Prospectus excerpt:  This offering of Non-cumulative Class A Shares, Series 3 (the “Series 3 Preferred Shares”) of Manulife Financial Corporation (“MFC”) consists of 12,000,000 Series 3 Preferred Shares. The holders of Series 3 Preferred Shares will be entitled to receive quarterly non-cumulative preferential cash dividends as and when declared by the board of directors of MFC payable on the 19th day of March, June, September and December in each year (each three-month period ending on the 19th day of each such month, a “Quarter”). Quarterly cash dividends, if declared, will be at a per annum rate of 4.50% per share. The initial dividend, payable March 19, 2006, will be $0.23438 per Series 3 Preferred Share, based on an anticipated closing date of January 3, 2006.

Thereafter, the quarterly cash dividend per Series 3 Preferred Share, if declared, will be $0.28125. See “Details of the Offering”. The Series 3 Preferred Shares will not be redeemable by MFC prior to March 19, 2011. On and after March 19, 2011, but subject to the provisions of the Insurance Companies Act (Canada) (the “ICA”), and the prior consent of the Superintendent of Financial Institutions (the “Superintendent”), MFC may, on at least 30 days’ and not more than 60 days’ prior written notice, redeem for cash all or from time to time any part of the outstanding Series 3 Preferred Shares for $26.00 per Series 3 Preferred Share if redeemed on or after March 19, 2011 and prior to March 19, 2012; $25.75 if redeemed on or after March 19, 2012 and prior to March 19, 2013; $25.50 if redeemed on or after March 19, 2013 and prior to March 19, 2014; $25.25 if redeemed on or after March 19, 2014 and prior to March 19, 2015; and $25.00 if redeemed on or after March 19, 2015, together in each case, with an amount equal to the sum (the “Accrued Amount”) of (i) all declared and unpaid dividends in respect of completed Quarters preceding the date fixed for redemption (or conversion or purchase, as applicable); and (ii) an amount equal to the cash dividend in respect of the Quarter in which the redemption (or conversion or purchase, as applicable) occurs, whether declared or not, pro rated to such date. See “Details of the Offering”.