Bank of New York Mellon and Manulife Financial Corporation -- s. 46(4) of the OBCA

Headnote

Order pursuant to subsection 46(4) of the Business Corporations Act (Ontario) -- trust indenture to be governed by the United States Trust Indenture Act of 1939, as amended, in connection with a proposed public offering of debt securities of an Applicant in the United States and Canada -- trustee to be appointed under the trust indenture undertakes to file with the Commission and on SEDAR a submission to the non-exclusive jurisdiction of the courts and administrative tribunals of Ontario and appointment of an agent for service of process in Ontario -- any pricing supplement or prospectus supplement under which the debt securities will be offered in Ontario will include disclosure about the existence of this order and a statement regarding the risks associated with the purchase of debt securities of the Applicant under the trust indenture by a holder in Ontario as a result of the absence of a local trustee appointed under the trust indenture -- trust indenture exempted from the requirements of Part V of the Business Corporations Act (Ontario).

Applicable Legislative Provisions

Business Corporations Act, R.S.O. 1990, c. B.16, as am., ss. 46(2), 46(3), 46(4), Part V.

Securities Act, R.S.O. 1990, c.S.5, as am.

Trust Indenture Act of 1939 , 53 Stat. 1149 (1939), 15 U.S.C., Secs. 77aaa-77bbb, as am.

September7, 2010

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, CHAPTER B.16, AS AMENDED

(the "OBCA")

AND

IN THE MATTER OF

THE BANK OF NEW YORK MELLON

AND

MANULIFE FINANCIAL CORPORATION

ORDER

(Subsection 46(4) of the OBCA)

UPON the application (the "Application") of The Bank of New York Mellon (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order that pursuant to subsection 46(4) of the OBCA, a trust indenture to be entered into between Manulife Financial Corporation ("MFC") and the Applicant is exempt from the requirements of Part V of the OBCA;

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON it being represented by MFC and the Applicant to the Commission that:

1. The Applicant is a banking corporation organized under the laws of the State of New York, is neither resident nor authorized to do business in Ontario, and is proposed to be the trustee under an indenture (the "Indenture") to be entered into between MFC and the Applicant.

2. MFC has advised the Applicant that MFC is a corporation incorporated under the Insurance Companies Act (Canada) and is a reporting issuer not in default under the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") or the regulations promulgated thereunder. MFC's head office is located at 200 Bloor Street East, Toronto, Ontario, M4W 1E5.

3. MFC proposes to sell debt securities in the United States (the "U.S. Debt Securities") under the Indenture. The Indenture is to be governed by the laws of the State of New York.

4. A final short form base shelf prospectus will be filed by MFC with the Commission pursuant to the applicable requirements of National Instrument 44-101 -- Short Form Prospectus Distributions and National Instrument 44-102 Shelf Distributions and with the United States Securities and Exchange Commission (the "SEC"), as part of a registration statement on Form F-10 (the "Registration Statement") to qualify the distribution of the U.S. Debt Securities in each of the provinces and territories of Canada. However, the issuer does not intend to sell the U.S. Debt Securities in Canada.

5. The Indenture will be filed by MFC on SEDAR forthwith after MFC and the Applicant execute the Indenture.

6. Public offers and sales of the U.S. Debt Securities will be made, from time to time, in the United States pursuant to the Registration Statement.

7. It is not anticipated currently that any of the U.S. Debt Securities will be listed on any securities exchange, but listing may occur in the future.

8. Because a form of Ontario prospectus will be filed under the Act, Part V of the OBCA will apply to the Indenture by virtue of subsection 46(2) of the OBCA.

9. As the Applicant is neither resident nor authorized to do business in Ontario, the Applicant has requested the exemption in order to act as trustee under the Indenture.

10. As a result of the filing of the Registration Statement with the SEC, the Indenture will be subject to and governed by the provisions of the United States Trust Indenture Act of 1939, as amended (the "TIA"). Upon the receipt of the requested exemption under the OBCA pursuant to the Order, the Indenture will continue to be subject to the TIA. The Indenture will further provide that there shall always be a trustee thereunder that satisfies the requirements of sections 310(a)(1), 310(a)(2) and 310(b) of the TIA and that the terms of such Indenture will be consistent with the requirements of the TIA.

11. Because the TIA regulates trustees and trust indentures of publicly offered debt securities in the United States in a manner that appears consistent with Part V of the OBCA, holders of U.S. Debt Securities will not, subject to paragraph 11, derive any additional material benefit from having the Indenture be subject to Part V of the OBCA.

AND UPON the Commission being of the opinion that to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to subsection 46(4) of the OBCA, that the Indenture is exempt from Part V of the OBCA, provided that:

(a) the Indenture is governed by and subject to the TIA; and

(b) prior to or concurrently with MFC's filing of the executed Indenture with the Commission and the filing of any prospectus supplement to a short form prospectus of MFC with respect to an offering of U.S. Debt Securities, the Applicant, or any trustee that replaces the Applicant under the terms of the Indenture, has filed with the Commission and on SEDAR a submission to the non-exclusive jurisdiction of the courts and administrative tribunals of Ontario and appointment of an agent for service of process in Ontario ("Submission to Jurisdiction and Appointment of Agent for Service of Process").