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AMENDMENT TO SERVICE AGREEMENT
BETWEEN
THE MANUFACTURERS LIFE INSURANCE COMPANY
AND
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
AND
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
THIS AMENDMENT is made as of December 31, 1998;
WHEREAS, THE MANUFACTURERS LIFE INSURANCE COMPANY ("Manufacturers") and
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA ("Manufacturers
America") entered into a Service Agreement dated May 31, 1998 under which
Manufacturers provides to Manufacturers America all issue, administrative,
investment, general services and recording functions with respect to all of its
insurance policies in Toronto, Ontario (the "Service Agreement"); and
WHEREAS following the subsidiarization of Manufacturers's business in the United
States and by an Amendment to Service Agreement dated December 31, 1996, THE
MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) ("Manufacturers USA") has assumed
responsibility for all services previously provided by Manufacturers in the
United States (the "Amendment Agreement"); and
WHEREAS, the parties wish to amend the Service Agreement with a view to
reflecting fairly and equitably the compensation for the services to be
performed or provided pursuant to the terms of the Service Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. The services provided under the Amendment Agreement by Manufacturers
USA will continue to be provided at cost.
2. Section 8 of the Service Agreement is hereby deleted and replaced by
the following:
SECTION 8. COMPENSATION
(a) Manufacturers America shall pay Manufacturers a fee as compensation
for services performed or provided pursuant to this Agreement as
determined and agreed to by Manufacturers and Manufacturers America
from time to time.
(b) The fee for the services provided shall be determined by reference
to the arm's length principle as proposed by the Organization for
Economic Cooperation and
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Development and as interpreted by Revenue Canada and the Internal
Revenue Services pursuant to Section 247 of the Income Tax Act of
Canada and Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code
respectively.
(c) Manufacturers shall submit to Manufacturers America a written
statement of the amount charged by Manufacturers for the services and
the use of facilities provided pursuant to this Agreement from time to
time but no less often than quarterly, and payment shall be made by
Manufacturers America as soon thereafter as is reasonably possible.
(d) If Manufacturers America objects to any such charges, it shall so
advise Manufacturers within thirty (30) days of receipt of notice of
said written statement. Unless the parties can reconcile any such
reconciliation, they shall agree to the selection of a firm of
independent certified public accountants or such other body as the
parties consider appropriate, which shall determine the fee properly
allocable to Manufacturers America and shall, within a reasonable time,
submit such determination, together with the basis therefor, in writing
to Manufacturers and Manufacturers America whereupon such determination
shall be binding. The expenses of such a determination by a firm of
independent certified accountants or third party shall be borne equally
by Manufacturers and Manufacturers America;
(e) This Section shall be effective as of January 1, 1998.
3. Except as amended herein, the Service Agreement shall continue in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed under seal by their duly authorized officers as of the 31st day of
December, 1998.
THE MANUFACTURERS LIFE INSURANCE
COMPANY
By: ____________________________
Its: ____________________________
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THE MANUFACTURERS LIFE INSURANCE
COMPANY (U.S.A.)
By: ____________________________
Its: ____________________________
THE MANUFACTURERS LIFE INSURANCE
COMPANY OF AMERICA
By: ____________________________
Its: ____________________________
