Subordinated Guarantee Sample Contracts

SUBORDINATED GUARANTEE
Subordinated Guarantee • November 20th, 2015 • Manulife Financial Corp • Life insurance • Ontario

SUBORDINATED GUARANTEE made as of November 20, 2015, by Manulife Financial Corporation, a company incorporated under the Insurance Companies Act (Canada) (the “Guarantor”), in favour of the Holders (defined herein) of certain subordinated unsecured debentures designated the 3.181% Fixed/Floating Subordinated Debentures due 2027 (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 ninth 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”).

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Contract
Subordinated Guarantee • January 17th, 2012 • Sun Life Financial Inc • Life insurance • Ontario

THIS AMENDED AND RESTATED SUBORDINATED GUARANTEE (this “Subordinated Guarantee”) is made as of January 12, 2012 by Sun Life Financial Inc., a company incorporated under the Insurance Companies Act (Canada).

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

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

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