Mayfair Gold Corp. — Capital/Financing Update 2021

Feb 9, 2021

AGENCY AGREEMENT

February 9, 2021

The Empire Life Insurance Company 259 King Street East Kingston, ON K7L 3A8

Attention: Edward Gibson Senior Vice-President, Chief Financial Officer and Chief Actuary

Dear Ladies and Gentlemen:

The undersigned, Scotia Capital Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc. (collectively, the “ Lead Agents ”), BMO Nesbitt Burns Inc., National Bank Financial Inc. and TD Securities Inc. (collectively, with the Lead Agents, the “ Agents ”), understand that The Empire Life Insurance Company (“ Empire ”) proposes to create, issue and offer (the “ Offering ”), by way of a public offering to be conducted in each of the provinces and territories of Canada (the “ Qualifying Jurisdictions ”) pursuant to the Final Prospectus (as defined below) and on the terms and conditions set out herein, up to an aggregate principal amount of $200 million 3.625% Limited Recourse Capital Notes, Series 1 (Subordinated Indebtedness) (the “ Notes ”), at a price per security specified on the cover page of the Final Prospectus and having the attributes set forth in the Final Term Sheet (as defined below) attached hereto as Appendix A, which has been prepared by Empire with the assistance of the Lead Agents for use by the Agents in connection with the Offering.

The Agents also understand that Empire intends to create, authorize and issue to Computershare Trust Company of Canada, as trustee (the “ Limited Recourse Trustee ”) of Empire Life LRCN Limited Recourse Trust (the “ Limited Recourse Trust ”), a number of Non-Cumulative 5-Year Fixed Rate Reset Preferred Shares, Series 5 of Empire (the “ Series 5 Shares ”).

The Agents understand that Empire has prepared and filed a preliminary short form prospectus (together with all documents incorporated or deemed to be incorporated therein by reference is referred to herein as the “ Preliminary Prospectus ”) in both the English and French languages, dated February 2, 2021, with the Ontario Securities Commission (the “ Reviewing Authority ”), as principal regulator, and with the other Canadian Securities Regulators (as defined below), in accordance with NI 44-101 (as defined below) (in the English and French languages) and the Passport System (as defined below) and obtained a receipt or deemed receipt in each of the Qualifying Jurisdictions.

The Agents also understand that Empire will prepare and file, without delay, a final short form prospectus (together with all documents incorporated or deemed to be incorporated therein by reference is referred to herein as the “ Final Prospectus ”) in both the English and French languages, to be dated no later than February 9, 2021 and all necessary related documents in order to qualify the distribution of the (i) Notes in the Qualifying Jurisdictions; and (ii) Series 5 Shares to the Limited Recourse Trustee.

1. Definitions . Where used in this Agreement or in any amendment hereto, the following terms shall have the following meanings, respectively:

“ affiliate ”, “ distribution ”, “ material change ”, “ material fact ”, “ misrepresentation ” and “ subsidiary ” have the respective meanings given to such terms in the Securities Act (Ontario), as amended;

“ Agent Parties ” has the meaning ascribed to such term in Subsection 5(i);

“ Agents ” has the meaning ascribed to such term above;

“ Agents’ Fee ” has the meaning ascribed to such term in Section 3;

“ Agents’ Indemnified Parties ” has the meaning ascribed to such term in Subsection 14(e);

“ Agreement ” means this agency agreement;

“ Auditor ” means the accounting and auditing firm of PricewaterhouseCoopers LLP (Canada) or its successors, in its capacity as auditor of Empire;

“ Business Day ” means any day that is not a Saturday, a Sunday or a statutory or civic holiday or a day on which banking institutions are not generally authorized or obligated to open for business in Toronto, Ontario;

“ Canadian Securities Laws ” means, collectively, all applicable securities laws of each of the Qualifying Jurisdictions and the respective regulations, rules, rulings, decisions and orders made thereunder, together with the applicable policy statements and prescribed forms issued by the Canadian Securities Regulators;

“ Canadian Securities Regulators ” means the applicable securities commissions or similar regulatory authorities in each of the Qualifying Jurisdictions, and “ Canadian Securities Regulator ” means any one of them;

“ CDS ” has the meaning ascribed to such term in Subsection 12(b);

“ Claims ” has the meaning ascribed to such term in Subsection 14(c);

“ Closing ” has the meaning ascribed to such term in Section 3;

“ Closing Date ” means February 17, 2021 or any other date as may be agreed to by Empire and the Lead Agents, on behalf of the Agents, acting reasonably, but in any event no later than February 24, 2021;

“ Common Shares ” means the common shares in the capital of Empire;

“ DBRS ” means DBRS Limited;

“ ELII ” means Empire Life Investments Inc.;

“ Empire ” has the meaning ascribed to such term above;

“ Empire’s Counsel ” has the meaning ascribed to such term in Subsection 12(e);

“ February 2021 Marketing Materials ” means the following written documents (in each of the English and French languages) that constitute the template versions of marketing materials that are required to be filed with the Canadian Securities Regulators in the Qualifying Jurisdictions in accordance with NI 44-101: (i) the investor presentation dated February 2, 2021 entitled “Limited Recourse Capital Notes Offering”; (ii) the document dated February 2, 2021 entitled “●% Limited Recourse Capital Notes, Series 1 (Subordinated Indebtedness) Indicative Term Sheet”; (iii) the document dated February 9, 2021 entitled “●% Limited Recourse Capital Notes, Series 1 (Subordinated Indebtedness) Indicative Term Sheet”; and (iv) the Final Term Sheet;

“ Final Term Sheet ” means the document to be dated the date of the Final Prospectus entitled “3.625% Limited Recourse Capital Notes, Series 1 (Subordinated Indebtedness) Final Term Sheet”;

“ Final Prospectus ” has the meaning ascribed to such term above;

“ Financial Information ” means, collectively:

• (i) the information under the headings “Non-IFRS Measures”, “Share Capital and Changes in Empire Life’s Consolidated Capitalization” and “Earnings Coverage” in the Preliminary Prospectus and the Final Prospectus;

• (ii) Empire’s management’s discussion and analysis for the year ended December 31, 2019, which is incorporated by reference in the Preliminary Prospectus and the Final Prospectus;

• (iii) Empire’s audited annual consolidated financial statements, including the notes thereto and the Auditors’ report thereon, as at and for the year ended December 31, 2019, and any other financial information derived therefrom, which are incorporated by reference in the Preliminary Prospectus and the Final Prospectus;

• (iv) Empire’s management’s discussion and analysis for the three and nine months ended September 30, 2020, which is incorporated by reference in the Preliminary Prospectus and the Final Prospectus; and

• (v) Empire’s condensed interim consolidated unaudited financial statements for the three and nine months ended September 30, 2020, including the notes thereto, which are incorporated by reference in the Preliminary Prospectus and the Final Prospectus;

“ Financial Statements ” has the meaning ascribed to such term in Subsection 10(n);

“ Governmental Authority ” means any (i) multinational, federal, national, provincial, state, regional, municipal, local or other government, governmental or public department, central bank,

court, tribunal, arbitral body, commission, board, bureau, ministry or agency, domestic or foreign, (ii) any subdivision, agent, commission, board, or authority of any of the foregoing or (iii) any quasi-governmental or private body exercising any regulatory, self-regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

“ ICA ” means the Insurance Companies Act (Canada);

“ IFRS ” means generally accepted accounting principles in effect from time to time in Canada including the accounting recommendations published in the Handbook of the Canadian Institute of Chartered Accountants, or any successor institute, which is International Financial Reporting Standards as applicable to Empire;

“ Indemnified Party ” has the meaning ascribed to such term in Subsection 14(c);

“ Indemnifying Party ” has the meaning ascribed to such term in Subsection 14(c);

“ Information ” has the meaning ascribed to such term in Subsection 5(i);

“ Lead Agents ” has the meaning ascribed to such term above;

“ Limited Recourse Trust ” has the meaning ascribed to such term above;

“ Limited Recourse Trust Declaration ” means the declaration of trust governing the Limited Recourse Trust to be entered into on or before the Closing Date, as may be amended or restated from time to time;

“ Limited Recourse Trustee ” has the meaning ascribed to such term above;

“ marketing materials ” has the meaning ascribed to such term in NI 44-101;

“ Material Adverse Effect ” means a material adverse effect on the business, assets, liabilities (absolute, accrued, contingent or otherwise), capital, operations, prospects or condition (financial or otherwise) of Empire and ELII on a consolidated basis or the completion of the transactions contemplated by this Agreement and includes, without limitation, any material change that is adverse to Empire and ELII on a consolidated basis;

“ Money Laundering Laws ” has the meaning ascribed to such term in Subsection 10(l);

“ NI 13-101 ” means National Instrument 13-101 – System for Electronic Document Analysis and Retrieval (SEDAR );

“ NI 33-105 ” means National Instrument 33-105 – Underwriting Conflicts ;

“ NI 41-101 ” means National Instrument 41-101 – General Prospectus Requirements ;

• “ NI 44-101 ” means National Instrument 44-101 – Short Form Prospectus Distributions

“ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions ;

“ NI 51-102 ” means National Instrument 51-102 – Continuous Disclosure Obligations

“ NI 52-109 ” means National Instrument 52-109 – Certification of Disclosure In Issuers’ Annual and Interim Filings ;

“ Notes ” has the meaning ascribed to such term above;

“ Offering ” has the meaning ascribed to such term above;

“ Offering Documents ” means, collectively, the Preliminary Prospectus, the Final Prospectus, the Prospectus Amendment, if any, and any documents incorporated by reference therein;

“ OSFI ” means the Office of the Superintendent of Financial Institutions (Canada);

“ Passport System ” has the meaning ascribed to such term in Subsection 4(b);

“ Preliminary Prospectus ” has the meaning ascribed to such term above;

“ Prospectus Amendment ” means any amendment or supplement to the Preliminary Prospectus or the Final Prospectus that may be filed by or on behalf of Empire under Canadian Securities Laws relating to the distribution of the Notes and the Series 5 Shares;

“ Purchasers ” has the meaning ascribed to such term in Section 2;

“ Qualifying Jurisdictions ” has the meaning ascribed to such term above;

“ Returns ” has the meaning ascribed to such term in Subsection 10(t);

“ Reviewing Authority ” has the meaning ascribed to such term above;

“ Sanctioned Countries ” and “ Sanctioned Country ” have the meanings ascribed to such terms in Subsection 10(m);

“ Sanctioned Persons ” and “ Sanctioned Person ” have the meanings ascribed to such terms in Subsection 10(m);

“ Sanctions ” has the meaning ascribed to such term in Subsection 10(m);

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval established by NI 13-101;

“ Series 5 Shares ” has the meaning ascribed to such term above;

“ standard term sheet ” has the meaning ascribed to such term in NI 44-101;

“ template version ” has the meaning ascribed to such term in NI 44-101;

“ Time of Closing ” means 8:00 a.m. (Toronto time) on the Closing Date or such other time and date as the Lead Agents and Empire may agree upon in writing;

“ Transaction Documents ” has the meaning ascribed to such term in Subsection 10(a);

“ Trustee ” has the meaning ascribed to such term in Subsection 9(e);

• “ Trust Indenture ” has the meaning ascribed to such term in Subsection 9(e); and

• “ TSX ” means the Toronto Stock Exchange.

• Appointment . Empire hereby appoints the Agents to act as its sole and exclusive agents to effect the solicitation and sale of the Notes in all of the Qualifying Jurisdictions, and in such other jurisdictions as may be agreed upon in writing between Empire and the Lead Agents, and the Agents hereby agree to act as exclusive agents for such purpose and to use their reasonable best efforts to solicit purchasers (the “ Purchasers ”) of the Notes on behalf of Empire, subject to the terms and conditions contained herein. The Lead Agents shall act as the lead managers and joint book-runners in connection with the Offering. Empire agrees and acknowledges that the Agents will act as agents only and will not at any time be obligated to purchase any Notes.

• Agents’ Fee . In consideration of the services rendered or to be rendered by the Agents to Empire in connection with the Offering, Empire shall, on the closing of the Offering (the “ Closing ”), pay to the Lead Agents, on behalf of the Agents, a fee equal to $10.00 per $1,000.00 principal amount of Notes sold under the Offering (the “ Agents’ Fee ”). The allocation of the Offering and the Agents’ Fee among the Agents shall be as follows: Scotia Capital Inc.: 27%; CIBC World Markets Inc.: 27%; RBC Dominion Securities Inc.: 27%; BMO Nesbitt Burns Inc.: 9%; National Bank Financial Inc.: 5%; and TD Securities Inc.: 5%, provided that the Lead Agents shall be entitled to a step-up fee of 8% of the aggregate amount of the Agents’ Fee, which fee shall be paid from, and not in addition to, the Agents’ Fee, and shall be divided equally between the Lead Agents.

Certain Obligations of Empire .

• (a) Empire will fulfil to the satisfaction of the Agents’ counsel all legal requirements to be fulfilled by Empire to enable the Notes to be offered for sale and sold to the public in each of the Qualifying Jurisdictions by or through the Agents who comply with the applicable securities laws of the Qualifying Jurisdictions.

• (b) Empire will (i) prepare and file the Final Prospectus, promptly after the execution of this Agreement and not later than February 9, 2021 with the Reviewing Authority, as principal regulator, and with the other Canadian Securities Regulators, in accordance with NI 44-101 (in the English and French languages) and Multilateral Instrument 11-102 – Passport System and National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions (collectively, the “ Passport System ”) and obtain a receipt or deemed receipt in each of the Qualifying Jurisdictions, and (ii) advise the Agents promptly when such filings have been made and such receipts have been obtained. The Final Prospectus will be in such form as Empire and the Agents may mutually agree upon, acting reasonably, and may be filed only upon the deliveries referred to in Subsection 7(d) being completed.

• (c) Empire will file the template version of the Final Term Sheet and any other marketing materials that have been approved by Empire and the Lead Agents, on behalf of the Agents, at the time and in the manner required under Canadian Securities Laws.

• (d) Until the distribution of the Notes will have been completed, Empire will promptly take or cause to be taken all additional steps and proceedings that from time to time may be required under Canadian Securities Laws to continue to qualify the (i) Notes for distribution in the Qualifying Jurisdictions; and (ii) Series 5 Shares for distribution to the Limited Recourse Trustee or in the event that the Notes or the Series 5 Shares have, for any reason, ceased to so qualify, to again so qualify the Notes or the Series 5 Shares.

• (e) Prior to the filing of the Final Prospectus, Empire will allow the Agents and their counsel to participate fully in the preparation of the Offering Documents (excluding any documents incorporated by reference therein) and such other documents as may be required under Canadian Securities Laws to qualify the distribution of the Notes in the Qualifying Jurisdictions and allow the Agents to conduct all due diligence which the Agents may reasonably require (including with respect to any documents incorporated by reference therein) in order to fulfill their obligations as Agents and to enable the Agents to execute the certificate required to be executed by the Agents in the Offering Documents.

• Distribution of the Notes and Certain Obligations of the Agents .

• (a) Each Agent by signing this Agreement represents and warrants, severally and not jointly or jointly and severally, to Empire that it is duly qualified in the Qualifying Jurisdictions to act as an agent of Empire in the sale of the Notes.

• (b) The Agents will solicit offers to purchase the Notes in the Qualifying Jurisdictions only from “accredited investors” (as such term is defined in NI 45-106 or section 73.3 of the Securities Act (Ontario), as applicable) who are not individuals, as permitted by Canadian Securities Laws and upon the terms and conditions set forth in the Final Prospectus and in this Agreement.

• (c) The Notes will be offered for sale at an offering price equal to the price per security specified on the cover page of the Final Prospectus in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.

• (d) Each Agent by signing this Agreement represents and warrants, severally and not jointly or jointly and severally, to Empire that it is not a person in respect of which Empire is a “connected issuer” or a “related issuer” within the respective meanings of those terms in NI 33-105.

• (e) Each Agent by signing this Agreement represents and warrants, severally and not jointly or jointly and severally, to Empire that it shall comply with all applicable Canadian Securities Laws in distributing the Notes and in acting as an agent for Empire in connection with the Offering. In particular, each Agent has not offered

or sold, and will not offer or sell, any Notes in the Qualifying Jurisdictions in contravention of the Canadian Securities Laws or in any other jurisdiction in contravention of the securities laws and regulations of such other jurisdiction.

• (f) The Agents will not solicit offers to purchase or sell the Notes so as to require registration thereof or filing of a prospectus with respect thereto under the laws of any jurisdiction (other than the Qualifying Jurisdictions). In particular, the Agents acknowledge and agree that the Notes and the Series 5 Shares will not be registered under the United States Securities Act of 1933 , as amended, and the Agents shall not offer the Notes for sale within the United States of America.

• (g) Each of the Agents hereby severally, and not jointly or jointly and severally, represents, warrants and covenants to Empire and the other Agents that: (a) other than the Offering Documents and the February 2021 Marketing Materials (modified as permitted by subsections 13.8(2) and 13.8(3) of the NI 41-101), it has not provided, and will not without the prior written approval of Empire and the Lead Agents, on behalf of the Agents, provide, any information in respect of the Notes or the Series 5 Shares to any potential investors including: (i) marketing materials in respect of the Notes or the Series 5 Shares; and (ii) a standard term sheet in respect of the Notes or the Series 5 Shares; (b) it will provide a copy of all Offering Documents that have been filed to each potential purchaser of the Notes who receives any marketing materials (including the February 2021 Marketing Materials); and (c) in the case of the electronic delivery of the Offering Documents, it will comply with the provisions of National Policy 11-201 – Electronic Delivery of Documents of the Canadian Securities Administrators . For greater certainty, it is acknowledged that the February 2021 Marketing Materials were approved by Empire and the Lead Agents, on behalf of the Agents, on or prior to the date of this Agreement.

• (h) The Agents will use commercially reasonable efforts to complete the distribution of the Notes as promptly as possible and the Lead Agents will promptly notify Empire in writing of the completion of the distribution of the Notes. After the Time of Closing, the Agents will provide Empire with such information as it may require with respect to the proceeds realized in each of the Qualifying Jurisdictions from the distribution of the Notes for the purpose of payment of filing fees.

• (i) Any information that is not publicly available or within the public domain (but only for so long as such information is not publicly available or within the public domain (other than as a result of a disclosure by the Agents in breach of the confidentiality obligations set out in this Subsection 5(i)) concerning the business and affairs of Empire, ELII and their affiliates that is provided by Empire, ELII or their affiliates to the Agents (or their advisors) for purposes of the Agents’ due diligence investigations (the “ Information ”), shall be treated and held in confidence by the Agents and each of the Agents’ respective affiliates, agents, officers, directors, employees and advisors (collectively, the “ Agent Parties ”), and shall not be disclosed or used other than in connection with or in relation to the services to be performed by the Agents as contemplated in this Agreement, without Empire’s

prior written consent (which consent shall not be unreasonably withheld or delayed), except (i) as required by law, rule or regulation or by any court or governmental authority, or in order to make a full defense against any claim against any of the Agents and in the course of any judicial, administrative or other legal or regulatory proceeding, or pursuant to a subpoena, civil investigative demand or other similar process, or pursuant to the rules and policies of any applicable securities commission, stock exchange, other regulatory authority under Canadian Securities Laws, or any self-regulatory authority or organization, or (ii) in response to any investigation, inquiry or allegation by, or any communication with, any court, governmental authority, administrative body, securities commission, stock exchange, regulatory or self-regulatory authority or organization or other similar entity, and in the case of either (i) or (ii), only after, to the extent not prohibited by law, prior consultation with Empire by the Agent or the Agent Party required to disclose the Information. Notwithstanding the foregoing, nothing in this Subsection 5(i) shall (i) restrict, prohibit, diminish or otherwise adversely affect the ability of the Agents to perform their due diligence investigations, satisfy their due diligence obligations or establish a due diligence defence, including the dissemination of Information among and between the Agents and the Agent Parties, or (ii) restrict or diminish the obligations of Empire to comply with applicable laws, including their obligation to ensure that the Offering Documents contain full, true and plain disclosure of all material facts relating to the Notes, the Series 5 Shares and Empire. Each Agent shall ensure compliance with the confidentiality obligations set out in this Subsection 5(i) by its Agent Parties.

• (j) An Agent will not be liable to Empire under this Section 5 with respect to a default by another Agent.

• (k) The obligations of the Agents to execute any certificate or deliver any documents pertaining to the filing of the Final Prospectus or any Prospectus Amendment will be conditional upon compliance by Empire, to the date of such execution or delivery, with each of its covenants contained in Section 9 and Subsections 4(e), 7(d) and 8(b).

• Regulatory Approvals, Etc . Empire will promptly make all necessary filings, pay all required filing fees and use its best efforts, in cooperation with the Agents, to obtain all necessary regulatory consents and approvals required in connection with the Offering and take such further action as the Agents may reasonably request to qualify the distribution (i) of the Notes in the Qualifying Jurisdictions; and (ii) of the Series 5 Shares to the Limited Recourse Trustee under Canadian Securities Laws and to comply with all such laws so as to permit the continuance of sales and dealings therein in the Qualifying Jurisdictions for as long as may be necessary to complete the distribution of the Notes and the Series 5 Shares.

Delivery of the Final Prospectus and Related Matters .

• (a) Empire will deliver, without charge, to the Agents copies of the Final Prospectus in the English and French languages, signed and certified as required by Canadian

Securities Laws, together with all documents or information incorporated or deemed to be incorporated by reference in the Final Prospectus and not previously delivered to the Agents; provided that if such document or information incorporated or deemed to be incorporated by reference in the Final Prospectus is available to the public on SEDAR, such document or information will be deemed to have been delivered in satisfaction of this requirement.

• (b) Empire will prepare and deliver promptly to the Agents copies of all Prospectus Amendments in the English and French languages, as applicable, signed and certified as required under Canadian Securities Laws, together with all documents or information incorporated or deemed to be incorporated by reference in the Final Prospectus and not previously delivered to the Agents (provided that if such document or information incorporated or deemed to be incorporated by reference in the Final Prospectus is available to the public on SEDAR, such document or information will be deemed to have been delivered in satisfaction of this requirement), and accompanied by documents corresponding to those referred to in Subsection 7(d).

• (c) Each delivery of the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment by Empire to the Agents did or will, as applicable, constitute the consent of Empire to the use of such document, as applicable, in connection with the Offering of the Notes and the filing of the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment by Empire did or will, as applicable, constitute the representation and warranty of Empire to the Agents that, at the respective times of such delivery:

• (i) all information and statements (except information and statements relating solely to the Agents and provided by the Agents in writing expressly for inclusion therein) contained therein:

  • (A) are true and correct in all material respects and contain no misrepresentation; and

  • (B) constitute full, true and plain disclosure of all material facts relating to the Notes, the Series 5 Shares and to Empire and ELII considered as a whole;

• (ii) such document does not contain an 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 in light of the circumstances in which they were made (except statements or facts relating solely to the Agents); and

• (iii) such document complies in all material respects with Canadian Securities Laws at the time filed and at the time when it is first sent or delivered to a purchaser or potential purchaser.

• (d) Prior to or concurrently with the filing of the Final Prospectus or any Prospectus Amendment, unless otherwise indicated, Empire shall have delivered to the Agents:

• (i) a legal opinion from McCarthy Tétrault LLP dated the date of each of the Preliminary Prospectus or the Final Prospectus, as the case may be, in form and substance satisfactory to the Agents, addressed to the Agents, Agents’ counsel, Empire and the board of directors of Empire to the effect that, except for the Financial Information contained in the English language version of the Preliminary Prospectus or the Final Prospectus, as the case may be (as to which no opinion need be expressed by McCarthy Tétrault LLP), the French language version of the Preliminary Prospectus or the Final Prospectus, as the case may be, is in all material respects a complete and proper translation of the English language version thereof;

• (ii) an opinion from the Auditor dated the date of each of the Preliminary Prospectus or the Final Prospectus, as the case may be, in form and substance satisfactory to the Agents, addressed to the Agents, Agents’ counsel, Empire, the board of directors of Empire and McCarthy Tétrault LLP, to the effect that the French language version of the Financial Information contained in the French language version of the Preliminary Prospectus or the Final Prospectus, as the case may be, includes the same information and in all material respects carries the same meaning as the English language version of the Financial Information contained in the English language version thereof;

• (iii) letters from DBRS with the preliminary rating on the Notes of at least “BBB (High)” with a “Stable” trend and the preliminary rating on the Series 5 Shares of at least “Pfd-2” with a “Stable” trend, or in each case any such other rating as may be satisfactory to the Agents in their sole discretion; and

• (iv) in the case of the Final Prospectus only, a “long-form” comfort letter from the Auditor of Empire dated the date of the Final Prospectus, in form and substance satisfactory to the Agents, addressed to the Agents and the board of directors of Empire relating to the verification of the Financial Information, statistical and accounting data contained in or incorporated or deemed to be incorporated by reference in the Final Prospectus and matters involving changes or developments since the respective dates as of which specified Financial Information is given in the Final Prospectus (including Financial Information incorporated or deemed to be incorporated therein), to a date not more than two Business Days prior to the date of such letter, which letter shall be in addition to the auditors’ reports, consents and opinions contained in the Final Prospectus and any auditors’ consent addressed to the Canadian Securities Regulators.

8. Material Change .

• (a) During the period of distribution of the Notes, Empire will promptly notify the Agents in writing of the full particulars of:

• (i) any material change, or any development involving a prospective material change, in the business, assets, liabilities (absolute, accrued, contingent or otherwise), capital, operations, management or condition (financial or otherwise) of Empire and ELII considered as a whole, whether or not arising in the ordinary course of business, from that set forth in the Preliminary Prospectus or Final Prospectus, as amended or supplemented by any Prospectus Amendment prior to that time;

• (ii) any material fact which has arisen or has been discovered and would have been required under Canadian Securities Laws to have been stated in the Preliminary Prospectus or Final Prospectus, as applicable, had the fact arisen or been discovered on, or prior to, the date of the Preliminary Prospectus or Final Prospectus, as applicable; and

• (iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include disclosure of any previously undisclosed material fact) contained in the Preliminary Prospectus or the Final Prospectus or the occurrence or existence of any event, as a result of which it is necessary to amend or supplement the Preliminary Prospectus or Final Prospectus, as applicable, (A) in order that the Preliminary Prospectus or Final Prospectus, as applicable, will not include any untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or (B) in order to comply with Canadian Securities Laws.

• (b) During the period of distribution of the Notes, Empire will promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Agents, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or change referred to in Paragraphs 8(a)(i), 8(a)(ii) or 8(a)(iii); provided that Empire will not file any Prospectus Amendment or other document without first providing a copy to and obtaining the approval of the Agents, which approval will not be unreasonably withheld, and will otherwise comply with all legal requirements necessary to continue to qualify the distribution of the (i) Notes in the Qualifying Jurisdictions; and (ii) Series 5 Shares to the Limited Recourse Trustee, it being understood that any such approval will not constitute a waiver of the conditions set forth in Section 12. Prior to the filing of such a Prospectus Amendment or other document, Empire will provide to the Agents and their counsel reasonable access during normal business hours, to the officers, employees, facilities, books and records of Empire and ELII in order to conduct all due diligence, which the Agents may reasonably require to conduct in order to avail themselves of a defence to any claim for misrepresentation in the Offering Documents, fulfill their obligations as Agents and enable the Agents to

execute any certificates required to be executed by the Agents in the Prospectus Amendment.

• (c) Notwithstanding the provisions of Subsections 8(a) and 8(b), Empire will in good faith discuss with the Agents any change, event, fact or circumstance contemplated in Subsection 8(a), which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Agents under such Subsection.

• (d) Subject to Subsection 8(b), if at any time during the period of distribution of the Notes, any event referred to in Paragraphs 8(a)(i), 8(a)(ii) or 8(a)(iii) will have occurred as a result of which it is necessary in the opinion of counsel to the Agents or Empire, acting reasonably, to file any Prospectus Amendment, Empire will prepare and file promptly with the Canadian Securities Regulators and deliver to the Agents any Prospectus Amendment which, in the opinion of counsel to the Agents or Empire, acting reasonably, may be necessary or advisable in order to ensure that the Preliminary Prospectus, the Final Prospectus or any Prospectus Amendment does not contain any misrepresentation or untrue statement of a material fact or omission of a material fact for the purposes of Canadian Securities Laws.

• (e) During the period of distribution of the Notes, Empire will advise the Agents promptly after receiving notice or obtaining knowledge thereof, of:

• (i) the time when any Prospectus Amendment has been filed;

• (ii) any request of any Canadian Securities Regulator for any Prospectus Amendment or for any additional information;

• (iii) the issuance by any Canadian Securities Regulator, the TSX or other regulatory authority of any cease trading order relating to any securities of Empire or ELII, or the institution or threat of institution of any proceedings for that purpose; or

• (iv) the receipt by Empire of any communication from any Canadian Securities Regulator or other regulatory authority relating to the Offering Documents or the Offering.

Empire will use its best efforts to prevent the issuance of any such cease trading or stop order and, if issued, to obtain the withdrawal thereof as soon as possible.

1. Covenants of Empire . Empire hereby covenants to the Agents as follows, and acknowledges that the Agents are relying upon such covenants in entering into this Agreement:

2. (a) Empire will use its best efforts to fulfil, at or prior to the Closing Date, each of the conditions set out in this Agreement;

3. (b) The net proceeds to Empire from the issuance and sale of the Notes by Empire to the Purchasers will be applied (subject to receipt by Empire of the prior written approval of the Superintendent, as applicable) in the manner specified under “Use of Proceeds” in the Final Prospectus;

4. (c) during the period of distribution of the Notes, Empire will promptly notify the Agents of any notice received by Empire that the rating assigned to either the Notes or the Series 5 Shares by DBRS is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes or the Series 5 Shares;

5. (d) Empire will participate in such marketing efforts as the Agents determine are reasonably necessary;

6. (e) at the Closing, Empire will deliver to the Agents a copy of the trust indenture to be dated the Closing Date between Empire and Computershare Trust Company of Canada (the “ Trustee ”) with respect to the Notes, duly signed by authorized officers of Empire and the Trustee (the “ Trust Indenture ”); and

7. (f) concurrently with the preparation thereof, Empire will deliver to the Agents copies of any other documents required to be signed and filed by Empire under the laws of any Qualifying Jurisdiction in connection with the Offering all of which Empire shall complete in form and substance satisfactory to the Agents and in compliance with applicable laws.

8. Representations and Warranties of Empire . Empire represents and warrants to the Agents as follows, and acknowledges that the Agents and Purchasers are relying upon such representations and warranties in entering into this Agreement:

Existence, Capacity and Authority

• (a) Empire is a company amalgamated and validly existing under the ICA. Empire has full corporate power and authority to own its assets, to conduct its business in each jurisdiction as currently conducted and as proposed to be conducted in the Final Prospectus, to create, issue, offer and sell the Notes and the Series 5 Shares and to execute, deliver and perform its obligations under this Agreement, the Trust Indenture, and the Notes (collectively, the “ Transaction Documents ”);

• (b) ELII is a company incorporated and validly existing under the laws of Canada, and has full corporate power and authority to own its respective assets and to conduct its business in each jurisdiction as currently conducted and as proposed to be conducted in the Final Prospectus;

• (c) other than ELII, Empire does not have any subsidiaries that are material to its business and no subsidiary other than ELII is required to be disclosed in the Preliminary Prospectus and the Final Prospectus;

• (d) Empire and ELII:

• (i) are in compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on, including, without limitation, the requirements of OSFI and any other applicable regulatory authority including all capital, liquidity and reserve requirements and all reporting requirements other than to the extent that any non-compliance with such laws could not reasonably be expected to have a Material Adverse Effect;

• (ii) have all authorizations, approvals, consents, exemptions, licences, permits, certificates, franchises, concessions or no-action letters from any Governmental Authority, and have made all filings with all Governmental Authorities, that are required in order to conduct their respective businesses in compliance with all applicable laws and all such authorizations, approvals, consents, exemptions, licences, permits, certificates, franchises, concessions, no-action letters and filings are in good standing and in effect, except where the failure to obtain such items, make such filings or maintain such items in good standing or in effect would not have a Material Adverse Effect, and none of the same contains any term, provision, condition or limitation which will have a Material Adverse Effect; and

• (iii) have received no notices, correspondence or documents relating to any inquiries or other proceedings relating to their respective businesses, assets, liabilities (absolute, accrued, contingent or otherwise), capital, operations or condition (financial or otherwise) with the exception of those that could not reasonably be expected to have a Material Adverse Effect and Empire knows of no facts which could reasonably be expected to be a basis for any of the foregoing.

• (e) this Agreement has been duly authorized, executed and delivered on behalf of Empire and constitutes a legal, valid and binding obligation of Empire enforceable against Empire in accordance with its terms, subject to bankruptcy, insolvency, moratorium, fraudulent conveyances, reorganization or other laws affecting creditors generally and subject to general principles of equity including the qualifications that equitable remedies may only be granted in the discretion of a court of competent jurisdiction and except that rights of indemnity, contribution and waiver of contribution may be limited under applicable law;

• (f) no consent, approval, authorization, order, registration or qualification of or with any Governmental Authority is required for the creation, issuance, sale and delivery of the Notes or the Series 5 Shares or the fulfilment of the terms of the Transaction Documents other than those which shall have been obtained by Empire prior to Closing;

• (g) the execution and delivery of this Agreement by Empire and the performance of its obligations hereunder will not have a Material Adverse Effect;

Compliance with Laws and Related Matters

• (h) the execution and delivery of the Transaction Documents, the fulfilment of the terms hereof and thereof by Empire, and the issuance, sale and delivery of the Notes and the Series 5 Shares by Empire at the Closing have been duly authorized by all necessary corporate action and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with:

• (i) the letters patent or by-laws of Empire or the articles or by-laws of ELII (collectively, the “ Constating Documents ”), any shareholders’ agreement entered into in respect of Empire or ELII, any resolutions passed by the shareholders or directors (or any committee thereof) of Empire or ELII or any material indenture, mortgage, agreement, lease, instrument or document binding or affecting Empire or ELII or any of their respective assets;

• (ii) any licence, permit, approval, consent, certificate, registration or authorization (whether governmental, regulatory or otherwise) issued to Empire or ELII or any agreement, indenture, lease, document or instrument to which Empire or ELII is a party or by which it is contractually bound at the Time of Closing, except for breaches or violations which would not have a Material Adverse Effect; or

• (iii) any laws of Canada or of any province thereof or any regulations or rules thereunder applicable to Empire or ELII, or any judgment, order or decree of any Governmental Authority having jurisdiction over Empire or ELII, assuming the Agents comply with applicable laws and their covenants contained herein, except for breaches or violations which would not have a Material Adverse Effect;

nor will such actions result in the creation or imposition of any lien, charge or encumbrance upon any property or assets owned by Empire or ELII or the acceleration or maturity of any material indebtedness or other liabilities or obligations under any indenture, mortgage, agreement, lease, instrument or document binding or affecting Empire or ELII or any of their respective assets;

• (i) there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Authority now pending, or, to the knowledge of Empire, threatened, against or affecting Empire or ELII (i) other than proceedings accurately described in all material respects in the Preliminary Prospectus and the Final Prospectus and proceedings that would not have a Material Adverse Effect or a material adverse effect on the power or ability of Empire to perform its obligations hereunder or to consummate the transactions contemplated by the Preliminary Prospectus and the Final Prospectus or which questions the validity of the issuance of the Notes or the Series 5 Shares; or (ii) that is required to be disclosed in the Preliminary Prospectus and the Final Prospectus and is not so disclosed;

• (j) except as set forth in the Preliminary Prospectus and the Final Prospectus, neither Empire nor ELII is a party to any contract with or other undertaking to, or is subject to any governmental order by, or is a recipient of any presently applicable supervisory letter or other written communication of any kind from, any Governmental Authority which has had or reasonably would be expected to have a Material Adverse Effect;

• (k) neither Empire nor ELII nor, to the knowledge of Empire, any of their respective directors, officers, agents, employees, affiliates or other person acting on behalf of Empire or ELII is aware of or has taken any action, directly or indirectly, that would result in a violation or a sanction for violation by such persons of the Corruption of Foreign Public Officials Act (Canada), as amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder; and Empire and ELII have instituted and maintain policies and procedures designed to ensure compliance therewith. No part of the proceeds of the Offering will be used, directly or indirectly, in violation of the Corruption of Foreign Public Officials Act (Canada), as amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder;

• (l) the operations of Empire and ELII are and have been conducted in compliance in all material respects with the applicable financial recordkeeping and reporting requirements of the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority that are applicable to Empire or ELII (collectively, the “ Money Laundering Laws ”) and no material action, suit or proceeding by or before any Governmental Authority involving Empire or ELII with respect to the Money Laundering Laws is pending or, to the best knowledge of Empire, threatened;

• (m) neither Empire nor ELII nor, to the knowledge of Empire, any director, officer, agent, employee or affiliate of Empire or ELII (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, Her Majesty’s Treasury of the United Kingdom, the European Union, a member state of the European Union or other relevant sanctions authority (collectively, “ Sanctions ” and such persons or entities, “ Sanctioned Persons ” and each such person, a “ Sanctioned Person ”), (ii) is located, organised or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “ Sanctioned Countries ” and each, a “ Sanctioned Country ”) or (iii) will, directly or indirectly, use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against,

any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). Neither Empire nor ELII has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding three years, nor does Empire or ELII have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country. Notwithstanding anything in this Agreement, nothing in this Agreement shall require Empire, ELII or any of its subsidiaries, or any director, officer, employee, agent, affiliate of Empire, ELII or any of its subsidiaries, that is registered or incorporated under the laws of Canada or of a province to commit an act or omission that contravenes the Foreign Extraterritorial Measures (United States) Order, 1992;

Financial Statements and Auditor

• (n) the audited annual consolidated financial statements of Empire for the year ended December 31, 2019 and the condensed interim consolidated unaudited financial statements for the three-month and nine-month periods ended September 30, 2020, together with the related schedules and notes (collectively, the “ Financial Statements ”):

• (i) fairly present in all material respects the consolidated financial condition of Empire and ELII as at the respective dates thereof and the consolidated results of operations of Empire and ELII for the periods covered thereby; and

• (ii) have been prepared in accordance with IFRS, including the accounting and actuarial requirements of OSFI and any other applicable Governmental Authority applied on a consistent basis throughout the periods involved;

and since the date of such Financial Statements there has not been any change in the consolidated financial condition of Empire and ELII which, and no event has occurred which, in either case, could reasonably be expected to have a Material Adverse Effect;

• (o) other than as disclosed in the Financial Statements or in the Preliminary Prospectus and the Final Prospectus, there are no off-balance sheet transactions, obligations (contingent or otherwise) or other agreements of Empire or ELII with unconsolidated entities or other persons (including, without limitation, a natural person, a firm, a corporation, a partnership, a trust, an unincorporated organization, governmental entities, or the executors, administrators or other legal representatives of an individual in any such capacity) that may have a material current or future effect on the consolidated financial condition or the results of operations of Empire and ELII or that would reasonably be expected to be material to a Purchaser in making a decision to purchase the Notes;

• (p) Empire and ELII each have good and valid title to all of their respective assets, except to the extent that the failure to have such good and valid title could not reasonably be expected to have a Material Adverse Effect;

• (q) Empire maintains a system of disclosure controls and procedures designed to ensure that information required to be disclosed by it under Canadian Securities Laws will be recorded, processed, summarized and reported within the time periods specified in the Canadian Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed will be accumulated and communicated to the management of Empire, including the chief executive officer and the chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and such disclosure controls and procedures are and will be effective;

• (r) Empire and ELII maintain internal control over financial reporting which is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. As of the date hereof, Empire has no knowledge of any “material weaknesses” (within the meaning of NI 52-109) in its internal control over financial reporting;

• (s) The Auditor is independent in accordance with the rules of professional conduct applicable to auditors in Canada, and applicable Canadian Securities Laws, and there has not been any “reportable event” (within the meaning of NI 51-102) with the Auditor with respect to audits of Empire or ELII;

• (t) Empire and ELII, as the case may be, have each, except as would not result in a Material Adverse Effect, (i) timely filed (or has had timely filed on their behalf) all returns, declarations, reports, estimates, information, returns, elections and statements (“ Returns ”) required to be filed or sent in respect of any governmental charges or required to be filed or sent by it to any taxing authority having jurisdiction since incorporation or organization and all such Returns have been prepared in accordance with the provisions of the applicable legislation and are true, correct and complete in all material respects; (ii) timely and properly paid (or has had paid on its behalf), all governmental charges due or claimed to be due by a governmental body; and (iii) has properly withheld or collected and remitted all amounts required to be withheld or collected and remitted by it in respect of any governmental charges;

Indenture Matters

• (u) the Trustee at its principal office in Toronto has been duly appointed as the trustee under the Trust Indenture;

• (v) all payment obligations of Empire under the Trust Indenture in respect of the Notes will rank subordinate in right of payment to all of Empire’s Policy Liabilities and other Higher Ranked Indebtedness (each as defined in the Trust Indenture);

Capital of Empire

• (w) as of September 30, 2020, the authorized capital of Empire consisted of: (A) an unlimited number of preferred shares without nominal or par value, issuable in series, of which 5,980,000 Non-Cumulative Rate Reset Preferred Shares, Series 1 and 4,000,000 Non-Cumulative Rate Reset Preferred Shares, Series 3 were issued and outstanding; and (B) 2,000,000 Common Shares without nominal or par value, of which 985,076 were issued and outstanding as fully-paid and non-assessable;

• (x) all of the issued shares of ELII are validly authorized, issued and outstanding, are fully paid and non-assessable and are owned directly or indirectly by Empire, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever;

Prospectus and Securities Law Matters

• (y) Empire (i) is a reporting issuer within the meaning of the Securities Act (Ontario) and the comparable provisions of Canadian Securities Laws in each of the Qualifying Jurisdictions, (ii) is not in default under any requirement of Canadian Securities Laws applicable in the Qualifying Jurisdictions, which would have a Material Adverse Effect or a material adverse effect on the power or ability of Empire to perform its obligations hereunder or to consummate the transactions contemplated by the Preliminary Prospectus and the Final Prospectus, and (iii) is not on a list of defaulting reporting issuers maintained by a Canadian Securities Regulator in any of the Qualifying Jurisdictions;

• (z) the Reviewing Authority is the principal regulator for Empire under the Passport System for the purposes of filing the Offering Documents;

• (aa) Empire is eligible in accordance with the NI 44-101 to file a short form prospectus in each of the Qualifying Jurisdictions;

• (bb) Empire has not filed any confidential material change report with any of the Canadian Securities Regulators, the TSX or any other self-regulatory authority which remains confidential;

• (cc) no securities commission or any similar regulatory authority in any jurisdiction has issued any order which is currently outstanding preventing or suspending trading in any securities of Empire or its affiliates and no such proceeding is, to the knowledge of Empire, pending, contemplated or threatened;

• (dd) subject to the filing of the Final Prospectus and any Prospectus Amendment and except as disclosed therein and to obtaining receipts in respect of the Final Prospectus and any Prospectus Amendment (if applicable) from or on behalf of the

Canadian Securities Regulators in each of the Qualifying Jurisdictions pursuant to the Passport System, no consent or authorization of any relevant regulatory or Governmental Authority in the Qualifying Jurisdictions that shall not have been obtained is required in connection with the issuance and sale of the Notes or the Series 5 Shares or the consummation by Empire of the transactions contemplated by this Agreement;

• (ee) on or before the Time of Closing, all actions required to be taken by or on behalf of Empire, including the passing of all requisite resolutions of its directors, will have occurred so as to duly authorize the filing of the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment and to validly authorize, create, issue and sell the Notes and the Series 5 Shares as contemplated by this Agreement and the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment, and duly, punctually and faithfully perform all the obligations to be performed by it under this Agreement and the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment;

General Matters

• (ff) the attributes of the Notes and the Series 5 Shares conform in all material respects with their descriptions in the Preliminary Prospectus and the Final Prospectus;

• (gg) the Series 5 Shares when issued will be issued as fully paid and non-assessable;

• (hh) except as disclosed in the Preliminary Prospectus and the Final Prospectus, there are no contracts, agreements or understandings between Empire and any person that would give rise to a valid claim against Empire or any Agent for a brokerage commission, finder’s fee or other like payment in connection with the Offering;

• (ii) to the knowledge of Empire, none of Empire’s directors or officers is now, or has ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange;

• (jj) except as described in or contemplated in the Preliminary Prospectus and the Final Prospectus and subject to applicable law, (i) Empire is not currently, and will not be following the Closing, prohibited directly or indirectly, from paying any dividends or from making any other distributions on its share capital; (ii) ELII is not currently prohibited, directly or indirectly, from paying any dividends to Empire, from making any other distribution on the ELII’s share capital from repaying to Empire any loans or advances to ELII or from transferring any of ELII’s property or assets to Empire;

• (kk) copies of the minute books and records of Empire and ELII made available to Agents’ counsel in connection with their due diligence investigation in respect of the Offering constitute in all material respects all of the minute books and records of such entities and contain copies of all proceedings (or certified copies thereof) in respect of matters of the shareholders, the boards of directors and all committees

of the boards of directors of Empire and ELII to the date of review of such corporate records and minute books and there have been no other meetings, resolutions or proceedings in respect of matters of the shareholders, board of directors or any committees of the board of directors of Empire and ELII to the date of review of such corporate records and minute books not reflected in such minutes and other records other than those which are not material in the context of the Offering, as applicable; and

• (ll) except as disclosed in the Preliminary Prospectus and the Final Prospectus, since September 30, 2020, there has not been any Material Adverse Effect and no event has occurred or circumstances exist which would be reasonably expected to result in such a Material Adverse Effect.

• Closing . The Closing of the purchase and sale of the Notes under this Agreement will take place by electronic means or at the offices of McCarthy Tétrault LLP, Toronto, Ontario at the Time of Closing.

• Conditions to and Deliveries at Closing . The Agents’ obligations hereunder and the obligations of the Purchasers to purchase the Notes are subject to the following conditions:

• (a) the Final Prospectus will have been filed with each of the Canadian Securities Regulators, and receipts or deemed receipts obtained in respect thereof in each of the Qualifying Jurisdictions, and all other steps or proceedings will have been taken that may be necessary in order to qualify the distribution of the (i) Notes in the Qualifying Jurisdictions; and (ii) Series 5 Shares to the Limited Recourse Trustee;

• (b) Empire shall deliver one global certificate representing the Notes, registered in the name of CDS & Co., as nominee for CDS Clearing and Depository Services Inc. and its successors in interest (“ CDS ”) (or as the Lead Agents may direct in writing not less than 24 hours prior to the Closing), against payment to Empire, or as Empire may direct to the Lead Agents in writing not less than 48 hours prior to the Closing, of the aggregate purchase price for the Notes, net of the Agents’ Fee, by electronic wire transfer of immediately available funds or in such other manner as Empire and the Lead Agents may agree;

• (c) Empire shall deliver satisfactory evidence of the issuance of one certificate in registered form or direct registration system advice representing the Series 5 Shares registered in the name of the Limited Recourse Trustee, in its capacity as trustee of the Limited Recourse Trust and delivered to, or as directed by, the Limited Recourse Trustee, against payment by the Limited Recourse Trustee to Empire of the aggregate purchase price for the Series 5 Shares as Limited Recourse Trust Assets (as defined in the Final Prospectus);

• (d) the Lead Agents, on behalf of the Agents, shall have received a certificate, addressed to the Agents, dated the Closing Date and signed by any one of the President and Chief Executive Officer, the Senior Vice President, Chief Financial Officer and Chief Actuary, the Senior Vice-President and Chief Investment Officer,

the General Counsel and Senior Vice-President, Human Resources, or such other authorized officer of Empire as may be acceptable to the Lead Agents, acting reasonably, certifying for and on behalf of Empire that, to the best of the knowledge, information and belief of the person signing such certificate, without personal liability, after having made reasonable inquiries:

• (i) Empire has complied with all terms and conditions of this Agreement to be complied with by Empire at or prior to the Closing;

• (ii) no order, ruling or determination having the effect of suspending the sale or ceasing or suspending trading in the Notes has been issued and is continuing in effect and no proceedings for such purpose have been instituted and are continuing or are pending or, to the best of the knowledge, information and belief of the person signing such certificate, are contemplated or threatened;

• (iii) the representations and warranties of Empire contained in this Agreement are true and correct as of the Closing with the same force and effect as if made at and as of the Closing Date;

• (iv) there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the business, assets, liabilities (absolute, accrued, contingent or otherwise), capital, operations, management or condition (financial or otherwise) of Empire and ELII considered as a whole, whether or not arising in the ordinary course of business, from that set forth in the Final Prospectus and any Prospectus Amendment and further that no event has occurred since the date of the Final Prospectus which should have been set forth in a Prospectus Amendment or in a notice of material change which has not been set forth in a Prospectus Amendment or notice of material change; and

• (v) the Final Prospectus and any Prospectus Amendment are true and correct in all material respects and contain no misrepresentation, constitute full, true and plain disclosure of all material facts relating to the Notes, the Series 5 Shares and to Empire and ELII considered as a whole and do not contain an 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, in light of the circumstances in which they were made, not false or misleading;

• (e) at the Time of Closing, the Agents will have received from legal counsel to Empire (“ Empire’s Counsel ”):

• (i) from McCarthy Tétrault LLP, a legal opinion as to the laws of Canada, Ontario, Alberta, British Columbia and Quebec, addressed to the Agents and the Agents’ counsel in form and substance satisfactory to the Agents, acting reasonably, dated the Closing Date, with respect to: the amalgamation, corporate power and authority of Empire; the incorporation of ELII; the due authorization, execution and delivery by Empire of this

Agreement, the Trust Indenture and the Notes; this Agreement, the Trust Indenture and the Notes each being a legal, valid and binding obligation of Empire enforceable against Empire in accordance with its terms; the creation, authorization, issue and sale of the Notes and Series 5 Shares; that the execution and delivery of this Agreement, the Trust Indenture and the Notes and the consummation of the transactions contemplated herein and therein do not and will not result in a breach of the insurance laws of Canada applicable to Empire or the letters patent and by-laws of Empire; the Notes being qualified investments under the Income Tax Act (Canada) and the regulations thereunder; the form and terms of the definitive certificate representing the Notes being approved and adopted by Empire and compliance of such certificate with the terms and conditions of the Trust Indenture and all legal requirements applicable thereto; the form and terms of the definitive certificate or direct registration system advice representing the Series 5 Shares being approved and adopted by Empire and complying with all legal requirements applicable thereto; Empire being a reporting issuer in Ontario, Alberta, British Columbia and Quebec and not being included in the list of defaulting reporting issuers maintained by the Canadian Securities Regulators of such provinces; the obtaining of all necessary approvals, permits, consents and authorizations in connection with the sale of the Notes; the delivery by the Limited Recourse Trustee of the Series 5 Shares being exempt from or not subject to the prospectus requirements of Canadian Securities Laws; the first trade in the Series 5 Shares; the Trustee for the Notes being duly appointed; the transfer agent for the Series 5 Shares being duly appointed; no consent, permit, approval or authorization of any Canadian governmental agency being required to enable Empire to complete any of the transactions contemplated by the Final Prospectus, the Trust Indenture or the Notes other than those that have been obtained; the disclosure in the Final Prospectus insofar as it purports to be a summary of the attributes of the Notes and Series 5 Shares being accurate in all material respects; compliance with the laws of Québec relating to the use of the French language; and all other legal matters reasonably requested by Agents’ counsel relating to the Offering;

• (ii) from local counsel acceptable to the Lead Agents, acting reasonably, legal opinions addressed to the Agents and the Agents’ counsel in form and substance satisfactory to the Agents, acting reasonably, dated the Closing Date, with respect to matters governed by laws of jurisdictions other than the Qualifying Jurisdictions covered in the opinion delivered in Paragraph (i);

• (iii) from Taylor McCaffrey LLP, counsel to the Bank in Manitoba, a legal opinion addressed to the Agents and the Agents’ counsel in form and substance satisfactory to the Agents, acting reasonably, dated the Closing Date, with respect to the creation and valid existence of the Limited Recourse Trust under the laws of the Province of Manitoba;

• (iv) with respect to the opinions in Paragraphs (i), (ii) and (iii), Empire’s Counsel may rely as to matters of fact on such certificates of officers of Empire and others, and if so relied upon, such certificates of officers of Empire and others will also be addressed and delivered to the Agents and their counsel;

• (f) at the Time of Closing, the Agents will have received from their counsel, Torys LLP, a legal opinion dated the Closing Date, in form and substance satisfactory to the Agents, with respect to such matters as the Agents may reasonably require relating to the distribution of the Notes and the Series 5 Shares. In connection with such opinion, counsel to the Agents, Torys LLP, may rely on the opinions of Empire’s Counsel and any underlying certificates;

• (g) at the Time of Closing, the Agents and the board of directors of Empire will have received from the Auditor a bring-down comfort letter addressed to the Agents and the board of directors of Empire dated the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, bringing forward to a date not earlier than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Paragraph 7(d)(iv);

• (h) each of the Transaction Documents and all certificates, opinions and other documents required to be delivered thereunder shall have been executed and delivered by the appropriate parties in form and substance satisfactory to the Agents;

• (i) the Lead Agents, on behalf of the Agents, shall have received certificates, dated the Closing Date, signed by appropriate officers of Empire and addressed to the Agents and the Agents’ counsel, with respect to the Constating Documents of Empire and any shareholders’ agreement governing Empire, all resolutions of the board of directors of Empire and other actions relating to the Transaction Documents, the authorization, creation, issue and sale of the Notes and the Series 5 Shares and the incumbency and specimen signatures of signing officers;

• (j) all consents, approvals and authorizations from any Governmental Authority or body or any other third party required for the creation, issuance, sale and delivery of the Notes and the Series 5 Shares or the fulfillment of the terms of Transaction Documents shall have been obtained;

• (k) Empire shall have obtained and provided to the Agents final rating confirmation letters from DBRS, confirming a rating/trend of at least “BBB (High)” with a “Stable” trend in respect of the Notes and a rating/trend of at least “Pfd-2” with a “Stable” trend in respect of the Series 5 Shares, such ratings/trends shall not have been withdrawn, or down-graded or placed under “credit watch” nor shall any such action have been threatened;

• (l) at the Time of Closing, the Agents will have received an executed copy of the Limited Recourse Trust Declaration, in a form satisfactory to the Agents; and

• (m) on or before the Closing Date, the Agents will have received such further certificates (including a certificate from the Trustee confirming, among other things, that the Trustee is resident or authorized to do business in each of the Qualifying Jurisdictions), documents, opinions and other information as they may have reasonably requested.

13. Rights of Termination .

• (a) If, at or prior to the Time of Closing:

• (i) any inquiry, investigation or other proceeding (whether formal or informal) is instituted or threatened, or any order or ruling made, is threatened or announced by any Governmental Authority, any Canadian Securities Regulator or any other securities regulatory authority, with jurisdiction over Empire or ELII, or any law or regulation is promulgated or changed which, in the reasonable opinion of the Agents, operates to prevent or restrict trading in or distribution of the Notes;

• (ii) there occurs any material change or a change in any material fact or any new fact such as is contemplated by Subsection 8(a) or the Agents become aware of an undisclosed material fact which, in the reasonable opinion of the Agents, could reasonably be expected to have a significant adverse effect on the market price or value of the Notes;

• (iii) (A) there develops, occurs or comes into effect or existence any occurrence of national or international consequence (including the COVID-19 pandemic, to the extent that there is any material adverse development related thereto after the date hereof) or any action, governmental law or regulation, inquiry or other occurrence of any nature whatsoever, or (B) there is any attack on, outbreak or escalation of hostilities or acts of terrorism involving Canada, any declaration of war by Canada or any other substantial national or international calamity or emergency, which, in the reasonable opinion of the Agents, seriously adversely affects, or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of Empire and ELII taken as a whole and in the reasonable opinion of the Agents such event would reasonably be expected to have a significant adverse effect on the market price or value of the Notes;

• (iv) there has been and remains at the Time of Closing any adverse change in the assigned ratings on the Notes or the Series 5 Shares by DBRS; or

• (v) Empire is in breach of, default under or non-compliance with any covenant, term or condition of this Agreement in any material respect, or any representation or warranty given by Empire becomes or is false in any material respect;

each Agent is entitled, in its absolute discretion, in accordance with Subsection 13(c), to terminate its obligations under this Agreement by written notice to that effect given to Empire and the Lead Agents at or prior to the time of Closing on the Closing Date.

• (b) Empire agrees that all terms and conditions contained herein will be construed as conditions, that it shall use commercially reasonable efforts to cause such conditions to be complied with, and that any breach or failure by it to comply with any such conditions, in any material respects, will entitle the Agents to terminate their obligations under this Agreement by written notice to that effect given to Empire at or prior to the Time of Closing. The Agents may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to their rights in respect of any other terms and conditions or any other or subsequent breach or non-compliance.

• (c) The rights of termination contained in Subsections 13(a) and 13(b) are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or non-compliance by Empire in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there will be no further liability on the part of the Agents to Empire, or on the part of Empire to the Agents, except, in each case, in respect of any liability which may have arisen prior to or arises after such termination under any of Sections 14 and 15.

• Indemnity .

• (a) Empire covenants and agrees to protect and indemnify each of the Agents and each of their respective affiliates, directors, officers, employees and partners from and against all Claims (as defined in Subsection 14(c) below), each as incurred or caused by reason of:

  • (i) any untrue statement or alleged untrue statement of a material fact contained in the Offering Documents that may be filed on behalf of Empire under Canadian Securities Laws;

  • (ii) the omission or alleged omission to state in the Offering Documents any material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made;

  • (iii) any order made or inquiry, investigation or proceeding (formal or informal) commenced or threatened by any officer or official of OSFI, any of the Canadian Securities Regulators, or any other securities regulatory authority or by any other competent authority based upon the circumstances described in Paragraphs 14(a)(i) or (ii) which operates to prevent or restrict trading in or distribution of the Notes or the Series 5 Shares in any of the Qualifying Jurisdictions;

• (iv) the non-compliance or alleged non-compliance by Empire with any Canadian Securities Laws or laws of the Province of Québec relating to the use of the French language, including Empire’s non-compliance with any statutory requirement to make any document available for inspection;

• (v) any inaccuracy of any representation or warranty of Empire contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto; and

• (vi) any breach by Empire of any covenant to be performed by it contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto or thereto;

provided, however, that this indemnity will not apply to any Claim to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to Empire by the Agents expressly for use in the Preliminary Prospectus, the Final Prospectus or any Prospectus Amendment.

• (b) Empire will further indemnify and save harmless each of the Agents and each of their respective affiliates, directors, officers, employees and partners from and against all other claims not contemplated by Subsection 14(a) which any of such persons or entities may suffer, incur or be the subject of (whether under the provisions of any statute or otherwise), from time to time arising out of or in connection with the Offering or this Agreement. Such indemnity will cease to be available to any such persons or entities if and to the extent that a court of competent jurisdiction determines in a final judgment, in a proceeding to which the such persons or entities is named as a party, that the claims resulted from the gross negligence or wilful misconduct by such persons or entities. For greater certainty, Empire and the Agents agree that they do not intend that any failure by the Agents to conduct such reasonable investigation as necessary to provide the Agents with reasonable grounds for believing the Offering Documents contained no misrepresentation shall constitute “ gross negligence ” or “ willful misconduct ” for purposes of this Subsection 14(b) or otherwise disentitle the Agents from indemnification hereunder.

• (c) Each of the persons entitled to indemnification pursuant to Subsections 14(a) or 14(b) is referred to as an “ Indemnified Party ” and each person who is obliged to provide indemnification pursuant to such Subsections is referred to as an “ Indemnifying Party ”. “ Claims ”, as used herein means all losses (other than a loss of profits in connection with the distribution of the Notes), claims, damages or liabilities (including any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim). If any matter or thing contemplated by this Section 14 will be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Indemnifying Party as soon as possible of the nature of such Claim (provided that any failure to so notify will not

affect the liability of the Indemnifying Party under this Subsection 14(c) except to the extent that such delay materially prejudices the Indemnifying Party’s ability to contest such Claim) and the Indemnifying Party will be entitled (but not required) to assume the defence, on behalf of the Indemnified Party, of any suit brought to enforce such Claim; provided, however, that the defence will be through legal counsel acceptable to the Indemnified Party, acting reasonably, and that no settlement or admission of liability may be made by the Indemnifying Party or the Indemnified Party without the prior written consent of the other.

• (d) With respect to any such Claim, the Indemnified Party will have the right to retain separate counsel to act on his, her or its behalf, provided the fees and disbursements of such separate counsel will be paid by the Indemnified Party, unless:

• (i) the Indemnifying Party fails to assume the defence of such Claim on behalf of the Indemnified Party within 15 days of receiving notice of such Claim;

• (ii) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or

• (iii) the named parties to any Claim (including any added, third or impleaded parties) include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised by his, her or its counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.

It is understood, however, that the Indemnifying Parties will, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate law firm (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests. If any of the persons specified in Subsection 14(a) are the Indemnified Parties, the Agents will select such counsel.

• (e) Empire hereby constitutes the Agents as trustees for the affiliates, directors, officers, employees and partners of the Agents (the “ Agents’ Indemnified Parties ”) for the covenants of Empire contained in this Section 14 with respect to the Agents’ Indemnified Parties and the Agents agree to accept such trust and to hold it and such covenants on behalf of such Agents’ Indemnified Parties. Empire hereby acknowledges that the covenants of Empire are intended to be for the benefit of, and directly enforceable by, each Agents’ Indemnified Party.

• Contribution .

• (a) If for any reason the indemnification provided for in Section 14 is unavailable, in whole or in part, or insufficient to hold harmless an Indemnified Party in respect of any Claims referred to in Subsections 14(a) or 14(b), and subject to the restrictions and limitations referred to therein, Empire agrees to contribute to the amount paid

or payable (or, if such indemnity is unavailable only in respect of a portion of the amount so paid or payable, such portion of the amount so paid or payable) by such Indemnified Party as a result of such Claims (except for loss of profits in connection with the distribution of the Notes):

• (i) in such proportion as is appropriate to reflect the relative benefits received by Empire, on the one hand, and the Agents, on the other hand, from the distribution of the Notes; or

• (ii) if the allocation provided by Paragraph 15(a)(i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in Paragraph 15(a)(i) but also the relative fault of Empire on the one hand and the Agents on the other hand in connection with the statement, information, misrepresentation, omission, order, inquiry, investigation, proceeding or other matter or thing referred to in Subsections 14(a) or 14(b) which resulted in such Claims, as well as any other relevant equitable considerations.

• (b) The relative benefits received by Empire, on the one hand, and the Agents, on the other hand, will be deemed to be in the same proportion as the total proceeds from the distribution of the Notes (net of the fee payable to the Agents but before deducting expenses) received by Empire is to the fee received by the Agents. The relative fault of Empire, on the one hand, and the Agents, on the other hand, will be determined by reference to, among other things, whether the statement, misrepresentation, omission, order, inquiry, investigation, proceeding or other matter or thing referred to in Subsections 14(a) or 14(b), which resulted in such Claims relates to information supplied by or steps or actions taken or done by or on behalf of the Agents or Empire and the relative intent, knowledge, access to information and opportunity to correct or prevent such statement, misrepresentation, omission, order, inquiry, investigation, proceeding or other matter or thing referred to in Subsections 14(a) or 14(b). The amount paid or payable by an Indemnified Party as a result of such Claims referred to above will be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Claims, whether or not resulting in any such action, suit, proceeding or claim.

• (c) Empire and the Agents agree that it would not be just or equitable if the contribution pursuant to this Section 15 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Subsection 15(b). Notwithstanding the provisions of this Section 15, no Agent will be required to contribute in the aggregate, any amounts in excess of the aggregate fee or any portion of such fee actually received, net of expenses, by the Agent hereunder. No person determined by a court of competent jurisdiction in a final judgment to be guilty of fraudulent misrepresentation (within the meaning of Canadian Securities Laws) will be entitled to contribution from any person who has not been so determined to be guilty of such fraudulent misrepresentation. The

remedies provided for in this Section 15 are not exclusive and will not limit the rights or remedies which may otherwise be available to any Indemnified Party at law or in equity. The Agents’ respective obligations to contribute pursuant to this Section 15 are several in proportion to their respective aggregate amount of Notes sold and not joint or joint and several.

1. Expenses . Whether or not the Offering is completed, all expenses of or incidental to the creation, authorization, qualification, issue, delivery and sale of the Notes and the Series 5 Shares and of or incidental to all other matters in connection with the Offering shall be borne by Empire, including, without limitation, reasonable expenses payable in connection with the fees and expenses of Empire’s Counsel, Agents’ counsel and local counsel in each of the Qualifying Jurisdictions, fees and disbursements of its accountants and auditors and other experts, fees of the Trustee, the Limited Recourse Trustee and the transfer agent for the Series 5 Shares, printing costs, delivery charges, fees and costs incurred in connection with the marketing of the Notes including travel expenses, road-shows, and filing fees, any fees paid to the Investment Industry Regulatory Organization of Canada, out-of-pocket expenses of the Agents and all taxes payable on such fees and expenses.

2. Severability . If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement.

3. Public Announcement . For the period commencing on the date hereof and expiring on the Closing Date, and subject to the requirements of the Canadian Securities Laws, Empire shall not, without first obtaining the approval of the Lead Agents (such approval not to be unreasonably withheld), and the Agents shall not, without first obtaining the approval of Empire, issue any press release respecting the issue of the Notes or the Series 5 Shares. Any press release respecting the offer and/or sale of the Notes or the Series 5 Shares shall comply with the requirements of the Canadian Securities Laws.

4. Survival . The representations, warranties, covenants, obligations and agreements of the parties contained in this Agreement, or delivered pursuant hereto shall survive the purchase of the Notes by the Purchasers and shall continue in full force and effect notwithstanding any subsequent disposition of the Notes by the Purchasers. The Agents shall be entitled to rely on the representations and warranties of Empire contained in this Agreement or delivered pursuant hereto notwithstanding any investigation which the Agents may undertake or which may be undertaken on the Agents’ behalf.

5. Actions by Agents . All steps which must or may be taken by the Agents in connection with this Agreement may be taken by the Lead Agents on their own behalf and on behalf of the Agents, and each of the Agents authorizes Empire to deal solely with, and to accept notification from, the Lead Agents with respect to any such steps on behalf of the Agents. The Lead Agents shall use their commercially reasonable efforts to consult with the other Agents prior to taking any action on the other Agents’ behalf, and shall in any event advise the other Agents of steps taken on their behalf.

6. Notices . Any notice or other communication to be given hereunder shall, in the case of notice to Empire, be addressed to:

The Empire Life Insurance Company 259 King Street East Kingston, Ontario K7L 3A8

Attention: Edward Gibson Senior Vice-President, Chief Financial Officer and Chief Actuary Email: edward.gibson@empire.ca

with a copy to McCarthy Tétrault LLP at (which copy will not constitute notice):

Suite 5300, TD Bank Tower Box 48, 66 Wellington Street West Toronto, Ontario M5K 1E6 Attention: Andrew Parker Email: aparker@mccarthy.ca

and, in the case of notice to the Agents, be addressed to the Lead Agents at:

Scotia Capital Inc. 66th Floor, Scotia Plaza P.O. Box 4085, Station “A” 40 King Street West Toronto, Ontario M5W 2X6 Attention: Patrick Breithaupt Managing Director, Debt Capital Markets Email: Patrick.Breithaupt@scotiabank.com CIBC World Markets Inc. Brookfield Place, 5th Floor 161 Bay Street Toronto, Ontario M5J 2S8 Attention: Amber Choudhry Managing Director, Debt Capital Markets Email: Amber.Choudhry@cibc.com

RBC Dominion Securities Inc. South Tower 2nd Floor Royal Bank Plaza Toronto, Ontario M5J 2W7

Attention: Andrew Franklin Managing Director, Debt Capital Markets Email: andrew.franklin@rbccm.com

with a copy to the Agents’ counsel at (which copy will not constitute notice):

79 Wellington Street West, Suite 3000 Box 270, TD Centre Toronto, Ontario M5K 1N2

Attention: David A. Seville Email: dseville@torys.com

Any such notice or other communication shall be in writing, and unless delivered personally to a responsible officer of the addressee, shall be given by courier service or email, and will be deemed to have been received, if given by email, on the day of sending (if such day is a Business Day and, if not, on the next Business Day following the sending thereof) and, if given by courier service, on the next Business Day following the sending thereof.

1. Time of the Essence . Time is of the essence of this Agreement.

2. Currency . Unless otherwise indicated, all references to “$” in this Agreement are references to the lawful currency of Canada.

3. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the courts of such province will have exclusive jurisdiction over any dispute hereunder.

4. Entire Agreement . This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings, relating to the Offering. This Agreement may only be amended or modified in any respect by the written agreement of the parties hereto.

5. Successors and Assigns . The terms and provisions of this Agreement shall be binding upon and enure to the benefit of Empire and the Agents and their respective executors, heirs, successors and permitted assigns.

6. Singular and Plural; Gender . Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

7. Execution in Counterparts . This Agreement may be executed in counterparts bearing manual, facsimile or other electronic signatures, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

8. No Fiduciary Relationship . Empire hereby acknowledges that the Agents are acting solely as agents in connection with the solicitation of the offers to purchase the Notes. Empire further acknowledges that the Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agents act or be responsible as a fiduciary to Empire, its management, shareholders or creditors or any other person in connection with any activity that the Agents may undertake or have undertaken in furtherance of the purchase and sale of the Notes, either before or after the date hereof. The Agents hereby expressly disclaim any fiduciary or similar obligations to Empire, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and Empire hereby confirms its understanding and agreement to that effect. Empire and the Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agents to Empire regarding such transactions including, but not limited to, any opinions or views with respect to the price or market for the Notes, do not constitute advice or recommendations to Empire. Empire hereby waives and releases, to the fullest extent permitted by law, any claims that Empire may have against the Agents with respect to any breach or alleged breach of any fiduciary or similar duty to Empire in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

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If the foregoing is acceptable to Empire, please signify such acceptance by signing and returning one copy of this letter to the Agents, which accepted offer shall constitute the contract for the provision of services of the Agents in connection with the Offering referred to herein and shall constitute a binding agreement between the parties hereto.

Yours very truly,

SCOTIA CAPITAL INC.

By: “ Patrick Breithaupt ”

Name: Patrick Breithaupt Title: Managing Director

CIBC WORLD MARKETS INC.

By: “ Amber Choudhry ”

Name: Amber Choudhry Title: Managing Director

RBC DOMINION SECURITIES INC.

By: “ Andrew Franklin ”

Name: Andrew Franklin Title: Managing Director

BMO NESBITT BURNS INC.

By: “ Kris Somers ”

Name: Kris Somers Title: Director

NATIONAL BANK FINANCIAL INC.

• By: “ Tushar Kittur ”

Name: Tushar Kittur Title: Managing Director

TD SECURITIES INC.

• By: “ Brian Pong ”

Name: Brian Pong Title: Director

ACCEPTED AND AGREED to as of the date first written above.

[THE EMPIRE LIFE INSURANCE ] COMPANY

By: “ Edward Gibson ”

Name: Edward Gibson Title: Authorized Signatory

By: “ Richard Carty ”

Name: Richard Carty Title: Authorized Signatory

APPENDIX A FINAL TERM SHEET

(see attached)

A preliminary short form prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities.

There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended or any state securities laws. See “Selling Restrictions United States” below.

February 9, 2021

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The Empire Life Insurance Company 3.625% Limited Recourse Capital Notes, Series 1 (Subordinated Indebtedness) Final Term Sheet

Issuer: The Empire Life Insurance Company (the “ Company ”) Issue: 3.625% Limited Recourse Capital Notes, Series 1 (Subordinated Indebtedness) (the “ Notes ”) Expected Credit Rating[(1)] : DBRS: BBB (High) Principal Amount: $200 Million Par Value: C$1,000 per Note Pricing Date: February 9, 2021 Settlement Date: February 17, 2021 (T+5) Initial Interest Reset Date: April 17, 2026 Maturity Date: April 17, 2081 (60 years) On the Maturity Date, the Company will repay to holders of the Notes (“ Noteholders ”) the principal amount, plus accrued and unpaid interest to, but excluding, the Maturity Date. See also under “Limited Recourse” below.

Interest:

The Company will pay interest on the Notes in equal (subject to the reset of the interest rate and the long first coupon) semi-annual instalments in arrears on April 17 and October 17 of each year, with the first payment on October 17, 2021.

From the date of issue to, but excluding, April 17, 2026, the Notes will bear interest at the rate of 3.625% per annum. Starting on April 17, 2026 and on

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every fifth anniversary of such date thereafter until April 17, 2076 (each such date an “ Interest Reset Date ”), the interest rate on the Notes will be reset at an interest rate per annum equal to the Government of Canada Yield on the business day prior to such Interest Reset Date (each, an “ Interest Rate Calculation Date ”) plus the Credit Spread. Assuming the Notes are issued on February 17, 2021, the first interest payment on the Notes on October 17, 2021 will be in an amount of C$23.98458904 per C$1,000 principal amount of Notes.

“ Government of Canada Yield ” means, as at any Interest Rate Calculation Date for an Interest Reset Date, the bid yield to maturity on such date (assuming semi-annual compounding) of a Canadian dollar denominated noncallable Government of Canada bond with a term to maturity of five years as quoted as of 10:00 a.m. (Toronto time) on such date and which appears on the Bloomberg Screen GCAN5YR Page on such date; provided that, if such rate does not appear on the Bloomberg Screen GCAN5YR Page on such date, the Government of Canada Yield will mean the bid yield to maturity on such date, compounded semi-annually, which a non-callable Government of Canada nominal bond would be expected to carry if issued, in Canadian dollars in Canada, at 100% of its principal amount on such date with a term to maturity equal to the period from such Interest Reset Date to, but excluding, the next Interest Reset Date, as determined by two independent Canadian investment dealers (each of which is a member of the Investment Industry Regulatory Organization of Canada or any successor to or of the Investment Industry Regulatory Organization of Canada) selected by the Company, and based on a linear interpolation of the yields represented by the arithmetic average of bids observed in the market at or about 10:00 a.m. (Toronto time) on the relevant date for each of the two outstanding non-callable Government of Canada nominal bonds which have the terms to maturity which most closely span the period from such Interest Reset Date to, but excluding, the next Interest Reset Date, where such arithmetic average is based in each case on the bids quoted by such independent investment dealers.

“ Bloomberg Screen GCAN5YR Page ” means the display designated on page “GCAN5YR” on the Bloomberg Financial L.P. service (or such other page as may replace the GCAN5YR page on that service for purposes of displaying Government of Canada bond yields).

Interest Deferability:

Interest payments are non-deferrable.

If there is non-payment by the Company of interest on the Notes when due and the Company has not cured such non-payment by subsequently paying such interest prior to the fifth business day immediately following the applicable interest payment date, a Recourse Event (defined below) will have occurred and, on a Failed Coupon Payment Date (defined below), the Notes will automatically and immediately be redeemed for the Redemption Price (defined below). From and after a Failed Coupon Payment Date, all Notes shall cease to be outstanding, each Noteholder shall cease to be entitled to interest thereon, and any certificates representing the Notes shall represent only the right to receive upon surrender thereof the Redemption Price.

If the Company does not pay the applicable Redemption Price in cash under such circumstances, its obligation to pay the Redemption Price will be satisfied by the Company’s delivery of the Trust Assets (defined below) to which the recourse of the Noteholders will be limited. The Trust Assets will

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2

consist of Preferred Shares (defined below) or cash. See “Limited Recourse” below.

“ Failed Coupon Payment Date ” means the fifth business day immediately following an interest payment date upon which the Company does not pay interest on the Notes and has not cured such non-payment by subsequently paying such interest prior to such fifth business day.

The Company will not redeem the Notes under any circumstances if such redemption would, directly or indirectly, result in the Company’s breach of any provision of the Insurance Companies Act (Canada) (the “ Insurance Act ”) or the LICAT Guideline (defined below).

Credit Spread[(2)] :

[Redacted in accordance with subsection 13.7(4) of National Instrument 41101 – General Prospectus Requirements ]

Interest Rate to Interest Reset Date:

3.625%

Yield to Interest Reset Date:

3.624%

Issue Price:

C$1,000

Redemption:

The Notes shall be redeemable by the Company every five years during the period from March 17 to and including April 17, commencing in 2026, only upon the redemption by the Company of the Preferred Shares held by the LRT Trustee (defined below) in the Limited Recourse Trust (defined below) in accordance with the terms of such shares and subject to the provisions of the Insurance Act, including the requirement to obtain the prior written approval of the Superintendent of Financial Institutions (Canada) (the “ Superintendent ”), in whole but not in part on not less than 15 nor more than 60 days’ prior notice, at the Redemption Price.

Upon redemption by the Company of the Preferred Shares held by the LRT Trustee as described above prior to the Maturity Date (such redemption will be subject to the provisions of the Insurance Act, including the requirement to obtain the prior written approval of the Superintendent), outstanding Notes with an aggregate principal amount equal to the aggregate face amount of Preferred Shares redeemed by the Company shall automatically and immediately be redeemed, for a cash amount equal to the Redemption Price thereof, without the consent of the Noteholders. Subject to the provisions of the Insurance Act, the prior written approval of the Superintendent and various restrictions on the retirement of the Preferred Shares, the Preferred Shares are redeemable at the option of the Company during the period from March 17, 2026 to and including April 17, 2026 and during the period from March 17 to and including April 17 every fifth year thereafter and in certain other circumstances. See the Final Term Sheet for the Preferred Shares attached as Annex A (the “ Preferred Share Final Term Sheet ”) for circumstances under which the Preferred Shares may be redeemed by the Company. For certainty, to the extent that the Company has immediately prior to or concurrently with such Preferred Share redemption redeemed or purchased for cancellation a corresponding number of Notes in accordance with the terms of the Trust Indenture (defined below), such requirement to redeem a corresponding number of Notes shall be deemed satisfied.

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3

The Company may also, at its option, with the prior written approval of the Superintendent, redeem the Notes, in whole but not in part, at any time on or within 90 days following a Special Event Date (defined below) and on not less than 30 nor more than 60 days’ prior notice, at the Redemption Price.

Any Notes redeemed by the Company shall be cancelled and may not be reissued.

“ LICAT Guideline ” means the Office of the Superintendent of Financial Institutions (Canada) guidance relating to the Life Insurance Capital Adequacy Test and related guidance relating to federal life insurance companies pursuant to the Insurance Act as interpreted by the Superintendent, or any replacement of such guidance in effect from time to time.

“ Redemption Price ” of the Notes means the aggregate of (i) the principal amount of the Notes, and (ii) any accrued and unpaid interest up to, but excluding, the date of redemption.

“ Regulatory Event Date ” means the date specified in a letter from the Superintendent to the Company on which the Notes will no longer be recognized in full as eligible “Tier 1 Capital Instruments other than Common Shares” or will no longer be eligible to be included in full as risk-based “Available Capital” on a consolidated basis, in each case under the guidance of OSFI relating to the LICAT Guideline, as interpreted by the Superintendent.

“ Special Event Date ” means a date that is a Regulatory Event Date or a Tax Event Date.

“ Tax Event Date ” means the date on which the Company has received an opinion of independent counsel of a nationally recognized law firm in Canada experienced in such matters (who may be counsel to the Company) to the effect that, as a result of,

• i. any amendment to, clarification of, or change (including any announced prospective change) in, the laws, or any regulations thereunder, or any application or interpretation thereof, of Canada, or any political subdivision or taxing authority thereof or therein, affecting taxation;

• ii. any judicial decision, administrative pronouncement, published or private ruling, regulatory procedure, rule, notice, announcement, assessment or reassessment (including any notice or announcement of intent to adopt or issue such decision, pronouncement, ruling, procedure, rule, notice, announcement, assessment or reassessment) (collectively, an “ administrative action ”); or

• iii. any amendment to, clarification of, or change (including any announced prospective change) in, the official position with respect to or the interpretation of any administrative action or any interpretation or pronouncement that provides for a position with respect to such administrative action that differs from the theretofore generally accepted position,

in each of case i., ii. or iii., by any legislative body, court, governmental authority or agency, regulatory body or taxing authority, irrespective of the manner in which such amendment, clarification, change, administrative action, interpretation or pronouncement is made known, which amendment,

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4

clarification, change or administrative action is effective or which interpretation, pronouncement or administrative action is announced on or after the date of the issue of the Notes, there is more than an insubstantial risk (assuming any proposed or announced amendment, clarification, change, interpretation, pronouncement or administrative action is effective and applicable) that the Company or the Limited Recourse Trust is, or may be, subject to more than a de minimis amount of additional taxes, duties or other governmental charges or civil liabilities because the treatment of any of its items of income, taxable income, expense, taxable capital or taxable paid-up capital with respect to the Notes (including the treatment by the Company of interest on the Notes) or the treatment of the Notes or the Preferred Shares (including dividends thereon) or other Trust Assets or the Limited Recourse Trust, as or as would be reflected in any tax return or form filed, to be filed, or otherwise could have been filed, will not be respected by a taxing authority.

Limited Recourse:

If (i) there is non-payment by the Company of the principal amount of the Notes, together with any accrued and unpaid interest, on the Maturity Date, (ii) a Failed Coupon Payment Date occurs, (iii) the Company does not pay the Redemption Price in connection with a redemption of the Notes in cash or (iv) an event of default under the Notes occurs (each such event, a “ Recourse Event ”), the recourse of each Noteholder will be limited to that Noteholder’s proportionate share of the assets (the “ Trust Assets ”) held by a third party trustee (the “ LRT Trustee ”) in respect of the Notes in a newly formed trust (the “ Limited Recourse Trust ”). The LRT Trustee may hold assets in the Limited Recourse Trust in respect of more than one series of limited recourse capital notes, in which case the assets (including the Company’s preferred shares) for each such series will be held separate from the assets for other series. Initially, Computershare Trust Company of Canada will act both as the LRT Trustee and the Indenture Trustee (defined below).

Initially, at the time of issuance of the Notes, the Trust Assets will consist of the Company’s Non-Cumulative 5-Year Fixed Rate Reset Preferred Shares, Series 5 (“ Preferred Shares ”) issued at an issue price of C$1,000 per Preferred Share. The Trust Assets may alternatively consist of (i) Preferred Shares, (ii) cash if the Preferred Shares are redeemed for cash by the Company with the prior written approval of the Superintendent, or (iii) any combination thereof, depending on the circumstances.

The number of Preferred Shares issued at the time of issuance of the Notes will be equal to the total principal amount of the Notes divided by C$1,000. If the Trust Assets consist of Preferred Shares at the time a Recourse Event occurs, the Company will deliver, or cause the LRT Trustee to deliver, to each Noteholder one Preferred Share for each C$1,000 principal amount of Notes held, which shall be applied to the payment of the principal amount of the Notes, and such delivery of Preferred Shares will be each Noteholder’s sole remedy against the Company for repayment of the principal amount of the Notes and any accrued but unpaid interest thereon then due and payable.

The receipt by a Noteholder of its proportionate share of the Trust Assets upon the occurrence of a Recourse Event shall exhaust the remedies of the Noteholders under the Notes. If a Noteholder does not receive its proportionate share of the Trust Assets under such circumstances, the sole remedy of the Noteholder for any claims against the Company shall be limited to a claim for the delivery of such Trust Assets.

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5

In case of any shortfall resulting from the value of the Trust Assets being less than the principal amount of and any accrued and unpaid interest on the Notes, all losses arising from such shortfall shall be borne by the Noteholders.

All claims of Noteholders against the Company under the Notes will be extinguished upon receipt of the Trust Assets.

Trust Indenture:

The Notes will be issued under the provisions of a trust indenture to be dated as of February 17, 2021 (as supplemented from time to time, the “ Trust Indenture ”) between the Company and Computershare Trust Company of Canada, acting as trustee (the “ Indenture Trustee ”).

Purchase for Cancellation:

The Company may, at its option and at any time, subject to the provisions of the Insurance Act, including the requirement to obtain the prior written approval of the Superintendent, purchase the Notes in the market, by tender (available to all holders of Notes) or by private contract at any price. Notwithstanding the foregoing, the Company’s subsidiary may purchase Notes in the ordinary course of its business of dealing in securities.

Conversion:

The Notes are not convertible into any other property.

Events of Default: The only events of default under the Notes shall be the bankruptcy, insolvency, or liquidation of the Company.

An event of default under the Notes will not include any non-payment by the Company of the principal amount of or interest on the Notes or the nonperformance by the Company of any other covenant of the Company in the Trust Indenture.

The occurrence of an event of default is a Recourse Event for which the sole remedy of the Noteholders shall be the delivery of the Trust Assets. In case of an event of default, the delivery of the Trust Assets to the Noteholders will exhaust all remedies of such Noteholders in connection with such event of default.

See “Limited Recourse” above.

Voting Rights: None, other than in certain limited circumstances to be described in the Trust Indenture.

Selling Restrictions Canada: The Notes may only be offered and sold in Canada to “accredited investors” (as such term is defined in National Instrument 45-106 – Prospectus Exemptions (“ NI 45-106 ”) or section 73.3 of the Securities Act (Ontario), as applicable) who are not individuals. Each dealer involved in the offering of the Notes in Canada will represent and covenant, severally and not on a joint and several basis, to the Company that it will only sell the Notes to such purchasers in Canada.

Deemed Representations by By purchasing a Note in Canada and accepting delivery of a purchase Canadian Purchasers: confirmation such purchaser will be deemed to represent to the Company and the dealer from whom the purchase confirmation is received that such purchaser is an “accredited investor” (as such term is defined in NI 45-106 or section 73.3 of the Securities Act (Ontario), as applicable) who is not an individual.

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Selling Restrictions United	The Notes and the Preferred Shares are not, and will not be, registered under
States:	the United States Securities Act of 1933, as amended (the “U.S. Securities
	Act”) or any state securities laws, and the dealers involved in the offering of
	Notes have agreed not to (i) buy or offer to buy, (ii) sell or offer to sell or (iii)
	solicit any offer to buy any Notes as part of any distribution in the United
	States, its territories, its possessions and other areas subject to its jurisdiction.
Constraints on Ownership of	The terms and conditions of the Notes will include mechanics to allow the
Preferred Shares:	Company to attempt to facilitate a sale of Preferred Shares on behalf of those
	Noteholders who are Ineligible Persons (defined below) or who, by virtue of
	that delivery, would become Significant Shareholders (defined below) or who
	are persons whom the Company or its transfer agent for the Preferred Shares
	has reason to believe are Ineligible Government Holders based on a
	declaration submitted to the Company or its transfer agent for the Preferred
	Shares by or on behalf of such person. The net proceeds received by the
	Company from the sale of any such Preferred Shares will be divided among
	the applicable persons in proportion to the number of Preferred Shares that
	would otherwise have been delivered to them after deducting the costs of sale
	and any applicable withholding taxes.
	“person” has the meaning given to it in the Insurance Act.
	“Ineligible Government Holder” means any person who is the federal or a
	provincial government in Canada or agent or agency thereof, or the
	government of a foreign country or any political subdivision of a foreign
	country, or any agent or agency of a foreign government, in each case to the
	extent that the recording in the Company’s securities register of a transfer or
	issue of any share of the Company to such person would cause the Company
	to contravene the Insurance Act.
	“Ineligible Person” means any person whose address is in, or whom the
	Company or its transfer agent has reason to believe is a resident of, any
	jurisdiction outside Canada where the issue or delivery to that person of the
	Preferred Shares would require the Company to take any action to comply
	with insurance, securities or analogous laws of that jurisdiction.
	“Significant Shareholder” means any person who beneficially owns directly,
	or indirectly through entities controlled by such person or persons associated
	with or acting jointly or in concert with such person, shares of any class of the
	Company in excess of 10% of the total number of outstanding shares of that
	class.
Form:	The Notes will be registered in the name of CDS Clearing and Depository
	Services Inc. or its nominee and will be subject to the provisions of the Trust
	Indenture.
Denominations:	Minimum of C$200,000 and integral multiples of C$1,000 in excess thereof.
Status and Subordination:	The Notes will be direct unsecured subordinated indebtedness of the
	Company and will rank subordinate in right of payment to all policy liabilities
	of the Company and all of the Company’s other liabilities (including all of the
	Company’s other unsecured and subordinated indebtedness) from time to time
	issued and outstanding, except for such liabilities which by their terms rank
	equally in right of payment with, or is subordinate to, the Notes.

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Upon the occurrence of a Recourse Event, including if the Company becomes insolvent or is wound-up, the recourse of each holder of Notes will be limited to such holder’s proportionate share of the Trust Assets. As mentioned above, the receipt by a Noteholder of its proportionate share of the Trust Assets upon the occurrence of a Recourse Event shall exhaust the remedies of such Noteholder under the Notes. If a Noteholder does not receive its proportionate share of the Trust Assets under such circumstances, the sole remedy of the Noteholder for any claims against the Company shall be limited to a claim for the delivery of such Trust Assets. If the Trust Assets that are delivered to the Noteholders under such circumstances comprise of Preferred Shares, such Preferred Shares will rank on parity with the Company’s other preferred shares.

Risk Factors:

An investment in the Notes (and Preferred Shares upon delivery of the assets of the Limited Recourse Trust) is subject to certain risks. Please refer to the prospectus for the offering for a discussion of those risks. As an investment in the Notes may become an investment in the Preferred Shares in certain circumstances, potential investors in the Notes should consider the risks discussed in the prospectus regarding the Preferred Shares in addition to the risks regarding the Notes.

Governing Law:

The Trust Indenture and the Notes will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Limited Recourse Trust is formed under the laws of the Province of Manitoba.

Use of Proceeds:

The proceeds to the Company from the sale of the Notes will be used (i) to redeem the outstanding Non-Cumulative Rate Reset Preferred Shares, Series 1 of the Company and (ii) for general corporate purposes.

Agents: Scotia Capital Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc. (as Joint Bookrunners and Co-Lead Managers)

BMO Nesbitt Burns Inc., National Bank Financial Inc. and TD Securities Inc. (as Co-managers)

CUSIP / ISIN:

291839AF5 / CA291839AF56

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ANNEX A

February 9, 2021

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The Empire Life Insurance Company Non-Cumulative 5-Year Fixed Rate Reset Preferred Shares, Series 5 Final Term Sheet

Capitalized terms used in this document but not defined have the meaning given to them in the Final Term Sheet for 3.625% Limited Recourse Capital Notes, Series 1 (Subordinated Indebtedness) to which this Final Term Sheet is attached.

Issuer: The Empire Life Insurance Company (the “ Company ”)

Issue: Non-Cumulative 5-Year Fixed Rate Reset Preferred Shares, Series 5 (the “ Preferred Shares ”)

The Preferred Shares will be issued to the LRT Trustee who will hold legal title to the Preferred Shares in trust as trustee for the benefit of the Company to satisfy the Company’s obligations under the Trust Indenture for the benefit of the Noteholders.

Expected Credit DBRS: Pfd-2 Rating[(1)] : Principal Amount: $200 Million Issue Price: C$1,000 per Preferred Share Pricing Date: February 9, 2021 Settlement Date: February 16, 2021 (T+4) Maturity: Perpetual Yield to Interest 3.624 % Reset Date: Dividends: Prior to the date that the Preferred Shares are delivered to Noteholders (the “ Transfer Date ”), the holders of the Preferred Shares shall not be entitled to receive dividends. Following the Transfer Date, during the Initial Fixed Rate Period (defined below), the holders of the Preferred Shares will be entitled to receive fixed rate non-cumulative preferential cash dividends, as and when declared by the board of directors, subject to the provisions of the Insurance Act, payable semi-annually on the 17[th] day of April and October in each year, in an amount per share per annum determined by multiplying the Initial Annual Fixed Dividend Rate (defined below) by C$1,000.00; provided that, whenever it is necessary to compute any dividend amount in respect of the Preferred Shares for a period of less than one full semi-annual dividend period, such dividend amount shall be calculated on the basis of the actual number of days in the period and a year of 365 days.

During each Subsequent Fixed Rate Period (defined below), the holders of the Preferred Shares will be entitled to receive fixed rate non-cumulative preferential cash dividends, as and when declared by the board of directors, subject to the provisions of the Insurance Act, payable semi-annually on the 17[th] day of April and October in each year, in an amount per share per annum determined by multiplying the Annual Fixed Dividend Rate (defined below) applicable to such Subsequent Fixed Rate Period by C$1,000.00.

“ Annual Fixed Dividend Rate ” means, for any Subsequent Fixed Rate Period, the rate (expressed as a percentage rounded to the nearest one hundred-thousandth of one percent (with 0.000005% being rounded up)) equal to the Government of Canada Yield on the applicable Fixed Rate Calculation Date plus 3.082%.

“ Bloomberg Screen GCAN5YR Page ” means the display designated on page “GCAN5YR” on the Bloomberg Financial L.P. service (or such other page as may replace the GCAN5YR page on that service for purposes of displaying Government of Canada bond yields).

“ Fixed Period End Date ” means April 17, 2026 and each April 17 every fifth year thereafter.

“ Fixed Rate Calculation Date ” means, for any Subsequent Fixed Rate Period, the business day prior to the first day of such Subsequent Fixed Rate Period.

“ Government of Canada Yield ” as at any Fixed Rate Calculation Date means the bid yield to maturity on such date (assuming semi-annual compounding) of a Canadian dollar denominated non-callable Government of Canada bond with a term to maturity of five years as quoted as of 10:00 a.m. (Toronto time) on such date and which appears on the Bloomberg Screen GCAN5YR Page on such date; provided that, if such rate does not appear on the Bloomberg Screen GCAN5YR Page on such date, the Government of Canada Yield will mean the bid yield to maturity on such date, compounded semiannually, which a non-callable Government of Canada nominal bond would be expected to carry if issued, in Canadian dollars in Canada, at 100% of its principal amount on such date with a term to maturity equal to the related Subsequent Fixed Rate Period, as determined by two independent Canadian investment dealers (each of which is a member of the Investment Industry Regulatory Organization of Canada or any successor to or of the Investment Industry Regulatory Organization of Canada) selected by the Company, and based on a linear interpolation of the yields represented by the arithmetic average of bids observed in the market at or about 10:00 a.m. (Toronto time) on the relevant date for each of the two outstanding non-callable Government of Canada nominal bonds which have the terms to maturity which most closely span such Subsequent Fixed Rate Period on such Fixed Rate Calculation Date, where such arithmetic average is based in each case on the bids quoted by such independent investment dealers.

“ Initial Annual Fixed Dividend Rate ” means, for the Initial Fixed Rate Period, the rate equal to the interest rate per annum on the Notes in effect as of the Transfer Date, provided that if the Transfer Date is on or after the Maturity Date, it means the rate (expressed as a percentage rounded to the nearest one hundred-thousandth of one percent (with 0.000005% being rounded up)) equal to the Government of Canada Yield on the business day prior to the Maturity Date (and in such case, for purposes of the definition of Government of Canada Yield, such day shall be deemed to be a “Fixed Rate Calculation Date” and such Initial Fixed Rate Period shall be deemed to be a “Subsequent Fixed Rate Period”), plus 3.082%.

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“ Initial Fixed Rate Period ” means, (i) if the Transfer Date is prior to April 17, 2026, the period from and including the Transfer Date to, but excluding, April 17, 2026 and (ii) if the Transfer Date is on or after April 17, 2026, the period from and including the Transfer Date, to but excluding the first Fixed Period End Date following the Transfer Date.

“ Initial Reset Date ” means, (i) if the Transfer Date is prior to April 17, 2026, April 17, 2026, and (ii) if the Transfer Date is on or after April 17, 2026, the first Fixed Period End Date following the Transfer Date.

“ Subsequent Fixed Rate Period ” means the period from and including the Initial Reset Date to, but excluding, the next Fixed Period End Date and each five year period thereafter from and including such Fixed Period End Date to, but excluding, the next Fixed Period End Date.

Dividend If the board of directors does not declare a dividend, or any part thereof, on the Deferability: Preferred Shares, then the rights of the holders of the Preferred Shares to such dividend, or to any part thereof, will be extinguished.

The Company may also be restricted under the Insurance Act from paying dividends on the Preferred Shares in certain circumstances. Restrictions on The Company will not declare, pay or set apart for payment any dividends on any Dividends and common shares or any other shares ranking junior to the Preferred Shares (other than Retirement of stock dividends in any shares ranking junior to the Preferred Shares); or redeem, Shares: purchase or otherwise retire any common shares or any other shares ranking junior to the Preferred Shares (except out of the net cash proceeds of a substantially concurrent issue of shares ranking junior to the Preferred Shares); or redeem, purchase or otherwise retire less than all the Preferred Shares; or except pursuant to any purchase obligation, sinking fund, retraction privilege or mandatory redemption provisions attaching to any series of preferred shares, redeem, purchase, or otherwise retire any other shares ranking on a parity with the Preferred Shares, unless in each case all dividends up to and including the dividend payment date for the last completed period for which dividends are payable have been declared and paid, or set apart for payment, in respect of the Company’s preferred shares.

Redemption: Except as noted below, the Preferred Shares will not be redeemable prior to March 17, 2026.

Subject to the provisions of the Insurance Act, including the requirement to obtain the prior written approval of the Superintendent, during the period from March 17, 2026 to and including April 17, 2026 and during the period from March 17 to and including April 17 every fifth year thereafter, the Company may redeem all (or, if on or after the Transfer Date, all or any part) of the outstanding Preferred Shares at its option. If the Preferred Shares are redeemed before the Transfer Date, the redemption price per share will be equal to C$1,000. If the Preferred Shares are redeemed on or after the Transfer Date, the redemption price per share will be equal to C$1,000, plus any declared and unpaid dividends, if any, to, but excluding, the date fixed for redemption.

Upon the occurrence of a Special Event Date before the Transfer Date, the Company may also, at its option, with the prior written approval of the Superintendent, redeem the Preferred Shares, in whole but not in part, at any time within 90 days following a Special Event Date in respect of the Notes, at a redemption price per share which is equal to C$1,000 (a “ Special Event Redemption ”), and, to the extent not otherwise paid by the Company, apply the proceeds of such redemption towards the redemption of the Notes.

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If at any time before the Transfer Date the Company, with the prior written approval of the Superintendent, redeems Notes in accordance with their terms or purchases Notes, in whole or in part, by tender offer, open market purchases, negotiated transactions or otherwise, for cancellation, then the Company shall, with the prior written approval of the Superintendent, redeem such number of Preferred Shares with an aggregate face amount equal to the aggregate principal amount of Notes redeemed or purchased for cancellation by the Company, by the payment of an amount in cash for each share redeemed of C$1,000, and, to the extent not otherwise paid by the Company, apply the proceeds of such redemption towards the redemption or purchase of the Notes.

Concurrently with or upon the maturity of the Notes, with the prior written approval of the Superintendent, the Company may redeem all but not less than all of the outstanding Preferred Shares, at the Company’s option, by the payment of an amount in cash for each share redeemed of C$1,000 and, to the extent not otherwise paid by the Company, apply, or cause the LRT Trustee to apply, the proceeds of such redemption towards the repayment of the aggregate principal amount of and any accrued and unpaid interest on the Notes.

Notice of any redemption other than a Special Event Redemption will be given by the Company to registered holders not more than 60 days and not less than 15 days prior to the redemption date. Notice of any Special Event Redemption will be given by the Company to registered holders not more than 60 days and not less than 30 days prior to the redemption date.

Purchase for Subject to the provisions of the Insurance Act, including the requirement to obtain the Cancellation: prior written approval of the Superintendent, and subject to certain other restrictions set out in the prospectus, from and after the Transfer Date, the Company may at any time or times purchase for cancellation all or any part of the Preferred Shares outstanding from time to time, by private contract or tender or in the open market, at any price.

Rights on At any time after the Preferred Shares have been delivered to the Noteholders, in the Liquidation: event of the Company’s liquidation, dissolution or winding-up, holders of the Preferred Shares will be entitled to receive C$1,000 per share, together with all dividends declared and unpaid to the date of payment, before any amount may be paid or any of the Company’s assets distributed to the registered holders of any shares ranking junior to the Preferred Shares. The holders of the Preferred Shares will not be entitled to share in any further distribution of assets.

Voting Rights: Subject to applicable law, holders of the Preferred Shares will not be entitled to receive notice of or to attend or to vote at any meeting of the shareholders of the Company unless and until the first time at which the rights of such holders to any undeclared dividends have been extinguished as described under “Dividends” above (for clarity, such time may not occur before the Transfer Date because, prior to the Transfer Date, the holders of the Preferred Shares shall not be entitled to receive dividends). In that event, subject to the provisions of the Insurance Act, the holders of the Preferred Shares will be entitled to receive notice of, and to attend, only meetings of shareholders of the Company at which directors are to be elected and will be entitled to one vote for each Preferred Share held in the election of directors voting together with all other shareholders of the Company who are entitled to vote at such meetings, and the holders of the Preferred Shares will not be entitled to vote in respect of any other business conducted at such meetings. The voting rights of the holders of the Preferred Shares shall cease upon payment by the Company of the whole amount of a dividend on the Preferred Shares to which the holders are entitled subsequent to the time such voting rights first arose. At such time as the rights of such holders to any undeclared dividends

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12

on the Preferred Shares have again been extinguished, such voting rights shall become effective again and so on from time to time.

CUSIP / ISIN:

291839603 / CA2918396037

(1) A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

• (2) [Redacted in accordance with subsection 13.7(4) of National Instrument 41-101 – General Prospectus Requirements]

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NOT REGISTERED IN THE UNITED STATES

The Notes and the Preferred Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “ Securities Act ”), or any state securities laws. The Notes may not be offered or sold within the United States, except pursuant to an exemption from the registration requirements of the Securities Act. See “Selling Restrictions United States” above.

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