Securities Law & Instruments

Headnote

MRRS- registration relief in respect of a share sales program establishedby demutualized life insurance company for unsolicited orders.

ApplicableOntario Statutory Provisions.

SecuritiesAct, R.S.O. 1990, c.S.5, as am s. 25, 35(1)(11), 74(1).

INTHE MATTER OF

THESECURITIES LEGISLATION

OFBRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA,ONTARIO, QUÉBEC, NEW BRUNSWICK,

NOVASCOTIA, NEWFOUNDLAND AND LABRADOR,

PRINCEEDWARD ISLAND, YUKON , NUNAVUT AND

NORTHWEST TERRITORIES

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS

AND

INTHE MATTER OF

THEMANUFACTURERS LIFE INSURANCE COMPANY

AND

MANULIFEFINANCIAL CORPORATION

MRRSDECISION DOCUMENT

WHEREASthe Canadian securities regulatory authority or regulator (the"Decision Maker") in each of British Columbia, Alberta, Saskatchewan,Manitoba, Ontario, Québec, New Brunswick, Nova Scotia,Newfoundland and Labrador, Prince Edward Island, Yukon , Nunavutand Northwest Territories (the "Jurisdictions") has received anapplication from The Manufacturers Life Insurance Company ("ManufacturersLife") and Manulife Financial Corporation ("MFC") (ManufacturersLife together with MFC referred to herein as the "Filer"):

A.for a decision pursuant to the securities legislation of the Jurisdictions(the "Legislation") that the requirements contained in the Legislationto be registered to trade in a security (the "Registration Requirements")shall not apply to the Filer, CIBC Mellon Trust Company ("CIBCMellon") or such other trust company as is appointed by MFC fromtime to time as the administrator (CIBC Mellon or such other administratorhereinafter referred to as the "Administrator") pursuant to theShare Sales Program (as hereinafter defined) or Eligible Policyholders(as hereinafter defined) in respect of any trades in common sharesof MFC (the "Common Shares") through the Administrator and theAssisting Dealer (as hereinafter defined) pursuant to the ShareSales Program.

ANDWHEREAS pursuant to the Mutual Reliance Review Systemfor Exemptive Relief Applications (the "System") the Ontario SecuritiesCommission is the principal regulator for this Application;

ANDWHEREAS the Filer has represented to the Decision Makersthat:

1.Manufacturers Life was incorporated on June 23, 1887, by a SpecialAct of Parliament of the Dominion of Canada. Pursuant to the provisionsof the then Canadian and British Insurance Companies Act(Canada), the predecessor legislation to the Insurance CompaniesAct (Canada) ("ICA"), Manufacturers Life undertook a planof mutualization and became a mutual life insurance company onDecember 19, 1968. On September 23, 1999 Manufacturers Life demutualized(the "Demutualization") pursuant to letters patent of conversionissued by the Minister of Finance.

2.Manufacturers Life's head office is located in Ontario. ManufacturersLife is regulated by the Superintendent of Financial Institutions(Canada) and it is licenced under the insurance legislation ofeach province and territory of Canada. Manufacturers Life is areporting issuer (or equivalent) in each of the provinces andterritories of Canada and has held that status since filing anon-offering prospectus on May 19, 1994. To the best of itsknowledge, information and belief, Manufacturers Life is currentlynot in default of its reporting requirements under the Legislation.

3.Manufacturers Life has authorized share capital consisting ofan unlimited number of Common Shares, an unlimited number of ClassA Shares, issuable in series, an unlimited number of Class B Shares,issuable in series, an unlimited number of Class C Shares, issuablein series, and an unlimited number of Class D Shares, issuablein series. As of the date hereof, only Common Shares and 40,000Manufacturers Life Class A Shares Series 1 are issued and outstanding.Pursuant to the Demutualization, MFC became the holder of allof the issued and outstanding Common Shares of Manufacturers Life.MFC subscribed for the Manufacturers Life Class A Shares Series1 in connection with the offering by Manulife Financial CapitalTrust of Manulife Financial Capital Securities - Series A andManulife Financial Capital Securities - Series B completed onDecember 10, 2001.

4.MFC was incorporated under the ICA on April 26, 1999. On September 23,1999, in connection with the Demutualization, MFC became the soleshareholder of Manufacturers Life and certain holders of participatinglife insurance policies of Manufacturers Life (the "Eligible Policyholders")became shareholders of MFC. On September 24, 1999 MFC filed afinal prospectus in connection with an initial treasury and secondaryoffering conducted in Canada and the United States. MFC is a publiclytraded company on The Toronto Stock Exchange, the New York StockExchange, the Stock Exchange of Hong Kong Limited and the PhilippineStock Exchange. The authorized share capital of MFC consists ofClass A Shares, issuable in series, Class B Shares, issuablein series, and Common Shares of which approximately 482 millionCommon Shares were issued and outstanding as of January 1, 2002.

5.MFC is a reporting issuer in each of the Jurisdictions. MFC filesits continuous disclosure materials on the System for ElectronicDocument Analysis and Retrieval. To the best of its knowledge,information and belief, MFC is currently not in default of itsreporting requirements under the Legislation.

6.Manufacturers Life anticipated that a significant number of EligiblePolicyholders would retain the Common Shares to which they areentitled in connection with the Demutualization and not make acash election. Manufacturers Life believes that a significantnumber of these Eligible Policyholders, both in North Americaand Asia, do not have any prior experience in share ownershipor brokerage relationships. For these reasons, Manufacturers Lifeestablished a "Share Sales Program", which commenced followingthe completion of the initial public offering of the Common Shares(the "IPO").

7.Under the Share Sales Program, Eligible Policyholders residentin Canada who received Common Shares are able to sell those sharessimply by contacting the Administrator of the Share Sales ProgramCIBC Mellon and any other person or company appointed by MFC fromtime to time as the Administrator shall be a trust company. TheAdministrator has established an account with a registered securitiesdealer (the "Assisting Dealer") and, through the Assisting Dealer,arranges to sell Eligible Policyholders' Common Shares and remitthe proceeds, less applicable fees, to Eligible Policyholders.The Share Sales Program is extended only to Eligible Policyholdersand only to those Common Shares received by such Eligible Policyholderson the Demutualization which they continue to hold in the book-entrysystem through the Administrator.

8.Under the Share Sales Program, only sell orders are accepted bythe Administrator and no advice regarding the decision to sellor hold the Common Shares is offered to any Eligible Policyholder.Neither Manufacturers Life nor MFC subsidize the costs of sellingCommon Shares under the Share Sales Program, although EligiblePolicyholders will benefit from any reduced commission that canbe negotiated with the Assisting Dealer. Any Eligible Policyholderswho wish to sell their Common Shares in another manner (for example,by transferring their holdings to another dealer with whom theyhave a brokerage relationship) is free to do so. Any informationdistributed to Eligible Policyholders regarding the Share SalesProgram has not and will not contain any investment advice asto the desirability of Eligible Policyholders holding or sellingtheir Common Shares. The Assisting Dealer will not open individualaccounts or engage in "know-your-client" procedures with respectto individual Eligible Policyholders utilizing the Share SalesProgram. Literature describing the Share Sales Program has beenprovided to all Eligible Policyholders.

9.Manufacturers Life and MFC have in place a call centre throughwhich questions of Eligible Policyholders regarding the mechanicsof selling Common Shares under the Share Sales Program can beanswered. The call centre staff are instructed not to provideinvestment advice as to the desirability of an Eligible Policyholderholding or selling their Common Shares.

ANDWHEREAS pursuant to the System this Decision Documentevidences the decision of each Decision Maker (collectively, the"Decision");

ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met;

THEDECISION of the Decision Makers pursuant to the Legislationis that the Registration Requirements shall not apply to the Filer,the Administrator pursuant to the Share Sales Program or EligiblePolicyholders in respect of:

(i)the execution of an unsolicited order to sell Common Shares throughthe Assisting Dealer by the Administrator, or

(ii)placing the unsolicited order with the Administrator, in connectionwith the Share Sales Program.

and,for the purposes of this MRRS Decision Document, a trade shallnot be considered "solicited" by reason of the Filer (or the Administratoron their behalves) distributing to Eligible Policyholders disclosuredocuments, notices, brochures or similar documents advising ofthe availability of the Administrator to facilitate sales of CommonShares or by reason of the Filer and/or the Administrator advisingEligible Policyholders of the availability, and informing EligiblePolicyholders of the details of the operation of the Share SalesProgram in response to enquiries from Eligible Policyholders bytelephone or otherwise.

February20, 2002.

"PaulM. Moore"       "Robert W. Korthals"