trust Office of the U.S. Trustee in the Borough of Manhattan, City of New York.

Section 2.06 Redemption. In accordance with Article Eleven of the Base Indenture, except as otherwise provided herein, the Company may redeem the Notes as follows:

(a) in whole at any time or in part from time to time, with the prior written approval of the Superintendent, on or after September 11, 2031 and prior to the Reset Date, on not less than 10 days’ but no more than 60 days’ notice to Holders of the Notes, at a Redemption Price equal to the greater of:

(i)

(A) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the Redemption Date (assuming the Notes matured on the Reset Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (B) interest accrued on those Notes to, but excluding, the Redemption Date; and

(ii)

100% of the principal amount of the Notes to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

As used above, “Treasury Rate” means, with respect to any Redemption Date prior to the Reset Date, the yield determined by the Company in accordance with the following:

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable:

(1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Reset Date (the “Remaining Life”); or

(2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than, and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than, the Remaining Life—and shall interpolate to the Reset Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or

(3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life.

For purposes of the foregoing, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third Business Day preceding the Redemption Date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding the Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Reset Date. If there is no United States Treasury security maturing on the Reset Date but there are two or more United States Treasury securities with maturity dates equally distant from the Reset Date, one with a maturity date preceding the Reset Date and one with a maturity date following the Reset Date, the Company shall select the United States Treasury security with a maturity date preceding the Reset Date. If there are two or more United States Treasury securities maturing on

the Reset Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security and rounded to three decimal places.

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Trustees shall have no responsibility to calculate, or to verify the Company’s calculation of, any Redemption Price.

Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest shall cease to accrue on the Notes or portions thereof called for redemption.

The Company may also, at its option, redeem the Notes, in whole, but not in part, with the prior written approval of the Superintendent, on the Reset Date, on not less than 10 days’ but no more than 60 days’ notice to the applicable Holder, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.

(b) if a Regulatory Event has occurred, the Company may, at its option, redeem the Notes, in whole, but not in part, with the prior written approval of the Superintendent, at any time within 90 days following such Regulatory Event, on not less than 10 days’ but no more than 60 days’ notice to the applicable Holder, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; and

A “Regulatory Event” shall be deemed to have occurred on the date specified in a letter from the Superintendent to the Company on which the Notes will no longer be recognized in full as eligible Tier 2 Capital of the Company or included as risk-based Total Available Capital on a consolidated basis, such date falling on a day on or after the Original Issue Date; provided that any such non-recognition or non-inclusion solely by virtue of (i) the Company issuing securities with an aggregate principal amount up to or in excess of the limit of Tier 2 Capital permitted from time to time by OSFI or (ii) any discounting requirements as to the eligibility of the Notes for such inclusion pursuant to the relevant requirements issued by OSFI, shall in each case be excluded.

(c) if a Tax Event has occurred, the Company may, at its option, redeem the Notes, in whole, but not in part, with the prior written approval of the Superintendent, at any time, on not less than 10 days’ but no more than 60 days’ notice to the applicable Holder, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. No redemption of the Notes shall be made pursuant to this provision unless

(i)

the Company shall have received an Opinion of Counsel that a Tax Event has occurred;

(ii)

the Company shall have delivered to the Trustees an Officers’ Certificate stating that the Company is entitled to redeem such Notes pursuant to the terms of such Notes; and

(iii)

at the time such notice of redemption is given, such Tax Event is continuing.

A “Tax Event” shall be deemed to have occurred if:

(i)

there occurs any change (including any announced prospective change) in or amendment to the laws or treaties (or any rules, regulations, rulings or administrative pronouncements thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, treaties, rules, regulations, rulings or administrative pronouncements (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the Original Issue Date; or

(ii)

on or after the Original Issue Date, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in the paragraph immediately above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed;

and, as a result (assuming, in the case of any announced prospective change, that such announced change will become effective as of the date specified in such announcement and in the form announced), either:

(a)

the Company has become or would become obligated to pay, on the next date on which any amount would be payable with respect to any such Notes, any Additional Amounts; or

(b)

the Company is, or may be, subject to more than a de minimis amount of additional taxes, duties or other governmental charges or civil liabilities or any reduction in any loss, credit, reserve or other tax attribute because the treatment of any of its items of income, taxable income, expense, taxable capital or taxable paid up capital with respect to the Notes (including the treatment by the Company of interest on the Notes) or the treatment of the Notes, as or as would be reflected in any tax return or form filed, to be filed, or otherwise could have been filed, will not be respected by a taxing authority.

Section 2.07 Notice of Redemption. Section 1105 of the Base Indenture, as it relates to the Notes, is hereby amended to read in its entirety as follows:

Notice of redemption shall be given by first-class mail, postage prepaid (or otherwise delivered in accordance with the procedures of the Depositary), delivered not less than 10 nor more than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed, at its address appearing in the Security Register.

All notices of redemption shall state:

(i)

the Redemption Date;

(ii)

the Redemption Price, or if not then ascertainable, the manner of calculation thereof;

(iii)

if less than all the Outstanding Notes consisting of more than a single Note are to be redeemed, the identification (and, in the case of partial redemption of any such Notes, the principal amounts) of the particular Notes to be redeemed and, if less than all the Outstanding Notes consisting of a single Note are to be redeemed, the principal amount of the particular Note to be redeemed;

(iv)

that on the Redemption Date the Redemption Price will become due and payable upon each such Note to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date;

(v)

the place or places where each such Note is to be surrendered for payment of the Redemption Price; and

(vi)

if applicable, the CUSIP/ISIN or other identifying numbers of the Notes.

Notice of redemption of Notes to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request and delivery of such information to the Trustees at least five days prior to the giving of such notice of redemption, by the U.S. Trustee in the name and at the expense of the Company and shall be irrevocable. The notice if delivered in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, a failure to give such notice or any defect in the notice to the Holder of any Notes designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Notes.

Section 2.08 Selection of Securities to Be Redeemed. If less than all the Notes are to be redeemed, the particular Notes to be redeemed shall be selected by lot or by such other method as selected by the Company; provided that no Note of a principal amount of U.S.$2,000 or less shall be redeemed in part and the unredeemed portion of any Notes redeemed in part shall be in an authorized denomination; provided further that, if at the time of redemption the Notes to be redeemed are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of the Notes to be redeemed held by each Holder of such Notes to be redeemed.

Section 2.09 Additional Amounts. Section 1007(a) of the Base Indenture, as it relates to the Notes, is hereby amended to read in its entirety as follows:

(a) All payments made by or on behalf of the Company under or with respect to the Notes will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or any province, territory or political subdivision thereof, or by any authority or agency therein or thereof having power to tax (“Relevant Taxes”), except to the extent required by law or by the interpretation or administration thereof. If the Company is (or any Paying Agent is) so required to withhold or deduct any amount for or on account of such Relevant Taxes from any payment made under or with respect to the Notes, the Company will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will be equal to the amount such Holder would have received if such Relevant Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable in respect of any Notes for or on account of:

(i) any Relevant Tax imposed by reason that such Holder or beneficial owner of the Notes or other person entitled to payment under the Notes does not deal at arm’s length within the meaning of the Income Tax Act (Canada) (the “Tax Act”) with the Company, is a “specified non-resident shareholder” of the Company or does not deal at arm’s length with any person who is a “specified shareholder” of the Company (each as defined in subsection 18(5) of the Tax Act), or is an entity in respect of which the Company is a “specified entity” for purposes of the “hybrid mismatch rules” in the Tax Act;

(ii) any Relevant Tax that would not have been imposed if the Holder, or the beneficial owner, of the Notes complied with the Company’s request to provide information concerning his, her or its nationality, residence or identity or to make a declaration, claim or filing or satisfy any requirement for information or reporting that is required to establish the eligibility of the Holder, or the beneficial owner, of the Notes to receive the relevant payment without (or at a reduced rate of) withholding or deduction for or on account of any such Relevant Tax, provided that the applicable Holder or beneficial owner is legally eligible to comply with such request;

(iii) any Relevant Tax that would not have been imposed but for the fact that the Holder, or the beneficial owner, of the Notes (or any fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, Canada or any province, territory or political subdivision thereof, or otherwise had some connection with Canada or any province, territory or political subdivision thereof, other than merely holding such Notes, or receiving payments under such Notes;

(iv) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax with respect to the Notes;

(v) any Relevant Tax that is levied or collected otherwise than by withholding from payments on or in respect of the Notes;

(vi) any withholding or deduction imposed pursuant to or in connection with (i) Sections 1471 to 1474 of the United States Internal Revenue Code of 1986, or any successor version thereof, or any similar legislation imposed by any other governmental authority, (ii) any agreements (including intergovernmental agreements) with respect thereto, or (iii) any treaty, law, regulation, or official interpretation enacted by Canada or any other governmental authority implementing any of the foregoing; or

(vii) any combination of the foregoing.

In addition, the Company will not pay Additional Amounts to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of the payment subject to the Relevant Tax, to the extent such payment would, under the laws of Canada or any province, territory or political subdivision thereof, be treated as being derived or received for tax purposes by a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to Additional Amounts had it been the Holder of the Notes.

Section 2.10 No Sinking Fund. The Notes are not entitled to the benefit of any sinking fund.

Section 2.11 Form. The Notes shall be issued initially as registered securities in the form of one or more permanent Global Securities, without coupons, substantially in the form attached hereto as Exhibit A, deposited with the U.S. Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by either of the Trustees, or both, as herein provided.

Section 2.12 Depositary. The Depository Trust Company shall be the initial Depositary, until a successor shall have been appointed and become such pursuant to the applicable provisions of the Base Indenture, and thereafter, “Depositary” shall mean or include such successor.

Section 2.13 Security Registrar and Paying Agent for the Notes. The Canadian Trustee shall initially serve as the Central Security Registrar and the U.S. Trustee shall initially serve as the Branch Security Registrar and as the Paying Agent.

Section 2.14 Defeasance. On or after the Reset Date, the Company may exercise its option to have Sections 1202 and 1203 of the Base Indenture apply to the Notes, subject to the prior written approval of the Superintendent.

Section 2.15 Additional Amendments to the Base Indenture.

(a) The following definitions in Section 101 of the Base Indenture, as such definitions relate to the Notes, are hereby amended to read in their entirety as follows:

(i) “Corporate Trust Office” means, with respect to a Trustee, the office of such Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at (i) with respect to the U.S. Trustee, 240 Greenwich Street, Floor 7E, New York, New York 10286, Attention: Corporate Trust Administration, and (ii) with respect to the Canadian Trustee, Computershare Advantage Trust of Canada, 88A East Beaver Creek Road, Richmond Hill, Ontario, L4B 4A8 Canada, Attention: Director, CATC, or such other address as the U.S. Trustee or the Canadian Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee.

(ii) “Company Request” and “Company Order” mean, respectively, a written request or order signed in the name of the Company by any two of the President, the Chief Financial Officer and a Board Appointed Officer or one of them together with the Secretary, the Treasurer, the Controller, an Assistant Secretary or an Assistant Treasurer, of the Company, and delivered to the Trustees or, with respect to Sections 303, 304, 305 and 603, any other employee of the Company named in an Officers’ Certificate delivered to the Trustees.

(iii) “Non-Resident Holder” means a Holder who, for purposes of the Tax Act and at all relevant times, (i) is not, and is not deemed to be, a resident of Canada, (ii) deals at arm’s length with the Company and any person resident in Canada to whom the holder disposes of the Securities, (iii) has not and will not use or hold or be deemed to use or hold the Securities in, or in the course of, carrying on business in Canada, (iv) is not a “specified non-resident shareholder” of the Company or a person who does not deal at arm’s length with a “specified shareholder” of the Company (each as defined in subsection 18(5) of the Tax Act), or an entity in respect of which the Company is a “specified entity” (as defined in subsection 18.4(1) of the Tax Act), (v) is entitled to receive all payments (including any interest and principal) made on the Securities, and (vi) is not an insurer that carries on an insurance business in Canada and elsewhere.

(iv) “Officers’ Certificate” means a certificate signed by any two of the President, the Chief Financial Officer and a Board Appointed Officer or one of them together with the Secretary, the Treasurer, the Controller, an Assistant Secretary or an Assistant Treasurer, of the Company, and delivered to the Trustees. One of the officers signing an Officers’ Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Company.

(b) The first paragraph in Section 303 of the Base Indenture, as it relates to the Notes, is hereby amended to read in its entirety as follows:

The Securities shall be executed on behalf of the Company by the President, the Chief Financial Officer and a Board Appointed Officer or one of them and the Secretary, the Treasurer, the Controller, an Assistant Secretary or an Assistant Treasurer. The signature of any of these officers on the Securities may be manual or facsimile.

(c) Notwithstanding Section 1411 of the Base Indenture, the Notes shall rank equally in right of payment with all other Subordinated Indebtedness of the Company from time to time issued and outstanding, other than Subordinated Indebtedness which has been further subordinated in accordance with its terms.

ARTICLE III

MISCELLANEOUS

Section 3.01 Integral Part; Effect of Supplement on Indenture. This Second Supplemental Indenture constitutes an integral part of the Indenture. Except for the amendments and supplements made by this Second Supplemental Indenture, the Base Indenture shall remain in full force and effect as executed.

Section 3.02 Adoption, Ratification and Confirmation. The Indenture, as supplemented by this Second Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

Section 3.03 Trustees Not Responsible for Recitals. The recitals in this Second Supplemental Indenture are made by the Company, and the Trustees assume no responsibility for the correctness of such recitals. The Trustees make no representations as to the validity or sufficiency of this Second Supplemental Indenture.

Section 3.04 Counterparts. This Second Supplemental Indenture may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original and all of which shall constitute but one and the same instrument.

Section 3.05 Governing Law. This Second Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, except for Article Fourteen of the Base Indenture, which 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 3.06 Electronic Signatures. The words “execution,” “signed,” “signature,” and words of like import in this Second Supplemental Indenture shall include images of manually executed signatures transmitted by email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to the foregoing, and anything in the Indenture to the contrary notwithstanding, (a) any Officers’ Certificate, Company

Order, Opinion of Counsel, Security, certificate of authentication appearing on or attached to any Security, supplemental indenture or other certificate, opinion of counsel, instrument, agreement or other document delivered pursuant to the Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats, (b) all references in Section 303 or elsewhere in the Indenture to the execution, attestation or authentication of any Security or any certificate of authentication appearing on or attached to any Security by means of a manual or facsimile signature shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or formats, and (c) any requirement in Section 303 or elsewhere in the Indenture that any signature be made under a corporate seal (or facsimile thereof) shall not be applicable to the Securities of such series.

Section 3.07 Electronic Means. Each Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”), given pursuant to the Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to such Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the Company elects to give such Trustee Instructions using Electronic Means and such Trustee in its discretion elects to act upon such Instructions, such Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees that such Trustee cannot determine the identity of the actual sender of such Instructions and that such Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to such Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to such Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. Such Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from such Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to such Trustee, including without limitation the risk of such Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to such Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify such Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

“Electronic Means” shall mean the following communications methods: e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the applicable Trustee, or another method or system specified by the applicable Trustee as available for use in connection with its services under the Indenture.

[signature page follows]

IN WITNESS WHEREOF, the Company and the Trustees have executed this Second Supplemental Indenture as of the date first above written.


MANULIFE FINANCIAL CORPORATION

By:	/s/ Hung Ko
	Name:	Hung Ko
	Title:	Global Head of Treasury and Investor Relations

[Signature Page to Second Supplemental Indenture]


THE BANK OF NEW YORK MELLON, as U.S. Trustee

By:	/s/ Glenn G. McKeever
	Name:	Glenn G. McKeever
	Title:	Vice President

[Signature Page to Second Supplemental Indenture]


COMPUTERSHARE ADVANTAGE TRUST OF CANADA, as Canadian Trustee

By:	/s/ Denice Elleston
	Name:	Denice Elleston
	Title:	Vice-President, Client Service Manager II

By:	/s/ Francis Nixon
	Name:	Francis Nixon
	Title:	Manager, Corporate Trust

[Signature Page to Second Supplemental Indenture]

EXHIBIT A

(FORM OF FACE OF NOTE)

[THIS NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE WILL BE IN GLOBAL FORM, SUBJECT TO THE FOREGOING.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]¹

MANULIFE FINANCIAL CORPORATION

6.146% Subordinated Notes due 2041

CUSIP: 56501RAY2

ISIN: US56501RAY27


No.		U.S.$

MANULIFE FINANCIAL CORPORATION, a corporation duly organized and existing under the Insurance Companies Act (Canada) (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to___________, or registered assigns, the principal sum of __________________U.S. Dollars (U.S.$__________) on September 11, 2041 (the “Stated Maturity”), and to pay interest thereon, semi-annually in arrears on March 11 and

¹ Insert in Global Notes only

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September 11 of each year (each such date, an “Interest Payment Date”), commencing March 11, 2027, from, and including September 11, 2026 (the “Original Issue Date”), or from the most recent Interest Payment Date to which interest has been paid or duly provided for, (i) at the rate of 6.146% per year from, and including, the Original Issue Date, to, but excluding, September 11, 2036 (the “Reset Date”), or until the principal hereof is paid or duly provided for or made available for payment, and (ii) from, and including, the Reset Date, to, but excluding September 11, 2041 (the “Subsequent Fixed Rate Period”), at a rate per year equal to the CMT Rate (as such term is defined on the reverse hereof) as of the Reset Interest Determination Date plus a spread of 1.350%, or until the principal hereof is paid or duly provided for or made available for payment.

“Reset Interest Determination Date” means the third Business Day immediately preceding the Reset Date.

Interest on the Notes shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any period shorter than a full interest period shall be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of calendar days elapsed in a partial month in such period. Any payment of principal, premium (if any) or interest required to be made on an Interest Payment Date that is not a Business Day will be made on the next succeeding Business Day, and such payment shall be made on that Business Day with the same force and effect as if made on such Interest Payment Date without any interest or other payment with respect to the delay. The interest rate on the Notes during the Subsequent Fixed Rate Period will in no event be higher than the maximum rate permitted by applicable law.

If the Stated Maturity of the Notes falls on a day that is not a Business Day, payment of principal and interest with respect to the Notes will be paid on the next Business Day with the same force and effect as if made on such Stated Maturity, and no interest on that payment will accrue from and after such Stated Maturity. “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York, Toronto, Ontario, the office of each trustee, as designated in the Indenture, or any Place of Payment of the Notes, as designated in the Indenture, are authorized or obligated by law or executive order to close.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 24 or August 27 (whether or not a Business Day) next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the U.S. Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

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Payment of the principal of (and premium, if any) and any interest on this Note will be made at the office or agency of the Company maintained for that purpose in The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by (i) check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by transfer to an account maintained by the payee in the United States of America.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the U.S. Trustee referred to on the reverse hereof by manual or electronic signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated:


MANULIFE FINANCIAL CORPORATION

By:
		Name:
		Title:

By:
		Name:
		Title:

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CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred to in the within-mentioned Indenture.

Dated:


The Bank of New York Mellon, as U.S. Trustee

By:
		Authorized Signatory

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FORM OF REVERSE OF NOTE

This Note is one of a duly authorized issue of securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under a Subordinated Indenture, dated as of February 21, 2017 (the “Base Indenture”), among the Company, The Bank of New York Mellon, as U.S. Trustee (herein called the “U.S. Trustee”), and Computershare Advantage Trust of Canada (formerly known as BNY Trust Company of Canada) (herein called the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees” and each, a “Trustee”, which terms include any successor trustee under the Base Indenture), as supplemented by the Second Supplemental Indenture, dated as of September 11, 2026, among the Company and the Trustees (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustees and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof. The Notes are issued pursuant to the Indenture and are initially limited in aggregate principal amount to U.S.$750,000,000 (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, Notes pursuant to Sections 304, 305, 306, 906 or 1108 of the Indenture and except for any Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered thereunder); provided, however, that the Company may, from time to time, without the consent of the Holders of the Notes, create and issue additional notes having the same terms and conditions as the Notes in all respects or in all respects except for issue date, issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon. Additional notes issued in this manner may be consolidated with, and form a single series with, the Notes. The Notes and any such additional notes would rank equally and ratably. Any additional notes must be treated as fungible with the Notes for U.S. federal income tax purposes or be identified by a separate CUSIP or ISIN number.

All terms used in this Note that are defined in the Indenture shall have the meaning assigned to them in the Indenture. Except for calculations, determinations and decisions expressly required to be made by the Calculation Agent pursuant to Section 2.04 of the Second Supplemental Indenture, all computations under this Note and the Indenture shall be made by the Company, and any such computation or calculation shall be final and binding.

The indebtedness evidenced by this Note, and all other Securities now or hereafter authenticated and delivered under the Indenture, is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Policy Liabilities and Senior Indebtedness, whether now outstanding or hereinafter incurred, in accordance with the terms of such Policy Liabilities and Senior Indebtedness, and this Note is issued subject to the provisions of Article Fourteen of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustees on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustees as his or her attorneys-in-fact for any and all such purposes. Notwithstanding

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Section 1411 of the Base Indenture, the Notes shall rank equally in right of payment with all other Subordinated Indebtedness of the Company from time to time issued and outstanding, other than Subordinated Indebtedness which has been further subordinated in accordance with its terms.

“CMT Rate” has the meaning specified in Section 2.04 of the Second Supplemental Indenture.

In accordance with, and pursuant to the procedures set forth in, Section 2.06 of the Second Supplemental Indenture and Article Eleven of the Indenture, and with the prior written approval of the Superintendent of Financial Institutions (Canada) (the “Superintendent”), the Notes may be redeemed at the option of the Company in the following circumstances:

(i)

on or after September 11, 2031 and prior to the Reset Date, with the prior written approval of the Superintendent, on not less than 10 days’ but no more than 60 days’ notice to Holders of the Notes, at a Redemption Price equal to the greater of:

(A) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the Redemption Date (assuming the Notes matured on the Reset Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in Section 2.06 of the Second Supplemental Indenture) plus 25 basis points less interest accrued on those Notes to, but excluding, the Redemption Date; and

(B) 100% of the principal amount of the Notes to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

(ii)

in whole, but not in part, on the Reset Date, with the prior written approval of the Superintendent, on not less than 10 days’ but no more than 60 days’ notice to the applicable Holder, at a Redemption Price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest thereon to, but excluding, the Redemption Date;

(iii)

if a Regulatory Event has occurred, in whole, but not in part, with the prior written approval of the Superintendent, at any time within 90 days following such Regulatory Event, on not less than 10 days’ but no more than 60 days’ notice to the applicable Holder, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.

A-6

Available Capital on a consolidated basis, such date falling on a day on or after the Original Issue Date; provided that any such non-recognition or non-inclusion solely by virtue of (i) the Company issuing securities with an aggregate principal amount up to or in excess of the limit of Tier 2 Capital permitted from time to time by OSFI or (ii) any discounting requirements as to the eligibility of the Notes for such inclusion pursuant to the relevant requirements issued by OSFI, shall in each case be excluded; and

(iv)

if a Tax Event has occurred, in whole, but not in part, at any time following such Tax Event, with the prior written approval of the Superintendent, on not less than 10 days’ but no more than 60 days’ notice to the applicable Holder, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. No redemption shall be made pursuant to this paragraph unless:

the Company shall have received an Opinion of Counsel that a Tax Event has occurred;

the Company shall have delivered to the Trustees an Officers’ Certificate stating that the Company is entitled to redeem such Notes pursuant to the terms of such Notes; and

at the time such notice of redemption is given, such Tax Event is continuing.

A “Tax Event” shall be deemed to have occurred if:

(i)

(ii)

A-7

(a)

the Company has become or would become obligated to pay, on the next date on which any amount would be payable with respect to any such Notes, any Additional Amounts; or

(b)

Installments of accrued and unpaid interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of the Notes of this series, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to their terms and the provisions of Section 307 of the Indenture.

The Indenture and the Second Supplemental Indenture contain provisions for satisfaction, discharge and defeasance of (a) the entire indebtedness evidenced by this Note, and (b) certain restrictive covenants upon compliance by the Company with certain conditions set forth therein.

If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, on behalf of all of the Holders of the Notes, to waive any Event of Default under the Indenture and its consequences, subject to Section 513 of the Indenture.

Upon payment of the amount of principal so declared due and payable and of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on the Notes of this series shall terminate.

In accordance with Section 1007 of the Indenture, all payments made by or on behalf of the Company under or with respect to the Notes will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or any province, territory or political subdivision thereof, or by any authority or agency therein or thereof having power to tax (“Relevant Taxes”), except to the extent required by law or by the interpretation or administration thereof. If the Company is so required to withhold or deduct any amount for or on account of such Relevant Taxes from any payment made under or with respect to the Notes, the Company will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will be equal to the amount such Holder would have received if such Relevant Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable in respect of any Notes for or on account of:

A-8

(1) any Relevant Tax imposed by reason that such Holder or beneficial owner of the Notes or other person entitled to payment under the Notes does not deal at arm’s length within the meaning of the Income Tax Act (Canada) (the “Tax Act”) with the Company, is a “specified non-resident shareholder” of the Company or does not deal at arm’s length with any person who is a “specified shareholder” of the Company (each as defined in subsection 18(5) of the Tax Act), or is an entity in respect of which the Company is a “specified entity” for purposes of the “hybrid mismatch rules” in the Tax Act;

(2) any Relevant Tax that would not have been imposed if the Holder, or the beneficial owner, of the Notes complied with the Company’s request to provide information concerning his, her or its nationality, residence or identity or to make a declaration, claim or filing or satisfy any requirement for information or reporting that is required to establish the eligibility of the Holder, or the beneficial owner, of the Notes to receive the relevant payment without (or at a reduced rate of) withholding or deduction for or on account of any such Relevant Tax, provided that the applicable Holder or beneficial owner is legally eligible to comply with such request;

(3) any Relevant Tax that would not have been imposed but for the fact that the Holder, or the beneficial owner, of the Notes (or any fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, Canada or any province, territory or political subdivision thereof, or otherwise had some connection with Canada or any province, territory or political subdivision thereof, other than merely holding such Notes, or receiving payments under such Notes;

(4) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax with respect to the Notes;

(5) any Relevant Tax that is levied or collected otherwise than by withholding from payments on or in respect of the Notes;

(6) any withholding or deduction imposed pursuant to or in connection with (i) Sections 1471 to 1474 of the United States Internal Revenue Code of 1986, as amended from time to time or any successor version thereof, or any similar legislation imposed by any other governmental authority, (ii) any agreements (including intergovernmental agreements) with respect thereto, or (iii) any treaty, law, regulation, or official interpretation enacted by Canada or any other governmental authority implementing any of the foregoing; or

(7) any combination of the foregoing.

A-9

territory or political subdivision thereof, be treated as being derived or received for tax purposes by a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to Additional Amounts had it been the Holder of the Notes.

Wherever in this Note there is mentioned, in any context, the payment of principal (and premium, if any), interest or any other amount payable under or with respect to this Note, such mention shall be deemed to include mention of the payment of any Additional Amount that may be payable as provided above.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustees with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes are issuable only in registered form without coupons in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof. [This Global Note is exchangeable for Notes in definitive form only under certain limited circumstances set forth in the Indenture.]² As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the Holder surrendering the same.

² Insert in Global Notes only

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No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustees nor any such agent shall be affected by notice to the contrary.

THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT FOR THE THIRD PARAGRAPH OF THE REVERSE HEREOF AND ARTICLE FOURTEEN OF THE INDENTURE, WHICH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

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TRANSFER NOTICE

FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or typewrite name and address including zip code of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer such Note on the books of the Company with full power of substitution in the premises.


Your Signature:

By:

Date:

Signature Guarantee:

By:
		(Participant in a Recognized Signature Guaranty Medallion Program)

Date: