Prospectus excerpt:  This offering (the “Offering”) of Non-cumulative Rate Reset Class A Shares, Series 4 (the “Series 4 Preferred Shares”) of Manulife Financial Corporation (“MFC”) under this prospectus supplement (the “Prospectus Supplement”) consists of 14,000,000 Series 4 Preferred Shares. The holders of Series 4 Preferred Shares will be entitled to receive fixed non-cumulative preferential cash dividends, as and when declared by the board of directors of MFC (the “Board of Directors”), for the initial period commencing on the Closing Date (as defined herein) and ending on and including June 19, 2014 (the “Initial Fixed Rate Period”), payable quarterly 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”), at an annual rate equal to $1.65 per share. The initial dividend, if declared, will be payable June 19, 2009 and will be $0.4837 per share, based on the anticipated closing date of March 4, 2009 (the “Closing Date”). See “Details of the Offering”.

For each five-year period after the Initial Fixed Rate Period (each a “Subsequent Fixed Rate Period”), the holders of Series 4 Preferred Shares will be entitled to receive fixed non-cumulative preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the 19th day of March, June, September and December in each year, in the amount per share determined by multiplying the Annual Fixed Dividend Rate (as defined herein) applicable to such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period will be determined by MFC on the 30th day prior to the first day of such Subsequent Fixed Rate Period and will be equal to the sum of the Government of Canada Yield (as defined herein) on the date on which the Annual Fixed Dividend Rate is determined plus 4.56%. See “Details of the Offering”.