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Exhibit A(3)(a)(ii)
AMENDMENT TO DISTRIBUTION AGREEMENT
This Amendment made this 30TH day of MAY, 1992 to the Distribution
Agreement between the Manufacturers Life Insurance Company of America ("Manulife
America") on its own behalf and on behalf of Separate Account Three (the
"Account") of Manulife America and ManEquity, Inc. ("ManEquity") dated December
23, 1986 (the "Agreement").
Manulife America and ManEquity agree to amend the Agreement as follows:
The first paragraph of the Witnesseth Section shall be amended to read
as follows:
"WHEREAS, the Account is an account established and maintained by
Manulife America pursuant to the laws of the Commonwealth of
Pennsylvania for variable life insurance policies issued by Manulife
America (the "Policies"), under which income, gains and losses, whether
or not realized, from assets allocated to such account, are, in
accordance with the Policies, credited to or charged against such
account without regard to other income, gains, or losses of Manulife
America;"
All other terms and conditions of the Agreement shall remain unchanged
and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed under seal by their duly authorized officers as of the date first
above-mentioned.
Attest: THE MANUFACTURERS LIFE INSURANCE
COMPANY OF AMERICA
_______________________________ By: _______________________________
Its: ______________________________
Attest: MANEQUITY, INC.
_______________________________ By: _______________________________
Its: ______________________________
