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EXHIBIT 3 (c)
AMENDMENT TO DISTRIBUTION AGREEMENT
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AMENDMENT NO. 1 TO
DISTRIBUTION AGREEMENT
An AMENDMENT is made this ____ day of ________, 1993 to the
Distribution Agreement (the "Agreement") dated ____________ by and between
Canada Life of American Financial Services, Inc. (the "Distributor"), a Georgia
corporation, and Canada Life Insurance Company of New York (the "Company"), a
New York corporation.
WITNESSETH:
WHEREAS, pursuant to the Agreement, the Distributor currently
acts as principal underwriter for certain variable annuity policies issued
through Variable Annuity Account 1 of the Company; and
WHEREAS, the Company and Canada Life of America Variable
Annuity Account 2, a separate investment account established pursuant to
Section 4240 of the New York Insurance Law, and a registered investment company
under the Investment Company Act of 1940, as amended, propose to offer for sale
certain variable annuity policies (the "New Policies") which may be deemed to
be securities under the Securities Act of 1933 and the laws of some states; and
WHEREAS, the parties to the Agreement desire that the
Distributor act as principal underwriter for the New Policies, pursuant to and
in accordance with the terms of the Agreement; and
WHEREAS, pursuant to the Promotional Agent Distribution
Agreement among the Company, the Distributor, and Xxxxxxxx Financial Services,
Inc. ("Xxxxxxxx Financial"), Xxxxxxxx Financial shall act as the promotional
distributing agent for the New Policies;
NOW, THEREFORE, in consideration of the covenants and mutual
promises contained herein, the Distributor and the Company agree that the
Distributor shall act as the principal underwriter for the sale of the New
Policies during the term of the Agreement, pursuant to and in accordance with
the terms of the Agreement, and that pursuant to Section 16 of the Agreement,
the Agreement shall be amended as follows:
1. Paragraph 2, page 1: This paragraph shall be amended to read
as follows:
WHEREAS, the Company and Canada Life of New York Variable
Annuity Account 1 (the "Account") and Canada Life of New York
Variable Annuity Account 2 ("Account 2"), each a separate
investment account established pursuant to Section 4240 of the
New York Insurance Law, and each a registered investment
company under the
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Investment Company Act of 1940, as amended (the "1940 Act"),
propose to offer for sale certain classes of variable annuity
policies (the "Policies") which may be deemed to be securities
under the Securities Act of 1933, as amended (the "Act") and
New York law;
2. Paragraph 3, page 1; and Sections 2, 4, 6, 7, 8, 9, and 15 of
the Agreement: This paragraph and these sections shall be
amended to read as follows:
Each reference to "the Account" is amended to read "the
Account and Account 2."
IN WITNESS WHEREOF, the parties to the Agreement have executed
this Amendment thereto on the day and year first above written.
CANADA LIFE OF AMERICA
FINANCIAL SERVICES, INC.
By: ______________________________
[Name]
[Title]
CANADA LIFE INSURANCE COMPANY
OF NEW YORK
By: ______________________________
[Name]
[Title]
By: ______________________________
[Name]
[Title]
