THE TRUST INDENTURE MADE AS OF MAY 25, 2016

MADE AS OF JULY 27, 2017

MANULIFE FINANCIAL CORPORATION

and

BNY TRUST COMPANY OF CANADA

TRUSTEE

Supplemental to

THE TRUST INDENTURE MADE AS OF MAY 25, 2016

 

 

 

 

 

 

THIS SECOND SUPPLEMENTAL INDENTURE made as of the 27th day of July, 2017

B E T W E E N:

MANULIFE FINANCIAL CORPORATION, a corporation
existing 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

(together with its permitted successors and assigns, the "Trustee")

 

WHEREAS by a trust indenture made as of May 25, 2016 (the "Principal Indenture") between the Corporation and the Trustee, provision was made for the issue in series of subordinated unsecured debentures of the Corporation (the "Debentures"); and

WHEREAS by a First Supplemental Indenture made as of May 25, 2016 between the Corporation and the Trustee, provision was made for the issue of a series of Debentures, being the 3.85% Subordinated Notes due May 25, 2026 in an aggregate principal amount of S$500,000,000 (the "Singapore Notes"), upon the terms set forth in the Principal Indenture as supplemented by the First Supplemental Indenture; and

WHEREAS no other Debentures other than the Singapore Notes have been issued pursuant to the Principal Indenture or any supplement thereunder; and

WHEREAS section 13.1 of the Principal Indenture provides that the Corporation and the Trustee may execute and deliver supplemental indentures, which thereafter form part of the Principal Indenture; and

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

WHEREAS these presents are to be executed and delivered by the parties hereto by way of supplement to the Principal Indenture to provide for the amendment of the Principal Indenture in the manner as herein provided; and

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

NOW THEREFORE THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH and it is hereby covenanted, agreed and declared as follows

ARTICLE 1
INTERPRETATION

1.1

To be read with Indenture.

This Second Supplemental Indenture is supplemental to the Indenture (as defined below), and this Second Supplemental Indenture 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 Second Supplemental Indenture, unless there is something in the subject matter or context inconsistent therewith:

ARTICLE 2
AMENDMENTS TO PRINCIPAL INDENTURE

2.1

Amendments.

ARTICLE 3
SUNDRY PROVISIONS

3.1

Representation of the Corporation.

       The Corporation represents and warrants to the Trustee:

3.2

Acceptance of Trust.

The Trustee hereby accepts the trusts in this Second 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 à cette transaction ont été rédigés en anglais à la volonté expresse des parties.

3.3

Counterparts and Formal Date.

This Second 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 date first specified above.

 

IN WITNESS WHEREOF the parties hereto have executed this Second Supplemental Indenture as of the date first specified above.