S&P: Var Actns on Manulife, Hancock; TCON Tues at 10 AM.

Business Editors

TORONTO--(BUSINESS WIRE)--Sept. 29, 2003

Standard & Poor's Ratings Services today said it affirmed its 'AA+' long-term counterparty credit and financial strength ratings on Toronto, Ont.-based Manulife Financial Corp.'s (NYSE:MFC) insurance operating companies.

At the same time, Standard & Poor's affirmed its 'AA' long-term counterparty credit and financial strength ratings on the U.S.-based operating insurance companies of Boston, Mass.-based John Hancock Financial Services Inc. (NYSE:JHF), and the 'AA-' ratings on its Halifax, N.S.-based subsidiary, Maritime Life Assurance Co. The outlooks on John Hancock's operating subsidiaries have been revised to positive from stable. The ratings actions follow an announcement late Sunday by Manulife that it intends to purchase John Hancock for approximately US$11 billion in an all common stock transaction. Up to C$3.0 billion in Manulife common shares may be repurchased by Manulife using liquid assets currently maintained on its balance sheet. No additional debt, preferred shares, or hybrid securities will be issued to finance this transaction.

In addition, Standard & Poor's affirmed its 'A+' long-term counterparty credit rating on Manulife Financial Corp. and revised the outlook to positive from stable. The 'A' long-term counterparty credit and senior debt ratings on John Hancock Financial Services Inc. have been placed on CreditWatch with positive implications.

Standard & Poor's will hold a teleconference call on Tuesday, Sept. 30, 2003, at 10:00 a.m. ET to discuss the merger activity in the life insurance industry and the potential impact on ratings within the sector. The live dial-in numbers are 1-484-630-6046 for North American callers and 44-20-7943-5370 for European callers. The call confirmation number is 7352188, and the passcode is SANDP.

"Manulife's intended purchase of John Hancock will result in the creation of an insurance organization that ranks among the top five in North America as measured by assets, among the top 10 globally, and it will have significant product and geographic diversification," said Standard & Poor's credit analyst Donald Chu. Each organization held approximately US$100 billion in total assets as of June 30, 2003. It is expected that John Hancock would become a direct subsidiary of Manulife Financial Corp.

Standard & Poor's sees several benefits from this transaction. The Manulife organization, with its already meaningful international reach and extremely strong capital position, will solidify its U.S. franchise with the highly recognized John Hancock brand name. Manulife will not only gain scale and expense savings through the acquisition of Hancock's U.S. life insurance business (in-force of approximately US$148 billion), but also new product and distribution capabilities. New product depth provided by John Hancock will include its meaningful presence in U.S. fixed-rate annuities, U.S. long-term care, and global institutional spread-based products. In addition, the acquisition increases Manulife's scale in a quickly consolidating Canadian insurance marketplace with the addition of John Hancock's Canadian subsidiary, Maritime Life Assurance Co. (total assets US$11 billion), which is the fifth-largest life insurance company in Canada. The John Hancock organization is expected to benefit from Manulife's capital strength and associated financial flexibility, more meaningful global operations, and strong management and business lines resources.

Subject to the acquisition proceeding as planned after necessary regulatory, government, and shareholders approvals, Standard & Poor's anticipates maintaining its 'AA' and 'AA-' long-term counterparty and financial strength ratings with positive outlooks on John Hancock's U.S. and Canadian operating insurance companies, respectively, as well as the 'A+' long-term counterparty credit rating with a positive outlook on Manulife Financial Corp.

Complete ratings information is available to subscribers of RatingsDirect, Standard & Poor's Web-based credit analysis system, at www.ratingsdirect.com. All ratings affected by this rating action can be found on Standard & Poor's public Web site at www.standardandpoors.com; under Credit Ratings in the left navigation bar, select Credit Ratings Actions.