Exhibit 4.1

Canada

Letters Patent of Incorporation
Insurance Companies Act
The Secretary of State (International Financial Institutions), on behalf of the Minister of Finance and pursuant to section 22 of the Insurance Companies Act:
	incorporates a company under the name Manulife Financial Corporation;
	declares that the head office of the company shall be in the City of Toronto, in the Province of Ontario;
	declares that the company is to come into existence on the day on which these letters patent are dated.
Dated  April 26, 1999

Secretary of State

(International Financial Institutions)

(French language translation omitted)

Office of the Superintendent of Financial Institutions

Order to Commence and
Carry on Business

Insurance Companies Act

This Order is made approving the
commencement and carrying on of business
by Manulife Financial Corporation.

The company is authorized to insure risks
falling within the following class of
insurance:

          life insurance

This order is effective on
  September 23, 1999

/s/  John R. Thompson
John R. Thompson
Deputy Superintendent/ 
Regulation/ 

(French language translation omitted)