Tier 2

Redemption for Regulatory Event

If a Regulatory Event (as defined below) has occurred and is continuing, the Notes will be subject to redemption in whole, but not in part, at the option of MFC, with the prior approval of the Superintendent, at any time, on not less than 10 nor more than 60 days’ prior written notice, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon to, but excluding, the date fixed for redemption.

A “Regulatory Event” is deemed to have occurred on the date specified in a letter from the Superintendent to MFC on which the Notes will no longer be recognised in full as eligible Tier 2 Capital of MFC or included as risk-based Total Available Capital on a consolidated basis, such date falling on a day on or after the issue date, excluding, for the avoidance of doubt, non-recognition or non-inclusion solely by virtue of MFC already having issued securities with an aggregate principal amount up to or in excess of the limit of Tier 2 Capital permitted from time to time by the Office of the Superintendent of Financial Institutions Canada (“OSFI”) or solely as a result of any discounting requirements as to the eligibility of the Notes for such inclusion pursuant to the relevant requirements issued by OSFI.