Manufacturers Life Insurance Company and Manulife Financial Corporation

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - POP System andShelf Prospectus Offerings - exemption granted to allow issuers to file an unallocatedbase shelf prospectus and to follow the requirements of proposed National Instrument44-101 and proposed National Instrument 44-102.

Relevant Ontario Statutes

Securities Act, R.S.O. 1990, c.S.5, as am. s. 53 and 74(1).

Relevant Ontario Regulations

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am.,

Relevant Ontario Rules

Rule entitled In the Matter of the Prompt Offering Qualification System (1999) 22O.S.C.B. 6298

Rule entitled In the Matter of Rules for Shelf Prospectus Offerings and Pricing Offeringsafter the Prospectus is Receipted (1999) 22 O.S.C.B. 6297.

Policies Cited

National Policy 47 - Prompt Offering Qualification System.

National Policy 44 - Rules for Shelf Prospectus Offerings and for Pricing Offerings afterthe Final Prospectus is Receipted.

WHEREAS the securities regulatory authority or regulator (the "Decision Maker")in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia,Newfoundland, New Brunswick, Prince Edward Island, Northwest Territories, YukonTerritory and Nunavut (the "Jurisdictions") has received an application (the "Application")from The Manufacturers Life Insurance Company ("MLI") and Manulife FinancialCorporation ("MFC") for a decision under the securities legislation of the Jurisdictions (the"Legislation") exempting MLI and MFC from the requirement to file and obtain a receipt fora preliminary prospectus and prospectus (collectively the "Prospectus Requirements") inorder to permit the use by MLI and MFC of the form and other requirements set out inProposed National Instrument 44-101 - Short Form Prospectus Distributions and ProposedNational Instrument 44-102 - Shelf Distributions (collectively referred to herein as the "POPand Shelf Procedures") in connection with the offering by MLI and MFC of certainsecurities under a shelf prospectus.

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commission is the PrincipalRegulator for this Application.

AND WHEREAS MLI and MFC have represented to the Decision Makers that:

1. MLI was incorporated on June 23, 1887, by a Special Act of Parliament of theDominion of Canada. Pursuant to the provisions of the then Canadian and BritishInsurance Companies Act (Canada), the predecessor legislation to the InsuranceCompanies Act (Canada) ("ICA"), MLI undertook a plan of mutualization andbecame a mutual life insurance company December 19, 1968. On September 23,1999 MLI demutualized (the "Demutualization") pursuant to letters patent ofconversion issued by the Minister of Finance.

2. MLI's head office is located in Ontario. MLI is regulated by the Superintendent ofFinancial Institutions (Canada) and it is licenced under the insurance legislation ofeach province and territory of Canada. The authorized capital of MLI consists of anunlimited number of Class A, B, C and D preferred shares, each such class beingissuable in series, and an unlimited number of common shares. Pursuant to theDemutualization MFC became the holder of all of the issued and outstandingcommon shares of MLI. Currently MLI has no other shares outstanding.

3. MLI is a reporting issuer (or equivalent) in each of the provinces and territories ofCanada and to the best of its knowledge, information and belief, is not currently indefault of its reporting requirements under the Legislation.

4. MFC was incorporated under the ICA on April 26, 1999. On September 23, 1999,in connection with the Demutualization, MFC became the sole shareholder of MLIand certain holders of participating life insurance policies of MLI becameshareholders of MFC. The authorized share capital of MFC consists of Class AShares, issuable in series, Class B Shares, issuable in series, and Common Sharesof which approximately 482,005,387 Common Shares were issued and outstandingas of June 30, 2000.

5. MFC is a reporting issuer in each of the provinces and territories of Canada and iseligible to use the prompt offering qualification system under the Legislation (the"POP System"). To the best of its knowledge, information and belief, MFC iscurrently not in default of its reporting requirements under the Legislation. MFC isa publicly traded company on The Toronto Stock Exchange, The New York StockExchange, The Stock Exchange of Hong Kong Limited and the Philippine StockExchange.

6. Pursuant to the decision document issued by British Columbia, Alberta,Saskatchewan, Manitoba, Ontario, Nova Scotia, Newfoundland and Quebec on May19, 2000, (the "MLI Relief") MLI is not required to file an Annual Information Form("AIF") in order to be eligible to use the POP System provided MFC has filed acurrent AIF and provided MFC has no assets or liabilities (other than its direct orindirect beneficial holding of all of the outstanding voting securities of MLI) of morethan nominal value having regard to the total consolidated assets of MFC. The MLIRelief also granted relief to MLI from certain continuous disclosure requirementsunder the Legislation provided, among other things, that MFC files continuousdisclosure documents under the Legislation. MFC and MLI have requested relieffrom New Brunswick, Prince Edward Island, Northwest Territories, Yukon Territoryand Nunavut permitting MLI to use the POP System on the same basis as is set outin the MLI Relief.

7. MFC has no material assets or material liabilities other than the shares that it holdsin MLI. MFC conducts its operations through MLI and MLI's branches andsubsidiaries.

8. On or about August 18, 2000 MLI and MFC filed in the Jurisdictions a preliminaryshort form shelf prospectus (the "Preliminary Prospectus") pertaining to more thanone type of security, being debt and preferred share securities (collectively, the"Securities"), to be issued by either MLI or MFC from time to time as determined onthe basis of applicable tax, regulatory and market considerations prevailing at thetime of issue. The Preliminary Prospectus complies with the form and contentrequirements set out in the POP and Shelf Procedures.

9. The decision to prepare the Preliminary Prospectus, rather than separate shelfprospectuses for each of MLI and MFC, is consistent with the approach set out inthe MLI Relief which allows both companies rely upon the same continuousdisclosure documents.

10. A final prospectus and any shelf prospectus supplement (each, a "Supplement")prepared in connection therewith filed under the Legislation will each comply withthe form and content requirements set out in the POP and Shelf Procedures.

11. Each Supplement will, in accordance with the POP and Shelf Procedures, set outdetails regarding the type of security being offered (to the extent not contained inthe Prospectus) and the use of proceeds sought in connection with any suchoffering. In the event that the security is to be offered pursuant to a medium termnote program or other continuous distribution of Securities, a pricing supplement(each a "Pricing Supplement") will also be prepared and filed under the Legislationin accordance with the POP and Shelf Procedures.

AND WHEREAS pursuant to the System this MRRS Document evidences thedecision of the Decision Maker (collectively, the "Decision");

AND WHEREAS the Decision Makers are satisfied that the test contained in theLegislation that provides the Decision Maker with the jurisdiction to make the decision hasbeen met;

THE DECISION of the Decision Makers pursuant to the Legislation is that MLI andMFC are exempted from the Prospectus Requirements of the Legislation with respect todistributions by MLI or MFC of the Securities provided that:

(i) the Preliminary Prospectus shall be in compliance with and shall besupplemented and amended in accordance with the requirements set out inthe POP and Shelf Procedures;

(ii) a prospectus in respect of the Securities which complies with the POP andShelf Procedures is filed in the Jurisdictions and a receipt or decisiondocument, as the case may be, therefore is issued by the Jurisdictions andsuch prospectus is supplemented and amended in accordance with therequirements set out in the POP and Shelf Procedures; and

(iii) this decision shall continue to be operative until and shall expire upon thedate which is 24 months after the date of the receipt or decision document,as the case may be, for the prospectus referred to under paragraph (ii)above despite the entry into force in any Jurisdiction of the POP and ShelfProcedures in the form currently proposed or in an amended form.

September 1st, 2000.

"Howard I. Wetston"       "Theresa McLeod"