JOHN HANCOCK LIFE INSURANCE COMPANY $2,400,000,000 SignatureNotes WITH MATURITIES OF TWELVE MONTHS OR MORE FROM DATE OF ISSUE (FULLY AND UNCONDITIONALLY GUARANTEED BY MANULIFE FINANCIAL CORPORATION) SELLING AGENT AGREEMENT

Exhibit 4.2

JOHN HANCOCK LIFE INSURANCE COMPANY

$2,400,000,000

SignatureNotes

WITH MATURITIES OF TWELVE MONTHS OR MORE FROM DATE OF ISSUE

(FULLY AND UNCONDITIONALLY GUARANTEED BY

MANULIFE FINANCIAL CORPORATION)

SELLING AGENT AGREEMENT

July 8, 2005

Dear Sirs:

John Hancock Life Insurance Company, a Massachusetts corporation (the “ Company ”), proposes to issue and sell up to $2,400,000,000 aggregate principal amount of its SignatureNotes (the “ Notes ”) with maturities of twelve months or more from the date of issue, pursuant to the provisions of the Indenture, dated as of June 15, 2002, as amended on January 16, 2003 and July 8, 2005 and as supplemented from time to time (the “ Indenture ”), between the Company and JPMorgan Chase Bank, N.A., as Trustee (the “ Trustee ”). The Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”). The Notes will be fully and unconditionally guaranteed by the Subordinated New Note Guarantee, dated as of July 8, 2005 (the “ Subordinated New Note Guarantee ” and, together with the Subordinated Old Note Guarantee, dated as of July 8, 2005 (the “ Subordinated Old Note Guarantee ”), the “ Subordinated Guarantee ”), of Manulife Financial Corporation, a Canadian corporation (the “ Guarantor ”). The Notes shall have the maturity ranges, interest rates and other terms set forth in the Prospectus referred to below as it may be amended or supplemented from time to time. The Notes will be issued, and the terms thereof established, from time to time by the Company in accordance with the Indenture. The Notes and the Subordinated Guarantee are collectively referred to herein as the “ Securities ”.

Subject to the terms and conditions contained in this Selling Agent Agreement (the “ Agreement ”) and to the reservation by the Company of the right to sell Securities on its own behalf, the Company hereby (1) appoints each of you as agent of the Company (individually, an “ Agent ” and collectively, the “ Agents ”) for the purpose of soliciting and receiving offers to purchase Securities from the Company and you hereby agree to use your reasonable best efforts to solicit and receive offers to purchase Securities upon terms acceptable to the Company at such times and in such amounts as the Company shall from time to time specify and in accordance with the terms hereof, and, after consultation with ABN AMRO Financial Services, Inc. (the “ Purchasing Agent ”), (2) reserves the right to enter into agreements substantially identical hereto with other agents, and (3) agrees that whenever the Company determines to sell Securities with the Purchasing Agent purchasing such Securities as principal for resale to others, such Securities shall be sold pursuant to a Terms Agreement (as defined in Section IV(b)), between the Company and the Purchasing Agent, relating to such sale in accordance with the provisions of Section IV(b) hereof. This Agreement shall not be construed to create either an obligation on the part of the Company to sell any Securities or an obligation of any of the Agents to purchase Securities.

I.

The Company and the Guarantor have filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form F-3 (File Nos. 333-124223 and 333-124223-01), including a prospectus, relating to the Securities and the offering thereof, from time to time, in accordance with Rule 415 under the Securities Act of 1933, as amended (the “ Securities Act ”). The registration statement, which includes the prospectus (with such deletions therefrom and additions thereto as are permitted or required by the applicable rules and regulations of the Commission) in the form heretofore delivered to the Agents, including exhibits to such registration statement and all documents incorporated by reference in the prospectus contained therein, and any post-effective amendment thereto, has been declared effective by the Commission.

Such registration statement (and any further amendments thereto) including any exhibits, and the prospectus constituting a part thereof, and any prospectus supplements provided to the Agents by the Company for use in connection with the offering of the Securities which is not required to be filed pursuant to Rule 424 under the Securities Act, and all documents incorporated therein by reference, in each case as from time to time amended or supplemented by the filing of such documents with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or the Securities Act or otherwise, are referred to herein as the “ Registration Statement ” and the “ Prospectus ” respectively, except that if any revised prospectus shall be supplemented by a prospectus supplement relating to an offering of the Securities that is filed with the Commission pursuant to Rule 424 under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is so filed. Each supplement to the Prospectus that is filed with the Commission pursuant to Rule 424 under the Securities Act containing only the terms of a particular issue is referred to herein as a “ Pricing Supplement ”.

The Trustee has prepared and filed with the Commission a Statement of Eligibility and Qualification on Form T-1 (the “ Form T-1 ”).

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II.

Your obligations hereunder are subject to the following conditions, each of which shall be met on such date as you and the Company shall subsequently fix for the commencement of your obligations hereunder (the “ Commencement Date ”):

(a) (i) No litigation or proceeding shall be threatened or pending to restrain or enjoin the issuance or delivery of the Securities, or which in any way questions or affects the validity of the Securities and (ii) no stop order suspending the effectiveness of the Registration Statement shall be in effect and no order preventing or suspending the use of any Prospectus relating to the Securities shall have been issued by the Commission, and no proceedings for such purpose shall be pending before or threatened by the Commission, and (iii) there shall have been no material adverse change in the business, financial condition or results of operations of either the Company and its subsidiaries, considered as a whole, or the Guarantor and its subsidiaries, considered as a whole, from that set forth in the Registration Statement and the Prospectus (a “ Material Adverse Change ”); and you shall have received on the Commencement Date a certificate of each of the Company and the Guarantor dated such Commencement Date and signed by an executive officer of the Company or the Guarantor, as the case may be, to the foregoing effect. The officers making such certificates may rely upon the best of their knowledge as to proceedings threatened.

(b) You shall have received a favorable opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“ Mintz Levin ”), outside United States counsel for the Company and the Guarantor, dated the Commencement Date, to the effect that:

(i) the Company is a corporation validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the corporate power and corporate authority to own its properties and conduct its business as described in the Prospectus;

(ii) the Indenture has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies; and the Indenture has been duly qualified under the Trust Indenture Act;

(iii) the Notes have been duly authorized and, when the terms thereof have been established in accordance with the Indenture and when executed, authenticated, issued and delivered in the manner provided for in the Indenture against payment therefor, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies;

(iv) to the extent such matters are governed by New York law, the Subordinated Guarantee has been duly issued, executed and delivered by the Guarantor and, (a) when the Notes are executed, authenticated, issued and delivered in the manner provided for in the Indenture against payment therefor, the Subordinated New Note Guarantee will constitute a valid and legally binding obligation of the Guarantor with respect to such Notes, and (b) the Subordinated Old Note Guarantee constitutes a valid and legally binding obligation of the Guarantor with respect to such notes guaranteed thereby, enforceable against the Guarantor in accordance with their respective terms, subject as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies;

(v) this Agreement has been duly authorized, executed and delivered by the Company;

(vi) based upon our review of United States federal and Delaware, Massachusetts and New York state laws, rules and regulations, in each case which, in our opinion, based on our expertise, are normally applicable to transactions of the type contemplated by this Agreement, no authorization, consent or approval of, or registration or filing with, any United States, Delaware, Massachusetts or New York governmental or public body or regulatory authority is required on the part of the Company or the Guarantor for the issuance of the

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Notes in accordance with the Indenture or the sale of the Notes in accordance with this Agreement other than (1) the registration of the Notes under the Securities Act, (2) qualification of the Indenture under the Trust Indenture Act, (3) the listing of the initial series of Notes on the New York Stock Exchange and (4) compliance with the insurance, securities or Blue Sky laws of the various states (as to which Mintz Levin expresses no opinion);

(vii) the statements in the (1) Prospectus under the captions “Description of Notes”, “Additional Terms for Floating Rate Notes”, “Additional Terms for Notes with Interest Rate Based on CPI”, “Description of the Subordinated Guarantee” and “United States Federal Taxation” and (2) Registration Statement under Item 8 of Part II under the caption “John Hancock Life Insurance Company”, insofar as such statements constitute summaries of the documents (or provisions thereof) or statutes (or provisions thereof) referred to therein, fairly present the information required to be described with respect to such documents (or provisions thereof) or statutes (or provisions thereof) and fairly summarize in all material respects such documents (or provisions thereof) or statutes (or provisions thereof);

(viii) the Indenture and the forms of the Notes filed by the Company with the Commission as an exhibit to the Registration Statement conform in all material respects to the descriptions thereof in the Prospectus;

(ix) the Registration Statement has become effective under the Securities Act, and, to Mintz Levin’s knowledge, no stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are pending under the Securities Act;

(x) (1) each document, if any, filed by the Company pursuant to the Exchange Act, and incorporated by reference in the Prospectus, when such document was filed with the Commission, complied as to form in all material respects with the Exchange Act and the rules and regulations thereunder; and (2) the Registration Statement, as of its effective date, and the Prospectus, as of its issue date and the Commencement Date, complied as to form in all material respects with the requirements of the Trust Indenture Act and the Securities Act and the rules and regulations thereunder (except, in each case as to the financial statements and notes thereto, the financial statement schedules and the other financial data and Form T-1 included or incorporated by reference therein, as to which Mintz Levin need not express any opinion); and

(xi) under the laws of the State of New York relating to submission to jurisdiction, the submission by the Guarantor to the jurisdiction of the state and federal courts in the Borough of Manhattan, City and State of New York in respect of any proceeding arising out of or in relation to the Subordinated Guarantee and this Agreement is valid and legally binding upon the Guarantor and not subject to unilateral revocation. Such opinion is subject to the qualification that such counsel need express no opinion as to the enforceability of forum selection clauses in the federal courts.

During the course of the preparation of the Registration Statement and the Prospectus, Mintz Levin discussed the affairs of the Company and of John Hancock Financial Services, Inc. (“ JHFS ”) and its subsidiaries (JHFS and its subsidiaries, including the Company, collectively, the “ JHFS Subsidiaries ”) with certain officers of the Company and JHFS and other representatives and with representatives of the Purchasing Agent. Although Mintz Levin has not independently verified, and is not passing upon and does not assume responsibility for, the accuracy, completeness or fairness of statements contained in the Registration Statement or the Prospectus as amended or supplemented (except as set forth in paragraphs (iv) and (vii) above), it does hereby advise you that, based upon such discussions and upon the review of documents and records as referred to above, no facts have come to its attention which cause it to believe that, insofar as it relates to the JHFS Subsidiaries or the Securities (excluding information relating to the Guarantor), (A) the Registration Statement at the time it became effective or on the date the Registration Statement was last deemed amended contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) the Prospectus, as amended or supplemented, as of its date and as of the Commencement Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were

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made, not misleading; provided that no advice is given as to the financial statements and notes thereto, the financial statement schedules and the other financial data and the Form T-1 included or incorporated by reference in the Registration Statement and the Prospectus.

(c) You shall have received a favorable opinion of Torys LLP (“ Torys ”), outside Canadian counsel for the Company and the Guarantor and special United States counsel for the Guarantor, dated the Commencement Date, to the effect that:

(i) the Guarantor is a corporation validly existing under the Insurance Companies Act (Canada) and has the corporate power and corporate authority to own its properties and conduct its business as described in the Prospectus;

(ii) the execution and delivery of the Subordinated Guarantee and the sale of the Securities pursuant to this Agreement (1) do not and will not result in any violation of the letters patent or by-laws of the Guarantor, each as amended, (2) do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any material agreement or other material instrument binding upon the Guarantor or any subsidiary of the Guarantor that is a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Securities Act (each, a “ Significant Guarantor Subsidiary ” and, together with the Significant Company Subsidiaries (defined below), the “ Significant Subsidiaries ”) (excluding the JHFS Subsidiaries), and (3) do not and will not result in a violation of any existing provision of any material law, rule or regulation of the Province of Ontario or of the federal laws of Canada applicable therein to the Guarantor or any of its Significant Subsidiaries or, to the knowledge of such counsel, any material judgment, order, writ, injunction or decree of any Canadian federal or Ontario provincial governmental authority or court having jurisdiction over the Guarantor or any of its Significant Subsidiaries;

(iii) the Guarantor has full power and authority to authorize and issue the Subordinated New Note Guarantee as contemplated by this Agreement and the Subordinated Old Note Guarantee;

(iv) the Subordinated Guarantee has been duly authorized by the Guarantor and, assuming (i) in the case of the Subordinated New Note Guarantee, that the Notes have been duly authenticated by the Trustee in the manner provided for in the Indenture, and (ii) in the case of the Subordinated Old Note Guarantee, that the notes guaranteed thereby have been duly authenticated by the Trustee in the manner provided for in the Indenture, then to the extent issuance, execution and delivery are matters governed by the laws of the Province of Ontario or the federal laws of Canada applicable therein, the Subordinated Guarantee has been duly issued, executed and delivered by the Guarantor;

(v) this Agreement has been (1) duly authorized by the Guarantor and (2) to the extent execution and delivery are matters governed by the laws of the Province of Ontario or the federal laws of Canada applicable therein, duly executed and delivered by the Guarantor;

(vi) no authorization, consent or approval of, or registration or filing with, any Canadian federal or Ontario provincial governmental authority is required on the part of the Guarantor for the issuance of the Subordinated New Note Guarantee in accordance with this Agreement or for the issuance of the Subordinated Old Note Guarantee, except as have been obtained under the laws of the laws of the Province of Ontario or the federal laws of Canada applicable therein;

(vii) the statements in the Registration Statement under Part II of the registration statement on Form F-3 under the heading “Indemnification of directors and officers”, insofar as such statements constitute statements of the laws of the Province of Ontario or the federal laws of Canada applicable therein or purport to summarize provisions of agreements or instruments, have been reviewed by such counsel and fairly summarize the matters described therein and are accurate in all material respects;

(viii) (1) each document, if any, filed by the Guarantor pursuant to the Exchange Act and incorporated by reference in the Prospectus (except the financial statements and notes thereto, the financial statement schedules and other financial data included or incorporated by reference therein or omitted therefrom, as to which Torys need not express any opinion), when such document was filed with the Commission, appear on their face to have been appropriately responsive in all material respects to the requirements of the Exchange Act, and the rules and regulations thereunder and (2) each underlying Canadian disclosure document contained within the documents, if any, filed by the Guarantor pursuant to the Exchange Act and

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incorporated by reference in the Prospectus (except the financial statements and notes thereto, the financial statement schedules and other financial data included or incorporated by reference therein or omitted therefrom, as to which Torys need not express any opinion), when such document was filed with the Ontario Securities Commission (the “ OSC ”), appear on their face to have been appropriately responsive in all material respects to the requirements of applicable securities laws of the Province of Ontario and the regulations, rules, rulings, decisions and orders made thereunder, together with the applicable policy statements and prescribed forms issued by the Canadian securities administrators, as interpreted and applied by the OSC (“ Ontario Securities Laws ”);

(ix) to such counsel’s knowledge, there are no (1) legal or governmental proceedings pending or threatened to which the Guarantor or any Significant Subsidiary (excluding the JHFS Subsidiaries) is a party, or to which any of the properties of the Guarantor or any Significant Subsidiary (excluding the JHFS Subsidiaries) is subject, that are required under Ontario Securities Laws to be described in the underlying Canadian disclosure documents contained within the documents filed by the Guarantor pursuant to the Exchange Act and incorporated by reference in the Prospectus and are not so described or (2) statutes or regulations of the Province of Ontario or Canadian federal statutes or regulations applicable therein or contracts of the Guarantor that are required under Ontario Securities Laws to be described in the underlying Canadian disclosure documents contained within the documents filed by the Guarantor pursuant to the Exchange Act and incorporated by reference in the Prospectus that are not described as required;

(x) a court of competent jurisdiction in the Province of Ontario (an “ Ontario Court ”) would give effect to the choice of the law of the State of New York (“ New York Law ”) as the proper law governing the Agreement and the Subordinated Guarantee, provided that such choice of law is bona fide (in the sense that it was not made with a view to avoiding the consequences of the laws of any other jurisdiction) and provided that such choice of law is not contrary to public policy, as that term is applied by an Ontario Court. Based on the facts of which such counsel have knowledge, in such counsel’s opinion, there are no reasons under the laws of the Province of Ontario or the federal laws of Canada applicable therein for avoiding the choice of New York Law to govern the Agreement and the Subordinated Guarantee;

(xi) in an action on a final and conclusive judgment for a fixed sum of money of any State or Federal Court in the Borough of Manhattan, City and State of New York (a “ New York Court ”) that is not impeachable as void or voidable under New York Law, an Ontario Court (a) would not refuse to recognize the non-exclusive jurisdiction of the court rendering such judgment on the basis of process being served on John Hancock Life Insurance Company of New York (formerly known as The Manufacturers Life Insurance Company of New York) as the agent of the Guarantor to receive service of process in the United States under the Agreement or the Subordinated Guarantee provided the Guarantor has not purported to revoke the appointment or John Hancock Life Insurance Company of New York has not terminated the agency or otherwise rendered service on it ineffective and (b) would give effect to the provisions in the Agreement and the Subordinated Guarantee whereby the Guarantor submits to the non-exclusive jurisdiction of a New York Court;

(xii) if the Agreement or the Subordinated Guarantee are sought to be enforced in the Province of Ontario in accordance with the laws applicable thereto as chosen by the parties, namely New York Law, an Ontario Court would, to the extent specifically pleaded and proved as a fact by expert evidence, recognize the choice of New York Law and, upon appropriate evidence as to such law being adduced, apply such law to all issues that under the conflict of laws rules of the Province of Ontario are to be determined in accordance with the proper or general law of a contract, provided that none of the provisions of the Agreement or the Subordinated Guarantee, or of New York Law, are contrary to public policy as that term is applied by an Ontario Court; provided , however , that, in matters of procedure, the laws of the Province of Ontario will be applied, including the Limitations Act, 2002 (Ontario), and an Ontario Court will retain discretion to decline to hear such action if it is contrary to public policy, as that term is applied by an Ontario Court, for it to do so, or if it is not the proper forum to hear such an action, or if concurrent proceedings are being brought elsewhere. Based on the facts of which such counsel have knowledge, in such counsel’s opinion, there are no reasons under the laws of the Province of Ontario or the federal laws of Canada applicable therein and no reasons, to such counsel’s knowledge, with respect to the application of

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New York Law by an Ontario Court, for avoiding enforcement of the Agreement or the Subordinated Guarantee, based on public policy, as that term is applied by an Ontario Court; and

(xiii) the laws of the Province of Ontario and the federal laws of Canada applicable therein permit an action to be brought in an Ontario Court on a final and conclusive judgment in personam for a fixed sum of money of a New York Court that is subsisting and unsatisfied respecting the enforcement of the Agreement or the Subordinated Guarantee and that is not impeachable as void or voidable under New York Law if: (a) such judgment was not obtained by fraud or in a manner contrary to natural justice and the enforcement thereof would not be inconsistent with public policy as such term is applied by an Ontario Court, or contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada) in respect of certain judgments, laws and directives having effect on competition in Canada; (b) the enforcement of such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue or penal laws; (c) the action to enforce such judgment is commenced within the applicable limitation period; and (d) a court rendering such judgment had jurisdiction over the Guarantor as recognized by the courts of the Province of Ontario (in such counsel’s opinion, submission under the provisions of the Agreement and the Subordinated Guarantee to the non-exclusive jurisdiction of a New York Court will be sufficient for this purpose). Based on the facts of which such counsel have knowledge, in such counsel’s opinion, there are no reasons under the laws of the Province of Ontario or the federal laws of Canada applicable therein for avoiding recognition of judgments of a New York Court under the Agreement or the Subordinated Guarantee based on public policy, as that term is applied by an Ontario Court.

During the course of the preparation of the Registration Statement and the Prospectus, Torys discussed the affairs of the Guarantor (excluding the affairs of the JHFS Subsidiaries) with certain of its officers and other representatives and with representatives of the Purchasing Agent. Although Torys has not independently verified, and is not passing upon and does not assume responsibility for, the accuracy, completeness or fairness of statements contained in the Registration Statement or the Prospectus as amended or supplemented (except as set forth in paragraph (vii) above), it does hereby advise you that, based upon such discussions and upon the review of documents and records as referred to above, no facts have come to its attention which cause it to believe that, insofar as it relates to the Guarantor (excluding the JHFS Subsidiaries), (A) the Registration Statement at the time it became effective or on the date the Registration Statement was last deemed amended contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) the Prospectus, as amended or supplemented, as of its date and as of the Commencement Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no advice is given as to the financial statements and notes thereto, the financial statement schedules and the other financial data and the Form T-1 included or incorporated by reference in the Registration Statement and the Prospectus.

(d) You shall have received a favorable opinion of Jonathan Chiel, General Counsel of the Company, or other in-house counsel to the Company reasonably acceptable to the Purchasing Agent, dated the Commencement Date, to the effect that:

(i) to such counsel’s knowledge, the Company is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which it owns or leases substantial properties or in which the

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conduct of its business requires such qualification and in which the failure to so qualify would result in a Material Adverse Change;

(ii) the execution and delivery of the Indenture, the execution and delivery of the Subordinated Guarantee, the issuance of the Notes in accordance with the Indenture and the sale of the Notes pursuant to this Agreement (1) do not and will not result in any violation of the articles of organization or by-laws of the Company, each as amended, (2) to such counsel’s knowledge, do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any agreement or other instrument binding upon the JHFS Subsidiaries, the Company or any subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Securities Act (each, a “ Significant Company Subsidiary ”) filed or incorporated by reference as an exhibit to the Company’s Form 10-K for the year ended December 31, 2004, and (3) do not and will not result in a violation of any existing provision of any material law, rule or regulation of the United States or the Commonwealth of Massachusetts applicable to the Company or any of its Significant Subsidiaries or any material judgment, order, writ, injunction or decree known to such counsel of any governmental authority or court having jurisdiction over the Company or any of its Significant Subsidiaries;

(iii) the Company has full power and authority to authorize, issue and sell the Notes as contemplated by this Agreement;

(iv) the statements in the documents incorporated by reference into the Prospectus under the captions “Business of John Hancock Life Insurance Company — Regulation” and “Legal Proceedings” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, insofar as such statements constitute summaries of the documents (or provisions thereof), statutes (or provisions thereof) or legal proceedings referred to therein, fairly present the information required to be described with respect to such documents (or provisions thereof), statutes (or provisions thereof) or legal proceedings and fairly summarize in all material respects such documents (or provisions thereof), statutes (or provisions thereof), or legal proceedings; and

(v) to such counsel’s knowledge, there are no (1) legal or governmental proceedings pending or threatened to which the Company or any Significant Subsidiary is a party, or to which any of the properties of the Company or any Significant Subsidiary is subject, that are required to be described in the Registration Statement or the Prospectus and are not so described or (2) statutes, regulations or contracts that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.

(e) You shall have received on the Commencement Date a letter dated the Commencement Date from each of Ernst & Young LLP, independent registered public accountants for the Company, and Ernst & Young LLP, independent chartered accountants for the Guarantor, containing statements and information of the type ordinarily included in auditors’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus relating to the Securities.

(f) You shall have received a favorable opinion of Gibson, Dunn & Crutcher LLP, counsel for the Agents, dated such Commencement Date, substantially to the effect set forth in Section II(b) in clauses (ii), (iii), (v) and (x)(2) and subsection (B) of the paragraph following clause (xi).

(g) You shall have received a certificate of the secretary or assistant secretary of the Company as to (i) the articles of organization of the Company, as amended, (ii) the by-laws of the Company, as amended, and (iii) the resolutions authorizing the issuance and sale of the Notes and certain related matters.

(h) You shall have received a certificate of the secretary or assistant secretary of the Guarantor as to (i) the letters patent of the Guarantor, as amended, (ii) the by-laws of the Guarantor, as amended, and (iii) the resolutions authorizing the issuance of the Subordinated Guarantee and certain related matters.

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The obligations of the Purchasing Agent to purchase Securities as principal, both under this Agreement and under any Terms Agreement, are subject to the conditions that (i) no litigation or proceeding shall be threatened or pending to restrain or enjoin the issuance or delivery of the Securities, or which in any way questions or affects the validity of the Securities, (ii) no stop order suspending the effectiveness of the Registration Statement or cease trade order in respect of any of the Securities offered thereunder shall be in effect and no order preventing or suspending the use of any Prospectus relating to the Securities shall have been issued by the Commission, and no proceedings for any such purpose shall be pending before or threatened by the Commission and (iii) there shall have been no Material Adverse Change, each of which conditions shall be met on the corresponding Settlement Date (as defined in Section IV(b)). Further, if specifically called for by any written agreement by the Purchasing Agent to purchase Securities as principal, the Purchasing Agent’s obligations hereunder and under such agreement shall be subject to such of the additional conditions set forth in clause (a), as it relates to the executive officer’s certificate, and clauses (b), (c), (d) and (e) above, as agreed to by the parties, each of which such agreed conditions shall be met on the corresponding Settlement Date.

III.

In further consideration of your agreements herein contained, the Company and the Guarantor covenant as follows:

(a) To furnish to you, without charge, a copy of (i) the Indenture, (ii) the Subordinated Guarantee, (iii) resolutions of its Board of Directors (or Executive Committee) authorizing the issuance and sale of its Securities and the grant of the Subordinated Guarantee, certified by the Secretary or Assistant Secretary of the Company or the Guarantor, as the case may be, as having been duly adopted, (iv) the Registration Statement including exhibits and documents incorporated by reference therein; provided , however , that the Guarantor shall only be required to provide the Guarantor’s periodic filings required to be filed with the Commission pursuant to Section 13(a), 13(c), or 15(d) of the Exchange Act (if not already provided) to the Purchasing Agent, on behalf of the Agents, on the date on which such filings are first transmitted for filing with the Commission, and that the Company shall only be required to provide the Company’s periodic filings (if any) to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act to the Purchasing Agent, on behalf of the Agents, on the date on which such filings are to be transmitted for filing with the Commission; and (v) as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request.

(b) Before amending or supplementing the Registration Statement or the Prospectus (other than amendments or supplements to change interest rates and other than amendments or supplements in the form of the Guarantor’s or the Company’s periodic filings (if any) to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that are incorporated by reference in the Prospectus), to furnish you a copy of each such proposed amendment or supplement, and to afford you a reasonable opportunity to comment on any such proposed amendment or supplement.

(c) To furnish you copies of each amendment to the Registration Statement and of each amendment and supplement to the Prospectus in such quantities as you may from time to time reasonably request; and if at any time when the delivery of a Prospectus shall be required by law in connection with sales of any of the Securities, either (i) any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) for any other reason it shall be necessary to amend or supplement the latest Prospectus, as then amended or supplemented, or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act, the Company will (A) notify you to suspend the solicitation of offers to purchase Securities and if notified by the Company, you shall forthwith suspend such solicitation and cease using the Prospectus as then amended or supplemented and (B), if the Company notifies

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you that it would like you to resume the solicitation of offers to purchase, promptly prepare and file with the Commission such document incorporated by reference in the Prospectus or an amendment or supplement to the Registration Statement or the Prospectus which will correct such statement or omission or effect such compliance and will provide to you without charge a reasonable number of copies thereof, which you shall use thereafter.

(d) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such states of the United States as you shall reasonably request and such other jurisdictions as we mutually agree and to pay all reasonable expenses (including fees and disbursements of your counsel) in connection with such qualification; provided , that , in connection therewith neither the Company nor the Guarantor shall be required to qualify as a foreign corporation to do business, or to file a general consent to service of process, in any jurisdiction.

(e) The Guarantor and, if required to file periodic reports with the Commission, the Company will make generally available to its security holders and to you as soon as practicable earning statements that satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder covering twelve month periods beginning not later than the first day of the Guarantor’s or, if the Company is required to file periodic reports with the Commission, the Company’s fiscal quarter, as the case may be, next following the “effective date” (as defined in Rule 158 under the Securities Act) of the Registration Statement with respect to each sale of Securities.

(f) (i) If the Company, the Guarantor and the Purchasing Agent mutually agree to list Notes on any stock exchange (a “ Stock Exchange ”), to use their reasonable efforts, in cooperation with the Purchasing Agent, to cause such Notes to be accepted for listing on any such Stock Exchange, in each case as the Company, the Guarantor and the Purchasing Agent shall deem to be appropriate. In connection with any such agreement to list Notes on a Stock Exchange, the Company and the Guarantor shall use their reasonable efforts to obtain such listing promptly and shall furnish any and all documents, instruments, information and undertakings that may be reasonably necessary or advisable in order to obtain and maintain the listing.

(ii) So long as any Note remains outstanding and listed on a Stock Exchange, if the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact relating to any matter described in the Prospectus the inclusion of which was required by the listing rules and regulations of such Stock Exchange on which any Notes are listed (the “ Listing Rules ”) or by such Stock Exchange, to provide to the Purchasing Agent information about the change or matter and to amend or supplement the Prospectus in order to comply with the Listing Rules or as otherwise requested by the Stock Exchange.

(iii) To use reasonable efforts to comply with any undertakings given by it from time to time to any Stock Exchange on which any Notes are listed.

(g) To notify the Purchasing Agent promptly in writing in the event that the Company does not have a security listed on the New York Stock Exchange.

(h) The Company will notify the Purchasing Agent as soon as practicable, and in any event within one business day, and confirm such notice in writing, of any change in the rating assigned by any nationally recognized statistical rating organization, as such term is defined in Rule 436(g)(2) under the Securities Act, to the Medium-Term Note Program under which the Securities are issued (the “ Program ”) or any debt securities (including the Securities) of the Company or the Guarantor, or the public announcement by any nationally recognized statistical rating organization that it has under surveillance or review, with possible negative implications, its rating of the Program or any such debt securities, or the withdrawal by any nationally recognized statistical rating organization of its rating of the Program or any such debt securities.

(i) To notify the Purchasing Agent at least 30 days in advance of any amendment or modification to, or withdrawal of, the Subordinated Guarantee.

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IV.

(a) Solicitations as Agent . You hereby agree, as Agents hereunder, to use your reasonable best efforts to solicit and receive offers to purchase Securities upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to you from time to time by the Company. For the purpose of such solicitation you will use the Prospectus as then amended or supplemented which has been most recently distributed to you by the Company, and you will solicit offers to purchase only as permitted or contemplated thereby and herein. The Company reserves the right, in its sole discretion, to suspend solicitation of offers to purchase Securities commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company, you will as soon as practicable, but in any event no later than one business day after receipt of such instructions, suspend solicitation of offers to purchase until such time as the Company has advised the Purchasing Agent that such solicitation may be resumed. In addition, the Company reserves the right to sell Securities on its own behalf, and may solicit and accept offers to purchase Securities from other agents without the assistance of the Agents; and, in the case of any such sale not resulting from a solicitation made by any Agent, no Concession (as defined below) will be payable with respect to such sale.

You are authorized to solicit orders for the Securities only in denominations of $1,000 or more (in multiples of $1,000). You are not authorized to appoint subagents or to engage the service of any other broker or dealer in connection with the offer or sale of the Securities without the consent of the Company; provided , however , the Purchasing Agent may engage the service of any other broker or dealer without the consent of the Company, provided that any such brokers or dealers engaged shall enter into a Master Selected Dealer Agreement in the form attached hereto as Exhibit E. The Purchasing Agent will provide the Company with a listing, updated each calendar quarter, of those brokers or dealers so engaged. In addition, unless otherwise instructed by the Company, the Purchasing Agent shall communicate to the Company, orally or in writing, the aggregate amount of offers to purchase each proposed issuance of Securities. The Company shall have the sole right to accept offers to purchase Securities offered through you and may reject any proposed purchase of Securities as a whole or in part. You shall have the right, in your discretion reasonably exercised, to reject any proposed purchase of Securities, as a whole or in part, and any such rejection shall not be deemed a breach of your agreements contained herein.

The Company agrees to pay the Purchasing Agent, as consideration for soliciting the sale of the Securities, a concession in the form of a discount equal to the percentages of the principal amount of each Note sold not in excess of the concession set forth in Exhibit A hereto (the “ Concession ”). Notwithstanding the foregoing, for Notes that bear a zero interest rate and are issued at a substantial discount from the principal amount payable at the Maturity Date (“ Zero-Coupon Notes ”), the Company agrees to pay the Purchasing Agent, as consideration for soliciting the sale of the Zero-Coupon Notes, a Concession in the form of a discount equal to the percentages of the initial offering price of each Zero-Coupon Note sold not in excess of the Concession set forth in Exhibit A hereto. The Purchasing Agent and the other Agents will share the Concession in such proportions as they may agree.

Except as provided in Section IV(b) hereof, in soliciting offers to purchase Securities from the Company, you are acting solely as agent for the Company and not as principal. If acting on behalf of the Company on an agency basis, you will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Securities has been accepted by the Company, but you shall not have any liability to the Company in the event such purchase is not consummated for any reason, other than to repay to the Company any Concession with respect thereto.

(b) Purchases as Principal . Each sale of Securities to an Agent as principal shall be made in accordance with the terms of this Agreement and a separate agreement, substantially in the form of Exhibit C attached hereto, to be entered into on behalf of such Agent(s) by the Purchasing Agent, which will provide for the sale of such Securities to, and the purchase and reoffering thereof by, the Purchasing Agent as principal. Each such separate agreement (which may be an oral agreement and confirmed in writing as described below among the Purchasing

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Agent and the Company) is herein referred to as a “ Terms Agreement ”. A Terms Agreement may also specify certain provisions relating to the reoffering of such Securities by the Purchasing Agent. The Purchasing Agent’s agreement to purchase Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company and the Guarantor herein contained and shall be subject to the terms and conditions herein set forth. Except pursuant to a Terms Agreement, under no circumstances shall you be obligated to purchase any Securities for your own account. Each Terms Agreement, whether oral (and confirmed in writing which may be by facsimile transmission) or in writing, shall describe the Securities to be purchased pursuant thereto by the Purchasing Agent as principal, and may specify, among other things, the principal amount of Securities to be purchased, the interest rate or formula and maturity date or dates of such Securities, the interest payment dates, if any, the price to be paid to the Company for such Securities, the initial public offering price at which the Securities are proposed to be reoffered, and the time and place of delivery of and payment for such Securities (the “ Settlement Date ”), whether the Notes provide for a survivor’s option or for optional redemption by the Company and on what terms and conditions, and any other relevant terms. Terms Agreements may take the form of an exchange of any standard form of written telecommunication between the Purchasing Agent and the Company.

In connection with the resale of the Securities purchased, without the consent of the Company, you are not authorized to appoint subagents or to engage the service of any other broker or dealer, nor may you reallow any portion of the discount paid to you by the Company in excess of the designated reallowance portion; provided , however , that the Purchasing Agent may engage the service of any other broker or dealer without the consent of the Company, provided that any such brokers or dealers engaged shall enter into a Master Selected Dealer Agreement in the form attached hereto as Exhibit E. The Purchasing Agent will provide the Company with a listing, updated each calendar quarter, of those brokers or dealers so engaged. Unless authorized by the Purchasing Agent in each instance, each Agent agrees not to purchase and sell Securities for which an order from a client has not been received.

Each purchase of Securities by the Purchasing Agent from the Company shall be at a discount from the principal amount of each such Security on the date of issue not in excess of the applicable Concession set forth in Exhibit A hereto. Notwithstanding the foregoing, for Zero-Coupon Notes, each purchase of Zero-Coupon Notes by the Purchasing Agent from the Company shall be at a discount from the initial offering price of each such Security on the date of issue not in excess of the applicable Concession set forth in Exhibit A hereto.

(c) Public Offering Price . Unless otherwise authorized by the Company, all Securities shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any, with the exception of Zero-Coupon Notes. Zero-Coupon Notes shall be sold to the public at a purchase price no greater than an amount, expressed as a percentage of the principal face amount of such Securities, equal to (i) the net proceeds to the Company on the sale of such Securities, plus (ii) the Concession, plus (iii) accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Selling Group (as defined in Exhibit B attached hereto) member responsible for such sale, and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

(d) Procedures . Procedural details relating to the issue and delivery of, and the solicitation of offers to purchase and payment for, the Securities, whether under Section IV(a) or IV(b) of this Agreement, are set forth in the Administrative Procedures attached hereto as Exhibit B, as amended from time to time (the “ Procedures ”). The provisions of the Procedures shall apply to all transactions contemplated hereunder. You, the Company and the Guarantor each agree to perform the respective duties and obligations specifically provided to be performed by each in the Procedures. The Procedures may only be amended by written agreement of the Company, the Guarantor and each of you.

(e) Prospectus Delivery; Marketing Materials . You shall, as required by applicable law, furnish to each person to whom you sell or deliver Securities a copy of the Prospectus (as then amended or supplemented) or, if delivery of the Prospectus is not required by applicable law, inform each such person that a copy thereof (as then

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amended or supplemented) will be made available upon request. You are not authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the Securities. You will not use any marketing materials other than the Prospectus and the brochure approved by the Company on or prior to the date hereof in connection with any offer or sale of the Securities except for marketing materials prepared by the Company, if any, and furnished to you together with written authorization from the Company to the Purchasing Agent to use the same hereunder. If you elect to distribute these additional marketing materials under the so called “free writing” exemption embodied in Section 2(10)(a) of the Securities Act (any such marketing materials, “ Free Writing Materials ”), you will use your best efforts to ensure that any intended recipients of such Free Writing Materials receive a Prospectus either prior to or concurrently with their receipt of the Free Writing Materials. The Company agrees that the Purchasing Agent may utilize the Company’s name, logo and service mark to identify the Company as a member of the Direct Access Notes Program in the Purchasing Agent’s general materials and marketing objectives relating to the Direct Access Notes Program (the “ Marketing Materials ”) that are provided to and approved in writing by the Company prior to their use. The Company hereby grants the Purchasing Agent a non-exclusive, nonsublicenseable, revocable, royalty-free license to use the Company’s name, logo and service marks solely in connection with their use in Marketing Materials that are provided to and approved in writing by the Company prior to their use. Any approvals from or authorizations by the Company under this Section IV(e) may be transmitted electronically by the Company to the Purchasing Agent.

(f) Compliance With Laws . You are aware that other than registering the Securities under the Securities Act and and the filing of required reports under the Exchange Act, no action has been or will be taken by the Company or the Guarantor that would permit the offer or sale of the Securities or possession or distribution of the Prospectus or any other offering material relating to the Securities in any jurisdiction where action for that purpose is required. In addition, the Purchasing Agent, severally and not jointly, agrees that it will observe all applicable state securities or “blue sky” laws and regulations in each jurisdiction in or from which it may directly or indirectly acquire, offer, sell or deliver Securities or have in its possession or distribute the Prospectus or any other offering material relating to the Securities, and it will obtain any consent, approval or permission required for the purchase, offer or sale by it of Securities under the state securities or “blue sky” laws and regulations in force in any such jurisdiction to which the Purchasing Agent is subject or in which it makes such purchase, offer or sale.

V.

The Company and the Guarantor represent and warrant to the Agents that as of the date hereof, as of each date on which the Company accepts an offer to purchase Securities (including any purchase by the Purchasing Agent as principal, pursuant to a Terms Agreement or otherwise), as of each date the Company issues and sells Securities and as of each date the Registration Statement or the Prospectus is amended or supplemented, as follows:

(a) each of the Company and the Guarantor represents and warrants that: (i) the Company and Guarantor meet the general eligibility requirements to use Form F-3 under the Securities Act, have filed a Registration Statement on Form F-3 (File Nos. 333- 124223 and 333-124223-01) in respect of the Securities with the Commission and the Company has caused the Trustee to prepare and file with the Commission a Form T-1; (ii) the Registration Statement has been declared effective by the Commission; (iii) no stop order suspending the effectiveness of the Registration Statement or any cease trade order in respect of any of the Securities offered thereunder is in effect and no order preventing or suspending the use of any Prospectus relating to the Securities has been issued by the Commission and no proceeding for that purpose has been initiated or, to the knowledge of the Company or the Guarantor, threatened by the Commission; (iv) each document filed, or to be filed, by it with the Commission and incorporated by reference in the Prospectus complied when so filed, or will comply on the

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date it is so filed, in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder; (v) the Registration Statement (including the documents incorporated by reference therein), filed with the Commission pursuant to the Securities Act relating to the Securities, as of its effective date, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (vi) each Prospectus, if any, filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with such Act and the applicable rules and regulations thereunder; (vii) the Registration Statement and each Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations thereunder, as applicable; and (viii) the Registration Statement and each Prospectus relating to the Securities do not and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that neither the Company nor the Guarantor makes any representations or warranties as to (1) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee or (2) any statements or omissions made in reliance on and in conformity with written information provided by the Agents through the Purchasing Agent to the Company expressly for use in the Registration Statement or Prospectus or any amendment or supplement thereto; and provided further that the Company shall be deemed not to make any representation or warranty as to that part of the Registration Statement which describes the business, operations or financial condition of the Guarantor;

(b) the Company represents and warrants that it is a corporation validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the corporate power and corporate authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified to do business as a foreign corporation and is in good standing in each other jurisdiction in which it owns or leases substantial properties, or in which the conduct of its business requires such qualification, except to the extent that the failure to be duly qualified as a foreign corporation or to be in good standing as a foreign corporation in any such jurisdiction would not result in a Material Adverse Change;

(c) the Guarantor represents and warrants that it is a corporation validly existing under the Insurance Companies Act (Canada) and has the corporate power and corporate authority to own its properties and conduct its business as described in the Prospectus;

(d) the Company represents and warrants that the Notes have been duly authorized and, when the terms thereof have been established in accordance with the Indenture and when executed, authenticated, issued and delivered in the manner provided for in the Indenture against payment therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies; the Indenture has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies; the Indenture has been duly qualified under the Trust Indenture Act; and the Indenture conforms and the Notes of any particular issuance of Notes will conform in all material respects to the descriptions thereof contained in the Prospectus as amended or supplemented that relate to such issuance of Notes;

(e) the Guarantor represents and warrants that the Subordinated Guarantee has been duly authorized by the Guarantor, and such Subordinated Guarantee conforms in all material respects to the description thereof contained in the Prospectus;

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(f) the Guarantor represents and warrants that when the Notes are issued, executed and authenticated in accordance with the Indenture, the Subordinated Guarantee will constitute a valid and legally binding obligation of the Guarantor with respect to such Notes, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general equitable principles and the discretion of courts in granting equitable remedies and to the provisions of the Currency Act (Canada) and the usury provisions of the Criminal Code (Canada);

(g) each of the Company and the Guarantor represents and warrants that, other than as set forth in the Prospectus, it and each of its respective subsidiaries have conducted their businesses and are in compliance in all material respects with all applicable United States federal and state laws and regulations, and the applicable laws and regulations of the Province of Ontario and the federal laws of Canada applicable therein, except for any noncompliance which would not result in a Material Adverse Change;

(h) each of the Company and the Guarantor represents and warrants that the execution and delivery by the Company of the Indenture, the issuance of the Notes in accordance with the Indenture, the sale of the Securities pursuant to this Agreement and the consummation of the transactions contemplated by the Indenture, this Agreement and any Terms Agreement will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it or any of its Significant Subsidiaries is a party or by which it or any of its Significant Subsidiaries is bound or to which any of its property or assets or any of its Significant Subsidiaries is subject, or (ii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties, except for such conflicts, breaches, violations or defaults under subsections (i) or (ii) immediately above that would not result in a Material Adverse Change, nor will such action result in any violation of the provisions of its articles of organization or letters patent, as the case may be, or by-laws; and except as disclosed in the Prospectus, no consent, approval, authorization of, or registration or filing with any court or governmental agency or body is required on its part for the solicitation of offers to purchase Securities in accordance with this Agreement, the issue and sale of the Securities in accordance with this Agreement or the consummation by it of the other transactions contemplated by this Agreement, any Terms Agreement or the Indenture, except (i) such as have been, or will have been prior to the Commencement Date, obtained (A) under the Securities Act and the Trust Indenture Act and (B) in connection with listing the initial series of Notes on the New York Stock Exchange and the registration of the Securities under the Exchange Act and (ii) such consents, approvals, authorizations, registrations or filings as may be required under United States state insurance laws and state securities or Blue Sky laws in connection with the solicitation by you of offers to purchase Securities from the Company and with purchases of Securities by you as principal, as the case may be, in each case in the manner contemplated hereby;

(i) each of the Company and the Guarantor represents and warrants that, other than as set forth in the Prospectus, there are no legal or governmental proceedings pending or, to its knowledge, threatened to which it or any of its subsidiaries is a party or to which any of its property or any of its subsidiaries is subject, which are of a character that are required to be disclosed in the Prospectus which have not been properly disclosed therein;

(j) the Company represents and warrants that, immediately after any sale of Securities hereunder or under any Terms Agreement, the aggregate amount of Securities which shall have been issued and sold by the Company hereunder or under any Terms Agreement and of any debt securities of the Company (other than such Securities) that shall have been issued and sold pursuant to the Registration Statement will not exceed the amount of debt securities registered under the Registration Statement;

(k) each of the Company and the Guarantor represents and warrants that it is not, and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, it will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

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(l) Ernst & Young LLP, whose reports are included or incorporated by reference in the Registration Statement and the Prospectus, are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable rules and regulations thereunder and chartered accountants to the Guarantor and its subsidiaries, and are independent with respect to the Guarantor within the meaning of the Insurance Companies Act (Canada) and the Ontario Securities Laws. Each of the Company and the Guarantor represents and warrants that its financial statements (including the related notes but excluding the supporting schedules) included or incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects its consolidated financial position, results of operations and cash flows purported to be shown thereby, at the dates and for the periods indicated and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and conform in all material respects with the Securities Act and Ontario Securities Laws, as applicable, except as otherwise noted therein; and its supporting schedules included or incorporated by reference in the Registration Statement when considered in relation to such financial statements taken as a whole, present fairly in all material respects the information required to be stated therein;

(m) each of the Company and the Guarantor represents and warrants that it and its Significant Subsidiaries have all necessary consents, licenses, authorizations, approvals, exemptions, orders, certificates and permits (collectively, the “ Consents ”) of and from, and has made all filings and declarations (collectively, the “ Filings ”) with, all insurance regulatory authorities, all United States federal, Canadian, United States state, Canadian provincial, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, necessary to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Prospectus, except where the failure to have such Consents or to make such Filings would not, individually or in the aggregate, result in a Material Adverse Change; all such Consents and Filings are in full force and effect, it and its Significant Subsidiaries are in compliance with such Consents and neither it nor any of its Significant Subsidiaries has received any noti